<PAGE>


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

                                   FORM 10-QSB
(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, 1998
                                        ------------------

[ ]      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 Identification
 diction of incorporation                                      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)


              ----------------------------------------------------
              (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 [ ] NO [X]

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 June 24, 1999
       -----                                    -----------------------------
 Common Stock, $.02 par value                            5,253,937

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


<PAGE>




















                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                              FINANCIAL STATEMENTS
                                 PART I - ITEM 1

             ______________________________________________________


                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998


             ______________________________________________________



                              GLOBAL OUTDOORS, INC.














                                       -2-
<PAGE>

<TABLE>

                                      GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS

                                                      ASSETS
<CAPTION>


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

                                                                                 1998                      1997
                                                                            --------------            --------------
                                                                              (unaudited)
<S>                                                                         <C>                       <C>
Current assets:
   Cash and cash equivalents                                                $     330,764             $     373,368
   Accounts receivables, net of allowance for
      doubtful accounts of $22,059 and $48,958                                    392,750                   159,069
   Inventories                                                                     68,986                   105,735
   Income tax refund receivable                                                   217,451                   310,215
   Prepaid expenses                                                                11,523                    19,109
   Current portion of receivable from stockholder                                  51,000                    34,200
   Stockholders' interest receivable                                                6,637                         -
                                                                            --------------            --------------

            Total current assets                                                1,079,111                 1,001,696


Property, plant and equipment, net:
   Membership recreational mining  properties                                   1,011,117                 1,020,239
   Alaska recreational mining properties                                        1,403,440                 1,466,095
   Outdoor channel equipment and improvements                                     323,815                   317,534
   Other equipment and leasehold improvements                                     201,490                   162,313
                                                                            --------------            --------------
        Property, plant and equipment, net                                      2,939,862                 2,966,181

Receivable from stockholder, net of current
   portion                                                                        105,536                   160,586

Trademark, net of accumulated amortization of
   $16,234 and $6,579                                                              93,364                         -

Deposits and other assets                                                          58,245                    34,000
                                                                            --------------            --------------

            Totals                                                          $   4,276,118             $   4,258,233
                                                                            ==============            ==============

</TABLE>


                 The accompanying notes are an integral part of
                       these consolidated balance sheets

                                       -3-

<PAGE>

<TABLE>

                                      GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS

                                       LIABILITIES AND STOCKHOLDERS' DEFICIT
<CAPTION>
                                                                            September  30             December 31
                                                                            --------------           --------------

                                                                                 1998                     1997
                                                                            --------------           --------------
                                                                              (unaudited)
<S>                                                                         <C>                      <C>
Current liabilities:
   Accounts payable and accrued expenses                                    $     897,002            $     934,581
   Customer deposits                                                                    -                   30,231
   Current portion of notes and capital lease
      obligations payable                                                       1,159,473                1,131,301
   Current portion of stockholder loans                                           463,041                  463,041
                                                                            --------------           --------------
            Total current liabilities                                           2,519,516                2,559,154

Stockholder loans, net of current portion                                          47,337                   47,337
Other notes and capital lease obligations payable, net
   of current portion                                                             296,460                  502,692
Deferred revenue                                                                1,636,075                2,215,114
Deferred satellite rent obligations                                               284,975                  283,262
Deferred compensation                                                             245,000                  200,000
                                                                            --------------           --------------
            Total Liabilities                                                   5,029,363                5,807,559

Commitments and contingencies

Minority interest in subsidiary                                                    40,582                   16,340

Stockholders' deficit:
   Convertible preferred stock, nonvoting, 10%
    noncumulative, no liquidation preference,
    $.001 par value; 10,000,000 shares
    authorized; 60,675 shares issued and
    outstanding.
                                                                                       61                       61

   Common stock, $.02 par value; shares
       authorized; shares issued and outstanding:
       4,248,937 at September 30, 1998; 4,248,561
       at December 31, 1997.                                                       84,979                   84,971

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

   Additional paid-in capital                                                   3,313,878                3,316,381

   Accumulated deficit                                                         (3,971,495)              (4,745,829)
                                                                            --------------           --------------

            Total stockholders' deficit                                          (793,827)              (1,565,666)
                                                                            --------------           --------------

            Totals                                                          $   4,276,118            $   4,258,233
                                                                            ==============           ==============

</TABLE>


                 The accompanying notes are an integral part of
                       these consolidated balance sheets.

