<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, 1997

( )   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 (X)   NO ( )

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

                                        Number of Shares Outstanding
       Class                                at November 14, 1997      
       -----                          -------------------------------
Common Stock, $.02 par value                     4,240,944           

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, 1997

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




                             GLOBAL OUTDOORS, INC.







                                    2
<PAGE>

                   GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

                                   ASSETS

            


                                                  September 30  December 31
                                                      1997         1996    
                                                  ------------  ------------
                                                  (unaudited)         
         
CURRENT ASSETS         
Cash                                              $    58,432   $    82,027
Current portion of stockholder receivable              56,400        56,400
 Advertising receivables, net of allowance for
      doubtful accounts                               150,169        82,334
Income taxes receivable                               230,000       230,000
Inventories                                           147,021       159,361
Prepaid expenses                                      258,849       174,372
                                                  ------------  ------------ 
Total current assets                                  900,871       784,494

MEMBERSHIP RECREATIONAL MINING
       PROPERTIES, NET                              1,015,546       995,010

ALASKA RECREATIONAL
       MINING PROPERTIES, NET                       1,491,328     1,465,609

OUTDOOR CHANNEL EQUIPMENT, NET                        335,010       386,584

OTHER EQUIPMENT AND LEASEHOLD
       IMPROVEMENTS, NET                              192,359       232,703

STOCKHOLDER RECEIVABLE                                163,357       223,657

DEFERRED TAXES                                              -             -

TRADEMARKS, net of accumulated amortization            92,293        85,601

DEPOSITS AND OTHER ASSETS                             197,350        52,240
                                                  ------------  ------------
TOTAL ASSETS                                      $ 4,388,114   $ 4,225,898
                                                  ============  ============

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

                                    3

<PAGE>

                   GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND STOCKHOLDERS' EQUITY                  

         
                                                  September 30   December 31
                                                      1997         1996 
                                                  ------------  ------------
                                                  (unaudited)         
         
CURRENT LIABILITIES         
 Line of credit                                   $   740,729   $   715,322
Current maturities of long-term debt                  312,152       303,593
Current maturities of capital leases                   39,522        47,172
Customer deposits                                           -         9,500
Accounts payable and accrued expenses                 625,999       420,198
Deferred revenue, current                           1,603,552     1,433,552
                                                  ------------  ------------
             Total current liabilities              3,321,954     2,929,337

DEFERRED REVENUE, Long term portion                   420,381       424,230

LONG TERM DEBT, Less current portion                  488,027       637,717

CAPITAL LEASES, Less current portion                  174,211       192,664

LOANS FROM STOCKHOLDERS                               569,533             - 
                                                  ------------  ------------
             Total liabilities                      4,974,106     4,183,948
                                                  ------------  ------------
         
         

STOCKHOLDERS' EQUITY         
         
 Convertible preferred stock, non voting, 10%
 noncumulative, no liquidation preference, $.001
 par value; 10,000,000 shares authorized; shares
 issued and outstanding:  60,675 at September
 30, 1997; 60,775 at December 31, 1996.                    61            61

 Common stock, $.02 par value; 50,000,000
 shares authorized; shares issued and outstanding:
 4,239,944 at September 30, 1997; 4,122,354 at
 December 31, 1996.                                    84,799        82,448

 Additional paid-in capital                         3,252,667     2,953,803

 Retained deficit                                  (3,702,269)   (2,773,112)

 Common stock subscriptions receivable               (221,250)     (221,250)
                                                  ------------  ------------ 
             Total stockholders' equity              (585,992)       41,950
                                                  ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 4,388,114   $ 4,225,898
                                                  ============  ============



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

                                    4


<PAGE>

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

                                                   Three Months Ended         Nine Months Ended
                                                   ------------------         -----------------
                                                      September 30               September 30
                                                      ------------              ------------
                                                       (unaudited)               (unaudited)     
                                                  1997          1996          1997          1996   
                                              ------------  ------------  ------------  ------------
<S>                                           <C>           <C>           <C>           <C>
REVENUES:                                                                   

