<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 JUNE 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 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)

                             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:
<TABLE>
<CAPTION>
                                           Number of Shares Outstanding
       Class                                    at August 13, 1996
       -----                               ----------------------------
 <S>          <C>                                  <C>
 Common Stock, $.02 par value                      4,116,664
</TABLE>

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 JUNE 30, 1996
______________________________________________________________________________


                             GLOBAL OUTDOORS, INC.





                                      -2-
<PAGE>   3
   
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                         JUNE 30                   DECEMBER 31
                                                               ----------------------------        -----------
                                                                Restated          Restated           Restated
                                                                  1996              1995               1995
                                                               -----------      -----------        -----------
<S>                                                            <C>              <C>                <C>
CURRENT ASSETS
  Cash                                                         $    71,764      $   580,425        $   458,448
  Current portion of stockholder receivable                         40,800           40,800             40,800
  Other receivables                                                157,838          117,679            135,937
  Income taxes receivable                                           34,113           86,665             75,281
  Inventories                                                      145,675           50,000            192,268
  Prepaid expenses                                                 631,323          333,953            536,591
                                                               -----------      -----------        -----------

                 Total current assets                            1,081,513        1,209,522          1,439,325

MEMBERSHIP RECREATIONAL
         MINING PROPERTIES (Note 3)                                910,625          629,572            646,717

ALASKA RECREATIONAL
         MINING PROPERTIES (Note 3)                              1,549,426        1,588,702          1,550,052

EQUIPMENT AND LEASEHOLD
         IMPROVEMENTS (Note 3)                                     413,808           80,400            226,970

STOCKHOLDER RECEIVABLE,
  Interest at 6% $5,000 per month including
  interest, secured by building, less
  current portion                                                  268,217          326,434            292,616

DEPOSITS                                                           312,926          383,000            323,226

DEFERRED INCOME TAXES                                              569,787                -                  -

OTHER ASSETS                                                        49,599           12,140             97,949

                                                               -----------      -----------        -----------
TOTAL ASSETS                                                   $ 5,155,901      $ 4,229,770        $ 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>
                                                                          JUNE 30                DECEMBER 31
                                                              -----------------------------      -----------
                                                                Restated         Restated          Restated
                                                                  1996             1995              1995
                                                              ------------      -----------      -----------
<S>                                                            <C>             <C>              <C>
CURRENT LIABILITIES
   Current maturities of long-term debt                        $   177,516      $    29,060      $   111,387
   Customer deposits                                               720,307          623,532           16,979
   Accounts payable and accrued expenses                           131,245          124,357          159,802
   Deferred revenue, current                                       347,128          338,452          310,756
                                                               -----------      -----------      -----------

                 Total current liabilities                       1,376,196        1,115,401          598,924

DEFERRED REVENUE, Long term portion                              1,295,840        1,018,711        1,245,852

DEFERRED INCOME TAXES                                                    -           45,647                -

LONG TERM DEBT, Less current portion                               927,837          261,447          288,600
                                                               -----------      -----------      -----------

                 Total liabilities                               3,599,873        2,441,206        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 June 30, 1996;  4,074,988 at
   December 31, 1995; and 3,868,758 at June
   30, 1995                                                         82,071           77,375           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 June
   30, 1996; 63,195 at December 31, 1995; and
   63,855 at June 30, 1995                                              62               64               63

   Additional paid-in capital                                    2,869,424        2,060,014        2,793,938

   Retained Earnings                                           (1,174,279)        (127,639)        (210,772)

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

                 Total stockholders' equity                   $  1,556,028      $ 1,788,564      $ 2,443,479
                                                              ------------      -----------      -----------

TOTAL LIABILITIES AND EQUITY                                  $  5,155,901      $ 4,229,770      $ 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                               6 Months Ended
                                     -----------------------------------          ---------------------------------
                                           Restated             Restated                  Restated         Restated
                                            June 30              June 30                   June 30          June 30
                                               1996                 1995                      1996             1995
                                     --------------      ---------------          ----------------    -------------
<S>                                  <C>                <C>                       <C>                 <C>
REVENUES
--------

   Alaska/Australia Trip              $      73,481     $         47,216          $         73,4$1           47,216

   Membership Sales                         878,410              951,610                 1,702,321        1,567,515
   Advertising                              204,381              103,111                   338,993          172,010
   Management fees                                -               30,000                         -           30,000
   Interest                                   6,738               12,970                    13,078           19,762
                                     --------------      ---------------          ----------------    -------------
        Total net revenues            $   1,163,010      $     1,144,907           $     2,127,873    $   1,836,503
                                     --------------      ---------------          ----------------    -------------