                                       -4-
<PAGE>

<TABLE>
                                      GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                    Three Months Ended                   Nine Months Ended
                                                                       September 30                        September 30
                                                                        (unaudited)                         (unaudited)
                                                             ---------------------------------     -----------------------------
                                                                  1998                1997              1998            1997
                                                             -------------       -------------     -------------   -------------
<S>                                                          <C>                 <C>               <C>             <C>
  REVENUES
      Membership services                                    $    873,510        $    821,110      $  2,677,287    $  2,817,566
      Advertising                                                 715,971             377,126         1,756,088       1,087,683
      Trips and outings                                           756,098             791,670           756,098         791,670
                                                             -------------       -------------     -------------   -------------

               Total Revenues                                   2,345,579           1,989,906         5,189,473       4,696,919
                                                             -------------       -------------     -------------   -------------

  EXPENSES:
      Satellite transmission fees                                 554,176             481,500         1,635,816       1,264,607
      Advertising and programming                                  18,351              37,932           147,456         348,294
      Selling, general and administrative                         995,172           1,100,706         2,780,032       3,290,520
      Trips and outings                                           485,168             563,016           485,168         563,016
                                                             -------------       -------------     -------------   -------------

               Total Expenses                                   2,052,867           2,183,154         5,048,472       5,466,437
                                                             -------------       -------------     -------------   -------------

  Income (loss) from operations                                   292,712            (193,248)          141,001        (769,518)

  Other income (expense):
      Gain on sale of common stock of
      subsidiary                                                  153,180                   -           744,247               -
      Interest, net                                               (47,165)            (76,309)         (163,924)       (159,639)
                                                             -------------       -------------     -------------   -------------

  Income (loss) before provision (credit) for
     income taxes and minority interest                           398,727            (269,557)          721,324        (929,157)

  Provision (credit) for income taxes                                   -                   -                 -               -
                                                             -------------       -------------     -------------   -------------

  Income (loss) before minority interests                         398,727            (269,557)          721,324        (929,157)

  Minority interest in net losses of consolidated
     subsidiaries                                                 (13,577)                   -           53,010               -
                                                             -------------       -------------     -------------   -------------

  Net income (loss)                                          $    385,150        $   (269,557)     $    774,334    $   (929,157)
                                                             =============       =============     =============   =============

  Earnings (loss) per common share:
      Basic                                                  $      0 .09        $      (0.06)     $       0.18    $      (0.22)
                                                             =============       =============     =============   =============
      Diluted                                                $      0 .09        $      (0.06)     $       0.18    $      (0.22)
                                                             =============       =============     =============   =============

  Weighted average number of common shares outstanding
      Basic                                                     4,248,937           4,257,542         4,248,811    $  4,256,318
                                                             =============       =============     =============   =============
      Diluted                                                   4,248,937           4,257,542         4,248,811    $  4,256,318
                                                             =============       =============     =============   =============