 Alaska Trip                                  $   791,670   $   828,901   $   791,670   $   828,901
 Merchandise sales                                197,088        85,605       721,165       402,016
 Membership sales                                 532,478       411,039     1,959,691     2,006,896
 Advertising                                      377,126       192,959     1,087,683       731,649
 Interest                                           4,887         6,132        14,297        19,210
 Other income                                      91,544        10,803       136,710        32,411
                                              ------------  ------------  ------------  ------------
    Total revenues                            $ 1,994,793   $ 1,535,439   $ 4,711,216   $ 4,021,083
                                              ============  ============  ============  ============

EXPENSES:         
         
 Alaska trip expenses                             563,016       553,596       563,016       553,596
 Cost of merchandise sold                         219,511        38,333       545,489       246,759
 Cost of memberships sold                          98,501        71,263       245,711       222,479
 Satellite transmission fees                      481,500       276,709     1,264,607     1,065,119
 Advertising and programming                       37,932        87,054       348,294       861,200
 Selling, general and administrative              782,694       670,343     2,499,320     2,667,408
 Interest                                          81,196        35,109       173,936        83,430
                                              ------------  ------------  ------------  ------------
    Total expenses                              2,264,350     1,732,407     5,640,373     5,699,991
                                              ------------  ------------  ------------  ------------ 
    Loss before income taxes                     (269,557)     (196,968)     (929,157)   (1,678,908)

Income tax benefit                                      -             -             -       217,658
                                              ------------  ------------  ------------  ------------
    Net loss                                  $  (269,557)  $  (196,968)  $  (929,157)  $(1,461,250)
                                             ------------  ------------  ------------  ------------
Loss per share                                $     (0.06)  $     (0.05)  $     (0.22)  $     (0.34)
                                              ============  ============  ============  ============
Weighted average number of common
 shares outstanding                             4,275,542     4,333,179     4,256,318     4,303,287
                                              ============  ============  ============  ============
</TABLE>


   The accompanying notes are an integral part of these consolidated financial 
statements.
                                    5

<PAGE>

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


                                             Nine Months Ended September 30 
                                             ------------------------------
                                                 1997                1996   
                                              ----------          ----------
Cash flows used in operating activities       $(674,332)          $(926,293)

Cash flows used in investing activities,
    purchase of equipment                      (112,824)           (447,922)

Cash flows from financing activities,
    proceeds from long-term debt               
    and public offering                         763,561             952,668
                                              ----------          ----------
Net decrease in cash                          $ (23,595)          $(421,547)

    Cash at beginning of period               $  82,027           $ 458,448
                                              ----------          ----------
    Cash at end of period                     $  58,432           $  36,901
                                              ==========          ==========




    The accompanying notes are an integral part of these consolidated       
                             financial statements.
                                    6

<PAGE>

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

NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------

NATURE OF BUSINESS:

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

The Company's operations are subject to various government regulations.  The 
operations of cable television systems, satellite distribution systems and 
broadcast television program distribution companies are subject to the 
Communications Act of 1934, as amended, and to regulatory supervision 
thereunder by the Federal Communications Commission (the FCC).  The 
Company's leased uplink facility in Perris, California is licensed by the 
FCC and must be operated in conformance with the terms and conditions of 
that license.  Cable systems are also subjected to local franchise authority 
regulation.

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

SIGNIFICANT ACCOUNTING POLICIES:    

MANAGEMENT STATEMENT:

The interim financial statements for the period January 1 through September 
30, 1997, include all adjustments which in the opinion of management are 
necessary in order to make the financial statements not misleading.  

                                    7

<PAGE>

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

REFERENCE TO FORM 10-KSB:

Please refer to the Company's Form 10-KSB for the year ended December 31, 
1996, for additional information and disclosures which may be of interest to 
the reader hereof.