EXPENSES
--------

   Alaska/Australia trip expenses    $       42,644      $        24,891          $         42,64$    $      24,891

   Advertising                              368,781              315,618                   857,856          523,427
   Bank credit card charges                  17,654               13,583                    34,401           24,511
   Compensation & related costs             357,211              185,042                   655,290          340,162
   Depreciation                              31,200               34,500                    62,400           68,866
   Freight                                   34,596               17,489                    51,411           33,853
   Insurance                                 24,024               39,473                    46,488           49,823
   Interest                                  25,300                7,350                    38,321           12,050
   Merchandise purchases                     65,162               27,021                   163,872           60,789
   Office supplies                           13,722                7,401                    23,744           14,171
   Other                                     18,409               13,560                    61,291           61,054
   Outside labor                             28,712                2,970                    89,874            9,240
   Postage & delivery                       150,490               79,439                   253,385          152,299
   Printing                                 142,586               76,605                   175,691          151,312
   Professional services                     89,977               15,635                   122,871           49,473
   Property tax                                 986                1,184                     3,987            3,119
   Repairs and maintenance                   17,940                7,957                    33,347           15,663
   Rent                                      24,565               15,300                    71,665           27,930
   Shows and seminars                        93,422               60,947                   145,550           76,614
   Supplies and small tools                  41,003               35,407                    83,828           63,666
   Tax and license                           12,997                2,522                    22,655            6,676
   Telephone and utilities                   58,227               29,379                    93,958           63,044
   TNN Show                                 375,600                    -                   574,700                -
                                     --------------      ---------------          ----------------    -------------
        Total expenses               $    2,035,208      $     1,013,273          $      3,709,229    $   1,832,633
                                     --------------      ---------------          ----------------    -------------

Income before income tax             $    (872,198)      $       131,634          $    (1,581,356)    $       3,870

Income tax expense                        (331,435)               50,021                 (600,915)            1,471
                                     --------------      ---------------          ----------------    -------------

Net income (loss)                    $     (540,763)     $        81,613          $      (980,441)    $       2,399
                                     ==============      ===============          ================    =============

Earnings per share (Note 6)          $        (0.13)     $          0.02          $         (0.24)     $       0.00
</TABLE>





                 See Notes to Consolidated Financial Statements
    





                                      -5-
<PAGE>   6
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                          Period Ended June 30
                                                  ----------------------------
                                                         1996             1995
                                                  -----------     ------------
<S>                                               <C>             <C>
Cash flows from operating activities              $ (619,125)     $    759,496

Cash flows (used in) investing activities,
     purchase of equipment                          (421,443)        (520,935)

Cash flows (used in) financing activities,
     payments on long-term debt                       653,884        (423,249)
                                                  -----------     ------------

Net increase (decrease) in cash                   $ (386,684)     $  (184,688)

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

     Cash at end of period                        $    71,764     $    580,425
                                                  ===========     ============
</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 June 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 based upon
historical membership longevity taking into
    





                                      -8-
<PAGE>   9
   
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 sales revenue,
operating expenses and profits for the six months ended June 30, 1996 and 1995:
    





                                      -9-
<PAGE>   10
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   
<TABLE>
<CAPTION>
                                   As Previously       Change in LDMA         Barter             As    
                                      Reported        Sales Accounting      Eliminated        Restated 
                                    ------------      ----------------    ------------      -----------
<S>                               <C>                  <C>                <C>                <C>       
6-30-95                                                                                                
-------                                                                                                
Assets                                 6,990,229        (2,760,459)                   -      4,229,770 
Shareholder equity                     3,840,120        (2,051,556)                   -      1,788,564 
Total net revenue                   $    4698403        (1,035,500)         $ (1826400)      1,836,503 
Operating expenses                     4,007,773          (348,740)         (1,826,400)      1,832,633 
                                    ------------        ----------          -----------      --------- 
   Net income before tax                 690,630          (686,760)                   -          3,870 
Income tax expense                       250,000          (248,529)                   -          1,471 
   Net income                            440,630          (438,231)                   -          2,399 
   Earnings per share               $       0.11        $     (.11)         $         -            .00 
                                                                                                       