</TABLE>


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

                                       -5-
<PAGE>

<TABLE>

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

                                                                                         Nine Months Ended September 30
                                                                                    ------------------------------------------
                                                                                         1998                         1997
                                                                                    -------------                -------------
                                                                                                    (unaudited)
<S>                                                                                  <C>                         <C>
Operating Activities:
     Net income (loss)                                                               $    774,334                $   (929,157)
     Adjustments to reconcile net income to net cash used
       in operating activities:
         Depreciation and amortization                                                    174,076                     151,795
         Common stock issued for services                                                   1,504                           -
         Rent expense paid through offsets against
            stockholder receivable                                                         38,250                      60,300
         Interest on stock subscription receivable                                         (6,638)                          -
         Gain on sale of subsidiary stock                                                (744,247)                          -
         Minority interest in net income (loss) of
            consolidated subsidiary                                                       (53,010)                          -
         Cash supplied (used) by changes in operating assets:
              Accounts receivable                                                        (233,681)                    (67,835)
              Inventories                                                                  36,749                      12,340
              Prepaid expenses                                                              7,586                     (84,477)
              Income taxes receivable                                                      92,764                           -
              Deposits and other assets                                                   (24,245)                   (145,110)
              Accounts payable and accrued liabilities                                    (61,079)                    205,801
              Deferred revenue                                                           (579,039)                    166,151
              Deferred rent obligations                                                     1,713                           -
              Deferred compensation                                                        68,500                           -
              Customer deposits                                                           (30,231)                     (9,500)
                                                                                     -------------               -------------

                  Net cash used in operating activities                                  (536,693)                   (639,692)
                                                                                     -------------               -------------

Investing Activities:
     Purchase of property, plant, and equipment                                          (142,822)                   (112,824)
     Expenditures for trademarks                                                           (2,529)                          -
                                                                                     -------------               -------------

                  Net cash provided by (used in) investing activities                    (145,351)                   (112,824)
                                                                                     -------------               -------------

Financing Activities:
     Principal payments on long-term debt and capital leases                             (178,060)                   (141,827)
     Net proceeds from stockholder loans                                                        -                     569,533
     Return of funds to investors                                                          (4,000)                          -
     Net proceeds from sale of common stock                                                     -                     301,215
     Sale of subsidiary stock to minority interests                                       821,500                           -
                                                                                     -------------               -------------

                  Net cash provided by financing activities                               639,440                     728,921
                                                                                     -------------               -------------

Net increase (decrease) in cash and cash equivalents                                      (42,604)                    (23,595)

Cash and cash equivalents at beginning of period                                          373,368                      82,027
                                                                                     -------------               -------------

Cash and cash equivalents at end of period                                           $    330,764                $     58,432
                                                                                     =============               =============
</TABLE>


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

                                       -6-
<PAGE>


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


NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
-----------------------------------------------------------------------

Organization
------------

Global Outdoors, Inc. (the "Company") owns a majority interest in The Outdoor
Channel, Inc. ("The Outdoor Channel" or the "Channel"), a national television
network devoted solely to traditional outdoor activities, such as hunting,
fishing, shooting sports, rodeo 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 America, Inc. ("GPAA"), revenue from advertisers in
a bi-monthly magazine, advertising revenues through cable television programming
dba 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.

On February 10, 1995, the Company acquired 100% of the stock of GPAA in exchange
for 2,500,000 shares of its Common Stock. For accounting purposes, the assets of
GPAA are recorded at their historical cost basis in a manner similar to a
pooling of interest. The acquisition agreement provided for the issuance of up
to an additional 1,500,000 shares of Common Stock ("Earn Out Shares") to the
former stockholders of GPAA if GPAA achieved certain earnings or valuation
milestones. The former stockholders of GPAA, Perry T. Massie, Thomas H. Massie,
and Wilma M. Massie, are stockholders of the Company and Messrs. Perry and
Thomas Massie are officers of the Company. On December 21, 1998, the Company
issued 1,000,000 shares of Common Stock as Earn Out Shares to the former
shareholders of GPAA.

Basis of Presentation
---------------------

During 1997, the Company experienced significant operating losses, principally
due to The Outdoor Channel. As a result of losses in 1997 and prior years, at
December 31, 1997, the Company had negative working capital and a stockholders'
deficit. In November 1997, the Company commenced a plan to make The Outdoor
Channel self supporting. In furtherance of that plan, The Outdoor Channel
conducted a private placement of common stock with approximately $2 million in
common stock sold through March 5, 1999. Of this amount, approximately $300,000
was from the sale of shares of the Channel owned by the Company and
approximately $1.7 million was from previously unissued shares of the Channel.
The private placement ended effective March 5, 1999.