PRINCIPLES OF CONSOLIDATION:

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

INVENTORIES:

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

TRADEMARKS:

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

MEMBERSHIP RECREATIONAL MINING PROPERTIES:

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

ALASKA RECREATIONAL MINING PROPERTIES:

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

OUTDOOR CHANNEL EQUIPMENT:

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

OTHER EQUIPMENT AND LEASEHOLD IMPROVEMENTS:

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

REVENUE RECOGNITION:

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

                                    8
<PAGE>

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

The Company has sold memberships in LDMA-AU primarily on an installment 
basis.  Memberships include contracts that give purchasers recreational 
prospecting and mineral rights to the Company's land and rights to use the 
land and facilities for camping and recreational vehicle parking.  The 
contracts are generally noninterest bearing, unsecured and provide for a 
down payment and monthly installments of $25 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 of 
collection.  Sales revenue is recognized based upon a weighted average ten 
year straight line method.  The ten year weighted average method was 
established based upon historical membership longevity, taking into 
consideration member defaults and withdrawals.  Deposits are taken on new 
sales contracts, and are fully refundable for 10 days.  

The Company also sells GPAA memberships for periods varying from one year to 
lifetime memberships.  For nonlifetime memberships, revenue is recognized 
over the life of the membership.  Approximately 10% of GPAA members are 
members of LDMA-AU referred to in the paragraph above.  Based on 
demographics, the GPAA members have a longer term than LDMA-AU members.  
Management estimates the expected period of time a lifetime member is active 
in the GPAA to be fifteen years.  Accordingly, for lifetime memberships, 
revenue is recognized on a straight line basis over fifteen years.

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

RECLASSIFICATION:

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

ADVERTISING:

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

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS:

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

INCOME TAXES:

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


                                    9
<PAGE>

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

LOSS PER SHARE:

The computation of loss per share is based on the weighted average number of 
common and common equivalent shares outstanding during the year.  In 1996, 
the weighted average number of shares for computing loss per share was 
4,103,141.  For the quarter ended September 30, 1997 and 1996, the weighted 
average number of shares for computing loss per share were 4,275,542 and 
4,333,179, respectively.  For the nine months ended September 30, 1997 and 
1996, the weighted average number of shares for computing loss per share 
were 4,256,318 and 4,303,287, respectively.  The computation of fully 
diluted loss per share was antidilutive in each of the periods presented; 
therefore, the amounts reported for primary and fully diluted loss are the 
same.

USE OF ESTIMATES:

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

FAIR VALUE OF FINANCIAL INSTRUMENTS:

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

ACCOUNTING FOR STOCK BASED COMPENSATION:

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

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

The adoption of the accounting methodology of SFAS No. 123 is optional and 
the Company has elected to continue accounting for stock-based compensation 
issued to employees using APB No. 25; however, pro forma disclosures, as if 
the Company adopted the cost recognition requirements under SFAS No. 123, 
are required to be presented (see Note 8).

NOTE 2.  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.

                                    10
<PAGE>

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

NOTE 3.  SUBSEQUENT EVENTS
--------------------------

In October 1997, The Outdoor Channel signed a national carriage agreement 
with TCI, the largest multiple system operator (" MSO") in the U.S.  In 
November 1997, the Company added Ray V. Miller and Elizabeth Sanderson-Burke 
to the Board of Directors of The Outdoor Channel.  In November 1997, The 
Outdoor Channel made several other management changes.  Andrew J. Dale was 
promoted to President and Jacob B. Hartwick was promoted to Executive Vice 
President.  The Outdoor Channel also added advertising and financial 
executives.  Christopher B. Forgy the former President left The Outdoor 
Channel in November 1997.



                                    11

<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, 1996.

COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
----------------------------------------------------------------------

   REVENUES.  The Company's revenues include revenues from advertising fees, 
GPAA and Lost Dutchman's membership sales, product sales and the Trips 
Division sales.  Advertising fees result from the sale of advertising time 
on The Outdoor Channel and from advertising space in publications such as 
the Gold Prospector magazine.  Revenues for the quarter ended September 30, 
1997 were $1,994,793, an increase of  $459,354 or 30%, compared to revenues 
of $1,535,439 for the quarter ended September 30, 1996.  This increase was 
primarily the result of an increase in Advertising revenue, Membership sales 
and Merchandise sales.  Advertising  increased to $377,126 for the quarter 
ended September 30, 1997 from $192,959 for the quarter ended September 30, 
1996, due principally to an increase in advertising revenue on The Outdoor 
Channel.  Membership sales increased to $532,478 for the quarter ended 
September 30, 1997 from $411,039 for the quarter ended September 30, 1996 
and Merchandise sales increased to $197,088 for the quarter ended September 
30, 1997 from $85,605 for the quarter ended September 30, 1996 due a greater 
public exposure to the Company's products.  Despite management devoting 
significant time and resources to increasing distribution and revenues for 
The Outdoor Channel, in the third quarter of 1997, the Company was able to 
significantly increase Membership sales and Merchandise sales from the 
second quarter of 1996 while almost doubling Advertising revenue from the 
same period.