                                                                                                       
6-30-96                                                                                                
-------                                                                                                
Assets                                 9,956,178        (4,800,277)                    -     5,155,901 
Shareholder equity                     5,358,220        (3,802,192)                    -     1,556,028 
Total net revenue                   $    6938144        (2,707,646)         $  (2102625)    $2,127,873 
Operating expenses                     6,358,463          (546,609)          (2,102,625)     3,704,229 
                                    ------------        ----------          ------------    ---------- 
   Income before income                  579,681        (2,161,037)                    -    (1,581,356)
     tax                                                                                               
Income tax expense                       210,000          (810,915)                    -      (600,915)
Net income                               369,681        (1,350,122)                    -      (980,441)
Earnings per share                  $       0.09       $      (.33)         $          -    $     (.24)
</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           Reorganized
                                       ----------            ----------
          <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>
                                                             JUNE 30           JUNE 30           DECEMBER 31
                                                               1996              1995                1995
                                                           ------------     -------------       -------------
<S>                                                        <C>              <C>                 <C>
 Membership recreational mining properties:
    Land                                                   $    859,677     $     580,781       $     604,477
    Buildings and improvements                                   78,553            67,396              66,845
                                                           ------------     -------------       -------------
                                                                938,230           648,177             671,322

    Less accumulated depreciation                              (27,605)           (18,605)            (24,605)
                                                           ------------     -------------       -------------

                                                           $    910,625     $     629,572       $     646,717
                                                           ============     =============       =============
                                                                           

 Alaska recreational mining properties:
    Land                                                   $  1,202,373     $   1,202,373       $   1,202,373
     Buildings and Improvements                                 444,549           444,549             444,549
     Vehicles and equipment                                     883,511           826,787             842,137
                                                           ------------     -------------       -------------
                                                              2,530,433         2,473,709           2,489,059

     Less accumulated depreciation                             (981,007)         (885,007)          (939,007)
                                                           ------------     -------------       -------------
                                                                              

                                                           $  1,549,426     $   1,588,702       $   1,550,052
                                                           ============     =============       =============
                                                                             
                                                                             

Equipment and leasehold improvements:                                      
      Furniture and fixtures                               $     62,586     $       3,477       $      38,914
      Equipment                                                 424,010           122,060             255,259
      Vehicles                                                   96,602            94,102              94,102
      Leasehold improvements                                     18,191             7,364               8,876
                                                           ------------     -------------       -------------

           Total                                                601,389           227,003             397,151
 Less accumulated depreciation                                 (187,581)         (146,603)           (170,181)
                                                           ------------     -------------       -------------
                                                           $    413,808     $      80,400       $     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
$532,713 as of June 30, 1996.
    





                                      -11-
<PAGE>   12
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

NOTE 6.  EARNINGS PER SHARE

Earnings per share are based on the weighted average number of common and
common equivalent shares outstanding during the year.  On June 30, 1996 and
1995, the weighted average number of shares for computing earnings per share
were 4,309,527 and 4,031,974, respectively.

NOTE 7.  SUBSEQUENT EVENTS

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.  On
August 5, 1996, the Company filed an SB-2 Registration Statement with the
Securities and Exchange Commission 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.





                                      -12-
<PAGE>   13
                     GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   
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 and Form
10-KSB/A for the year ended December 31, 1995.

COMPARISON OF QUARTERS ENDED JUNE 30, 1996 AND JUNE 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 June 30, 1996 were
$1,163,010 compared to nearly identical revenues of $1,144,907 for the quarter
ended June 30, 1995.  This was due to offsetting results in three items.
Membership sales decreased to $878,410 for the quarter ended June 30, 1996 from
$951,610 for the quarter ended June 30, 1995, due primarily to decreased GPAA
sales.  Advertising increased substantially to $204,381 for the quarter ended
June 30, 1996 compared to $103,111 for the quarter ended June 30, 1995,
primarily due to increased advertising revenue on The Outdoor Channel.
Revenues from the Trips Division also increased significantly to $73,481 for
the quarter ended June 30, 1996 compared to $47,216 for the quarter ended June
30, 1995, due to increased sales on the Alaska Trip.  Despite management
devoting significant time and resources to increasing distribution and revenues
for The Outdoor Channel, in the Second Quarter of 1996, the Company was able
keep revenue nearly the same as for the second quarter of 1995