In April 1998, the Company entered into agreements with Perry T. 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, if needed.
The Company's financial condition and future results of operations could be
adversely affected should the Company continue to generate operating losses and
not be able to raise sufficient additional equity funds through private
placements or through the stockholder commitment, as noted above.


                                      -7-
<PAGE>


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

Management Statement
--------------------

The interim financial statements for the periods reported include all
adjustments which in the opinion of management are necessary in order to make
the financial statements not misleading.

Reference to Form 10-KSB
------------------------

Please refer to the Company's Form 10-KSB, and any amendments thereto, for the
year ended December 31, 1997 for additional information and disclosures which
may be of interest to the reader hereof.

NOTE 2.  GAIN FROM THE SALE OF SUBSIDIARY'S STOCK

During the quarter ended September 30, 1998, The Outdoor Channel sold 115,000
shares of its Common Stock at $1.50 per share , reducing the Company's ownership
from 90% to 89%. Pursuant to SAB 51 and SAB 84, changes in a parent's ownership
percentage in a subsidiary caused by issuances of the subsidiary's stock can be
recognized in consolidation as gains or losses under certain conditions. Such
gains have been included in the Company's Statement of Operations where the
Company is reporting a consolidated gain.

NOTE 3.  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 common stock was
simultaneously increased from $.001 a share to $.02 a share. All per share
amounts for prior years have been restated to give retroactive effect to the
reverse stock split.

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

NOTE 4.  SUBSEQUENT EVENTS

>From October 1, 1998 and through March 5, 1999, 303,084 shares of The Outdoor
Channel, Inc.'s Common Stock were sold by the Channel to investors for $490,251
and 182,084 shares of The Outdoor Channel, Inc.'s Common Stock were sold by the
Company to investors for $308,751, decreasing the Company's ownership interest
in The Outdoor Channel to 84%.

In December 1998, 1,000,000 shares of Common Stock were issued to the former
shareholders of GPAA as Earn Out Shares pursuant to the agreement whereby the
Company acquired GPAA on February 10, 1995.


                                       -8-
<PAGE>


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

This report on Form 10-QSB 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 for the year ended
December 31, 1997.

Comparison of Quarters Ended September 30, 1998 and September 30, 1997

         REVENUES. The Company's revenues include revenues from advertising
fees, GPAA and Lost Dutchman's membership sales, product sales and the Trips and
Outings Division sales. Advertising fees result from the sale of advertising
time on The Outdoor Channel and from advertising space in publications such as
the Gold Prospector magazine. Revenues for the quarter ended September 30, 1998
were $2,345,579, an increase of $355,673, or 18%, compared to revenues of
$1,989,906 for the quarter ended September 30, 1997. This increase was the
result of changes in several items composing revenue. Advertising increased
significantly to $715,971 for the quarter ended September 30, 1998 from $377,126
for the quarter ended September 30, 1997, primarily due to an increase in
advertising revenue on The Outdoor Channel. Membership services increased
modestly to $873,510 for the quarter ended September 30, 1998 from $821,110 for
the quarter ended September 30, 1997. Trips and outings decreased modestly to
$756,098 for the quarter ended September 30, 1998 from $791,670 for the quarter
ended September 30, 1997.