   EXPENSES.   Expenses consist primarily of the cost of the Company's 
satellite transponder and uplink facilities, programming, advertising and 
promotion, sales and administrative salaries, office expenses and general 
overhead.  Expenses for the quarter ended September 30, 1997 were $2,264,350 
an increase of $531,943, or 31%, compared to $1,732,407 for the quarter 
ended September 30, 1996.  This increase was primarily the result of 
significant increases in Cost of merchandise sold and Satellite transmission 
fees.   Cost of Merchandise sold increased to $219,511 for the quarter ended 
September 30, 1997 compared to $38,333 for the quarter ended September 30, 
1996, due to an increase in Merchandise sales and Satellite transmission 
fees increased to $481,500 for the quarter ended September 30, 1997 compared 
to $276,709 for the quarter ended September 30, 1996 due to The Outdoor 
Channel changing to a more widely viewed but more expensive satellite 
transponder.

   LOSS BEFORE INCOME TAXES.  Loss before income taxes as a percentage of 
revenues was (14)% for the quarter ended September 30, 1997 which was 
similar to (13)% for the quarter ended September 30, 1996.

   INCOME TAX BENEFIT.  Income tax benefit for the quarters ended September 
30, 1997 and September 30, 1996 was $0.   The Company has utilized all its 
carry back losses and there is no present income tax benefit associated with 
its losses.  The Company is able to carry that loss forward for fifteen 
years and apply it against future taxable income.
                                    12
<PAGE>

GENERAL
-------

   Global Outdoors, Inc. (the "Company" or "Global") owns and operates The 
Outdoor Channel, the first national television network devoted solely to 
outdoor activities, such as hunting, fishing, scuba diving 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 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.  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 California Motherlode area 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 the primary vehicle to promote the Company's services and 
products and anticipates that it will be the major factor in the future 
growth of GPAA, Lost Dutchman's and the Trips Division.

   Management of Global continued its emphasis on the growth and development 
of The Outdoor Channel during 1997.  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 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.

   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 MSOs and thereafter carriage agreements 
with the MSOs' individual cable affiliates.  The Company's 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.  In November 1997, the Company was 
launched on over 600 cable systems with over 1,100,000 subscribers.  The 
Company has signed national carriage agreements with 60 of the top 100 
multi-system cable operators.  The Company has also been launched on cable 
systems without signed national carriage agreements and is in active 
negotiations with such systems.  In addition, the Company is in active 
negotiations with many other cable operators.  The Company believes that it 
will be able to enter into more affiliation agreements in the future as a 
result of increased installation of new cable distribution systems and the 
expected significant expansion of channel capacity of existing cable 
systems.  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. 

   Direct-broadcast satellite ("DBS") companies, such as DirecTV, Primestar 
and Echostar represent an additional, although smaller, means of potential 
distribution of The Outdoor Channel.  The Company believes that distribution 
by means of DBS will increase as market acceptance and the installed base of 
DBSs increase.  The Outdoor Channel has been negotiating for DBS 
distribution with all of the major DBS providers, but has no executed 
agreement for such distribution, to date.

                                    13
<PAGE>
   In September 1997, The Outdoor Channel executed a contract with the 
National Digital Television Center, Inc.  DBA AHeadend In The Sky@ ("HITS"), 
a wholly owned subsidiary of Tele-Communications Inc. ("TCI").  HITS is a 
digitally compressed programming service that is available to cable systems. 
 The Outdoor Channel launched on HITS in October of 1997.  The Company 
expects to receive a significant amount of  distribution from HITS although 
the amount is limited by the number of digital receivers installed by cable 
systems and by their HITS channel selections.