         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 June 30, 1996 were $2,035,208, an
increase of $1.021,935 of 101%  compared to $1,013,273 for the quarter ended
June 30, 1995.  This very substantial increase was predominately due to
increases in specific areas.  Compensation and Related Payroll Costs increased
$172,169 to $357,211 for the quarter ended June 30, 1996, compared to $185,042
for the quarter ended June 30, 1995.  This increase was due to the cumulative
addition of executive, sales and administrative personnel for The Outdoor
Channel during the period after June 30, 1995.  Merchandise purchases increased
to $65,162 for the quarter ended June 30, 1996 compared to $27,021 for the
quarter ended June 30, 1995, due to sharply increased activity in the products
division.  Printing increased to $142,586 for the quarter ended June 30, 1996
compared to $76,605 for the quarter ended June 30, 1995, due the expansion of
in-house printing activities and promotions for which mailers are distributed.
Postage increased to $150,490 for the quarter ended June 30, 1996 compared to
$79,439 for the quarter ended June 30, 1995, due primarily to increased
mailings in connection with company promotions and products.  Shows and
Seminars increased to $93,422 for the quarter ended June 30, 1996, compared to
$60,947 for the quarter ended June 30, 1995, due to substantial increase in
participation by The Outdoor Channel in trade shows for the purpose of
increasing industry visibility.    The Company's "Gold Prospecting Show" which
was produced for airing on The Nashville Network ("TNN")  commencing January
1996 was popular with viewers.  Production and airing costs per show were
approximately $43,000.  Due to the lack of immediate commercial success, the
Company decided to devote its resources to other aspects of the Company's
business with the show ending its run on TNN in May 1996.  The loss for the
quarter ended June 30, 1996 for this item was $375,600.  There was no
comparable item for the quarter ended June 30, 1995.
    





                                      -13-
<PAGE>   14
   
         Income Before Income Taxes.  Income before income taxes decreased as a
percentage of revenues from 12% for quarter ended June 30, 1995 to (75)% for
the quarter ended June 30, 1996.

         Income Tax Expense.  Income tax expense for the quarter ended June 30,
1996 was $(331,435) compared to $81,613 for the quarter ended June 30, 1995,
due to the decrease in net income which was primarily due to discontinuing the
TNN Show.

GENERAL

         Management of Global continued its emphasis on the growth and
development of The Outdoor Channel during the first and second quarters 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.

         In April 1996, The Outdoor Channel executed a media placement
agreement with Frederiksen Television, Inc. for the placement of direct
response programming on The Outdoor Channel, primarily during off hours.  That
agreement was renegotiated in July 1996 with the Company then anticipating
revenues from the contract in the range of $30,000 to $40,000 per month.

         In May 1996, the Company hired James E. Crawford as Vice President for
Sales and Marketing for The Outdoor Channel.  Mr. Crawford is also a recognized
cable television executive.  From October 1995 to April 1996, he was the
Director of Affiliate Sales Western Division for Outdoor Life Network, a
competitor of The Outdoor Channel, and for Speedvision Network.  Mr. Crawford
was instrumental in Outdoor Life's sales and marketing from that network's
inception.

         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 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 209,000 subscribers.  In May
1996, The Outdoor Channel signed a national carriage agreement with Northland
Communications which has 191,000 subscribers.  The Company has received verbal
agreements with several other MSO's.  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.

         The Company continued to aggressively market Lost Dutchman's
memberships in 1996.

         In January 1996, the Company began the weekly airing of the "Gold
Prospecting Show" on TNN, a network with approximately 70 million potential
viewers.  While the show was a success with viewers, the Company did not
achieve the commercial success through the sales of its products and services
and advertising time that it had anticipated and the Company discontinued the
show at the end of May 1996.
    





                                      -14-
<PAGE>   15
   
While the Company believed the show would eventually have become a commercial
success it elected to allocate resources that would have been devoted to the
show to The Outdoor Channel.

         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 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 anticipated price of the
Units was $10.00 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.

         As of June 30, 1996, the Company had a $750,000 revolving line of
credit with Wells Fargo Bank, $532,713 of which was outstanding.  The line of
credit bears interest at 9.25%.  The line of credit is unsecured but is
personally guaranteed by Perry T. Massie, Thomas H. Massie and a major
shareholder.

         As of August 14, 1996, the Company required short-term financing of
$300,000 to meet its anticipated cash flow obligations through October 1996.
Management believed that the Company's existing cash resources and anticipated
cash flows from operations, when combined with short-term financing of $300,000
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 then anticipated 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 $300,000 the Company believed 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 1996, 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


<TABLE>
<CAPTION>
             Exhibit
             Number
             ------
             <S>              <C>
             27               Financial Data Schedule. (SEC filing only)
</TABLE>



             (b)     Reports on Form 8-K

                     Amendments No. 1 and No. 2 to a Report on Form 8-K dated
                     March 26, 1996, were filed with the Securities and
                     Exchange Commission on approximately April 9 and 13, 1996.
                     Said amendments concerned the dismissal of McGladrey &
                     Pullen, LLP as the Company's auditor.
    





                                      -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-