         EXPENSES. The Company's expenses consist primarily of the cost of
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, 1998 were $2,052,867 a
decrease of $130,287, or 6%, compared to $2,183,154 the quarter ended September
30, 1997. This decrease was the result of changes in several items composing
expenses. Selling, general and administrative expenses decreased to $995,172 for
the quarter ended September 30, 1998, compared to $1,100,706 for the quarter
ended September 30, 1997, due to several factors including the Company paring
down executive salaries, further attention to controlling expenses and due to
closing American Prospecting Equipment Company. Trips and outings decreased to
$485,168 for the quarter ended September 30, 1998, compared to $563,016 for the
quarter ended September 30, 1997, due less participation on the Alaska Trip and
Motherlode expeditions and therefore less expenses. Advertising and programming
decreased to $18,351 for the quarter ended September 30, 1998, compared to
$37,932 for the quarter ended September 30, 1997, due to less emphasis in this
area by management. On the other hand, Satellite transmission fees increased to
$554,176 for the quarter ended September 30, 1998 compared to $481,500 for the
quarter ended September 30, 1997 due to increased satellite transponder
expenses.

         INCOME (LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES AND MINORITY
INTEREST. Income (loss) before provision (credit) for income taxes and minority
interest increased substantially as a percentage of revenues to 17% for the
quarter ended September 30, 1998 from a loss of (14)% for the quarter ended
September 30, 1997. This was due primarily to the Company having income from
operations of $292,712 for the quarter end September 30, 1998, compared to a
loss from operations of $(193,248) for the quarter ended September 30, 1997.
Also, gain on sale of common stock of subsidiary was $153,180 for the quarter
ended September 30, 1998 compared to $0 for the quarter ended September 30,
1997. During the quarter ended September 30, 1998, the subsidiary, The Outdoor
Channel, sold 115,000 shares of common stock at $1.50 per share in a private


                                      -9-
<PAGE>


placement, resulting in the nonoperating gain and reducing the Company's
ownership in the subsidiary from 90% to 89%. Subsequent to September 30, 1998,
the subsidiary continued to sell shares of its common stock in a private
placement. The sale of subsidiary stock was the result of the Company's
execution of its plan to place The Outdoor Channel on a self supporting basis
which was effectuated, in part, by selling a part of The Outdoor Channel to
outside investors. These sales occurred for the first time in the fourth quarter
of 1997 and ended effective March 5, 1999.

General

         Global Outdoors, Inc. (the "Company" or "Global") is the principal
owner of The Outdoor Channel, Inc. which owns and operates The Outdoor Channel
("The Outdoor Channel" or "Channel"), the first national television network
devoted primarily to traditional outdoor activities, such as hunting, fishing,
shooting sports, rodeo and recreational gold prospecting. The Company also owns
and operates related businesses which serve the interests of viewers of The
Outdoor Channel and other outdoor enthusiasts. These related businesses include,
LDMA-AU, Inc. ("Lost Dutchman's"), Gold Prospectors' Association of America,
Inc. ("GPAA") and the Trips Division. Lost Dutchman's is a national recreational
gold prospecting campground club with over 5,000 members and properties in
California, Alaska, Oregon, Nevada, Arizona, Colorado, Georgia, South Carolina
and North Carolina. GPAA is the largest recreational gold prospecting club in
the world with approximately 35,000 active members. GPAA also sells products and
services related to recreational gold prospecting and is the publisher of the
Gold Prospector magazine. Prior to being a wholly-owned subsidiary of the
Company, GPAA was an affiliated company which owned the Outdoor Channel. As
discussed below, the Company acquired 100% of the stock of GPAA in February
1995. The Company's Trips Division sponsors unique recreational prospecting
trips to the historic Mother Lode area of California and to the Company's 2300
acre camp, located 11 miles west of Nome, Alaska.

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

         On February 10, 1995, Global acquired 100% of the stock of GPAA in
exchange for 2,500,000 shares of its Common Stock and potential Earn Out Shares
issuable contingent upon specified levels of earnings or appraised value. In
December 1998, 1,000,000 Earn Out Shares were issued to the former shareholders
of GPAA pursuant to the agreement whereby Global acquired GPAA. The primary
basis for issuing the Earn Out Shares was the value of The Outdoor Channel
further described herein. Since GPAA was a commonly controlled company, its
assets and liabilities were recorded in 1995 at their historical cost basis in a
manner similar to a pooling of interest, and the additional shares issued in
1998 were recorded at their par value.