   In October 1997, The Outdoor Channel signed a national carriage agreement 
with TCI, the largest multiple system operator (" MSO") in the U.S.  In 
anticipation of the TCI agreement, The Outdoor Channel was launched on eight 
TCI systems.  The Company believes there will be further significant 
distribution with TCI systems.  

   In November 1997, the Company added Ray V. Miller and Elizabeth 
Sanderson-Burke to the Board of Directors of The Outdoor Channel.  Mr. 
Miller is a cable industry pioneer.  He has served as President of 17 cable 
television companies.  He has been a Director of the National Cable 
Television Cooperative ("NCTC") since 1991.  Mr. Miller is a past officer of 
the California Cable television Association and the North Carolina Cable 
Television Association.  He is a member of the "Cable Television Pioneers.  
Ms. Burke has been the president of several communications companies.  Ms. 
Burke was on the Board of Directors of the National Cable Television 
Cooperative ("NCTC") from 1993 to 1996.  She earned a B.A. degree from the 
College of Colorado and a law degree from Pepperdine University.

   In November 1997, The Outdoor Channel made several other management 
changes.  Andrew J. Dale was promoted to President and Jacob B. Hartwick was 
promoted to Executive Vice President.  The Outdoor Channel also added 
advertising and financial executives.  Christopher B. Forgy the former 
President left The Outdoor Channel in November 1997.

   In November 1997, the Company hired Richard D. Vermeer as a finance 
executive for the Company.  Mr. Vermeer has been the Chief Financial Officer 
and Senior Vice President Finance for several companies including a company 
listed on New York Stock Exchange and a Nasdaq listed company.  He earned a 
B. S. degree form Fairleigh Dickinson University and an M.B.A. degree from 
Lehigh University.

   As of November 1, 1997, the Company had  raised over $400,000 in it 
public offering.  This offering has now wound down.  The primary reasons 
Global conducted the offering was to provide additional capital for The 
Outdoor Channel and the Lost Dutchman's camp club.  The Company is now 
focusing primarily on private financing to achieve funding for The Outdoor 
Channel.  In addition, the Company is considering various strategic 
alliances to raise outside capital and for assistance in the development of 
its businesses.

   Since July 30, 1997, the Company's Common Stock has been traded on the 
over the counter Bulletin Board.   Price quotes on the Company's Common 
Stock can be obtained from any stock broker.  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.

                                    14
<PAGE>
   From time to time the Company doe not generate sufficient cash flow from 
its operation to meet its cash flow requirements.  In April, 1997, the 
Company entered into an agreement with Perry T. Massie, Thomas H. Massie and 
Wilma M. Massie (the Principal Stockholders), whereby the Principal 
Stockholders agreed to provide for the cash flow requirements of the Company 
over the next twelve months by means of loans or equity investments.  From 
January 1 through August 14, 1997, Perry T. Massie and Wilma M. Massie have 
loaned the Company an aggregate of $540,000 on notes bearing interest at 
10%.  The Company has renewed its credit line with Wells Fargo Bank.

   To achieve modest growth, the Company believed at quarter end that in 
addition to its available funds, credit line and expected cash flow to be 
generated from operations that it will require an additional $500,000 
through December 31, 1997.  The Company's primary source for these funds is 
either private financing or the Principal Stockholders referred to in the 
paragraph above.  For the next six months, the Company anticipates that it 
will require an additional $500,000 in outside capital to maintain its 
current level of operations.  In order to have a higher growth rate, the 
Company believes it will be necessary to raise other outside capital.  The 
Company can place no assurance on receiving equity funding through outside 
sources.  If cash flow from operations are insufficient or if working 
capital requirements are greater than anticipated, the Company could be 
required to seek other 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.

                                    15
<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.   

                                    16
<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:  November 19, 1997          By: /s/ PERRY T. MASSIE     
                                       -------------------------
                                   PERRY T. MASSIE,
                                   President and Chief
                                   Executive Officer




Dated:  November 19, 1997          By: /s/ DAVID M. ASHWOOD  
                                       -------------------------
                                   DAVID M. ASHWOOD
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)
   
                                 17