                                      -10-
<PAGE>


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

         In April 1998, The Outdoor Channel signed an affiliation agreement with
EchoStar Satellite Corporation ("EchoStar"), one of the largest direct broadcast
satellite companies ("DBS") in the U.S. with approximately two and million
subscribers. The Outdoor Channel's launch on EchoStar's Dish Network occurred in
December 1998. Commencing February 1, 1999, The Outdoor Channel has been
available on the Dish Network on an al a carte basis (i.e stand alone) for a fee
of $1.99 per month. Through April, 1999, there were approximately 100,000
subscribers to The Outdoor Channel on the Dish Network. The Channel receives a
significant portion of the monthly subscriber fees. For the month of April 1999
the Channel's portion was approximately $65,000.

         In April 1998, The Outdoor Channel signed a cross promotion agreement
with the Wild Life Legislative Fund of America ("WLFA"). The WLFA is affiliated
with groups representing approximately 1.5 million sports men and women and will
be encouraging them to request The Outdoor Channel. The Outdoor Channel intends
to co-produce with the WLFA a new show "In the Crosshairs" which will discuss
hunters and anglers' rights. The Outdoor Channel is also promoting memberships
in the WLFA. Cross promotion agreements with the WLFA and other similar
organizations give The Outdoor Channel a very effective means to increase viewer
awareness and demand for The Outdoor Channel at no net cash cost to the Channel.

         In August 1998, The Outdoor Channel signed a national carriage
agreement with Time Warner Cable, a division of Time Warner Entertainment
Company ("Time Warner"), one of the largest MSOs in the U.S. The Company
believes there will be significant distribution of The Outdoor Channel on Time
Warner systems.

         A primary objective of the Company is for The Outdoor Channel to obtain
distribution. To accomplish this objective the Channel seeks to sign national
carriage agreements with MSOs and thereafter carriage agreements with the MSOs'
individual cable affiliates. Efforts to obtain distribution for The Outdoor
Channel to date have largely been focused on areas where there are the greatest
number of outdoor enthusiasts, mainly in rural areas of the United States. As of
May 1999 The Outdoor Channel was launched on approximately 1,500 cable systems
with approximately 3.5 million subscribers. The Outdoor Channel is under
contract with or has signed national carriage agreements with over 75 of the top
100 multi-system cable operators representing over 40 million potential
households.

         In October 1998, The Outdoor Channel moved its satellite transmission
to PanAmSat's, Galaxy 9 satellite pursuant to a long term lease agreement, as
amended, originally executed in October 1996

         In November 1998, The Outdoor Channel renewed its media placement
agreement with Frederiksen Television, Inc. for the placement of direct response
programming on The Outdoor Channel, primarily during off hours. The Outdoor
Channel receives significant revenues under this agreement.


                                      -11-
<PAGE>


         In 1998, the Channel retained BIA Consulting, Inc. ("BIA") to value The
Outdoor Channel. In December 1998, BIA provided the Channel with a Prospective
Fair Market valuation of The Outdoor Channel which included BIA's opinion that
the estimated value of the Channel was $30 million as of December 31, 1998.

         In December 1997, the Company instituted a plan to make The Outdoor
Channel self supporting. Since that time the Company has not advanced
significant funds to the Channel with The Outdoor Channel supporting itself
primarily with its revenues and outside investor funds. The Outdoor Channel
raised $172,500 for the quarter ended September 30, 1998. The Outdoor Channel
raised $1,691,751 from private investors from December 1, 1997 through March 5,
1999 and during the same time period the Company received $308,751 from private
investors by the sale of a portion of its shares in The Outdoor Channel. As of
March 5, 1999, when the offering was ended, the Company owned approximately 84%
of The Outdoor Channel. Sales of Common Stock in the Channel are not presently
contemplated in the near future. Therefore, after March 31, 1999, it is not
presently anticipated that the Company's earnings will reflect gains resulting
from such sales.

         In the third quarter of 1998, the Company did not generate sufficient
cash flow from operations to meet its cash flow requirements. In addition to
cash generated from operations, the Company's cash flow needs in the third
quarter of 1998 were primarily met by the funds from the private placement of
The Outdoor Channel.

         In December 1998, The Outdoor Channel reopened its private placement to
accredited investors who had previously invested in the Channel. 400,000 shares
of Common Stock of the Channel were offered at $1.50 per share. Of this number,
200,000 shares were from the Channel and 200,000 shares were from shares of the
Channel owned by Global. Effective February 1, 1999, The offering price per
share was increased to $2.00 per share. The maximum offering amount of $600,000
was oversubscribed by $17,502 which over subscriptions The Outdoor Channel and
Company elected to accept. The Channel decided to reopen the offering for
several reasons including the fact that The Outdoor Channel did not have any
working capital and the Channel had not repaid any of its debt to Global. Global
elected to offer some of its stock in the reopened offering since the Company
desired to obtain additional funds to be in a position to retire a portion of
its debt to Wells Fargo Bank and to make further improvements on its Lost
Dutchman's properties including its Stanton property.

         As of May 1999, the Company is generating sufficient cash flow from
operations to meet its short-term cash flow requirements. The Outdoor Channel is
also meeting its short-term cash flow requirements. The Company intends on
utilizing funds it receives from The Outdoor Channel's private placement
primarily for working capital, to be in a position to retire debt and to make
improvements on it Lost Dutchman's properties. The Outdoor Channel intends on
utilizing funds it receives from its private placement primarily to make
improvements to its equipment and facilities, augment personnel and retire debt.
Management believes that the Company's existing cash resources and anticipated
cash flow from operations will be sufficient to fund the Company's operations at
current levels for the next twelve months. To the extent that such amounts are
insufficient to finance the Company's working capital requirements, the Company
could be required to seek financing. There can be no assurance that equity or
debt financing will be available if needed, or, if available, will be on terms
favorable to the Company or its shareholders. Significant dilution may be
incurred by present shareholders as a result of any such financing. The primary
source for short-term financing for The Outdoor Channel has been its private
placement. There can be no assurance that this source will continue to be
available, if needed, in the future. In the event, The Outdoor Channel is
required to seek financing, there can be no assurance that equity or debt


                                      -12-
<PAGE>


financing will be available if needed, or, if available, will be on terms
favorable to The Outdoor Channel or its shareholders. At the current level of
operations, the Company is retiring some of its existing debt and is planning to
finish significant improvements on its Stanton Property and make further
improvements to some of its other properties. The Company anticipates that The
Outdoor Channel will commence retiring some of its debt with the Company in the
second half of 1999. The Company presently intends to utilize such funds to be
in a position to retire a portion of its bank loan and make Lost Dutchmans and
GPAA acquisitions and improvements. There can be no assurance that The Outdoor
Channel will commence retiring its debt with the Company in 1999.

         Since July 30, 1997, the Company's Common Stock has been traded on the
NASD's over the counter Bulletin Board. Price quotes on the Company's Common
Stock can be obtained from any stockbroker. Also, price quotes can be obtained
from a number of other sources including internet sites on American On Line,
Yahoo Finance and Paww's Financial Network.


                                      -13-
<PAGE>


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

                  None.


                                      -14-
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            GLOBAL OUTDOORS, INC.
                                                 (Registrant)


Dated:  July 22, 1999                       By:     /s/ PERRY T. MASSIE
                                                ----------------------------
                                                 PERRY T. MASSIE,
                                                 President and Chief
                                                 Executive Officer




Dated:  July 22, 1999                       By:     /s/ RICHARD D. VERMEER
                                                ----------------------------
                                                 RICHARD D. VERMEER,
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)


                                      -15-