GLOBAL RESOURCES INC /AK/, PRE 14A, 1996-05-31

GLOBAL RESOURCES INC /AK/
PRE 14A, 1996-05-31
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934 (Amendment No. )

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

GLOBAL RESOURCES, INC.
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(Name of Registrant as specified in its charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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GLOBAL RESOURCES, INC.
43445 Business Park Drive, Suite 113
TEMECULA, CALIFORNIA 92590
(909) 699-4749 - Fax (909) 699-4062

June 10, 1996

Dear Stockholder:

The Annual Meeting of Common Stockholders of Global Resources, Inc.
will be held in Suite 200 at the Company's corporate headquarters, 43445
Business Park Drive, Temecula, California 92590, on Tuesday July 16, 1996 at
2:00 p.m. (PDT).

All Stockholders whether you own Common Stock or Preferred Stock are
cordially invited to attend this meeting. Only Stockholders holding Common
Stock are entitled to vote on matters that are presented at this meeting.

One of the proposals in the enclosed Proxy Statement relates to
changing Global's name to Global Outdoors, Inc. While made to better reflect
Global's business, this name change is also symbolic of the progression of
Global into a diverse leisure time and entertainment company. As you will tell
by reading the accompanying Annual Report, Global had an exciting and dynamic
year in 1995. We are continuing in that mode in 1996.

For the Common Stockholders there is enclosed a Notice, Proxy
Statement and Proxy for the Annual Meeting. I encourage you to attend the
meeting in person. Whether you do so or not, however, I trust that the Common
Stockholders will read the Proxy Statement enclosed for you, then complete,
sign and date the enclosed Proxy and return it in the enclosed envelope.
Please note that Common Stockholders may vote in person at the meeting, even if
you have previously returned the Proxy.

Best regards,

Perry T. Massie
Chairman of the Board

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GLOBAL RESOURCES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY JULY 16, 1996 AT 2:00 P.M.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Global Resources, Inc. (the "Company"), will be held in Suite 200 at the
Company's corporate headquarters, 43445 Business Park Drive, Temecula,
California 92590, telephone number (909) 699-4749, on Tuesday July 16, 1996, at
2:00 p.m. Pacific Time, for the following purposes which are more fully
described in the accompanying Proxy Statement:

1. To consider and vote upon a proposal to adopt an amendment to
the Company's Articles of Incorporation to increase the number
of authorized members of the Company's Board of Directors from
three (3) persons to a range of not less than three (3) and
not more than seven (7) persons;

2. To elect to the Board three directors;

3. To consider and vote upon a proposal to adopt an amendment to
the Company's Articles of Incorporation to change the name of
the Company from Global Resources, Inc. to Global Outdoors,
Inc.;

4. To consider and vote upon a proposal to adopt an amendment to
the Company's Articles of Incorporation to increase the
authorized number of shares of Common Stock from 5,000,000 to
50,000,000, which proposal may be deemed to have anti-takeover
effects;

5. To consider and vote upon a proposal to approve the Company's
1995 Stock Option Plan; and

6. To transact such after business as may properly come before
the meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on June 10,
1996, as the record date for determination of the shareholders entitled to
notice of and to vote at the Annual Meeting of Shareholders or any adjournments
thereof.

By Order of the Board of Directors

GLOBAL RESOURCES, INC.
Perry T. Massie, Chairman of the Board

Temecula, California
June 10, 1996

YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING YOU SHOULD COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.
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GLOBAL RESOURCES, INC.

PROXY STATEMENT

for
Annual Meeting of Stockholders
July 16, 1996

To the Stockholders of Global Resources, Inc.:

The enclosed Proxy is being solicited on behalf of the Board of
Directors of Global Resources, Inc., an Alaska corporation (the "Company"), for
use at the Annual Meeting of Shareholders (the "Meeting") to be held in Suite
200 at the Company's corporate headquarters, 43445 Business Park Drive,
Temecula, California 92590 at 2:00 p.m. Pacific Time, on Tuesday July 16, 1996,
and at any and all adjournments or postponements thereof.

This Proxy Statement and the Annual Report to Shareholders for the
year ended December 31, 1995, including financial statements, are being mailed
on or about June 12, 1996 to all shareholders entitled to vote at the Meeting.

VOTING AT THE MEETING

The shares of common stock of the Company, $.02 par value (the "Common
Stock"), constitute the only outstanding class of voting securities of the
Company. A total of 4,102,856 shares of the Company's Common Stock were
outstanding on June 10, 1996, which has been fixed as the record date (the
"Record Date") for the purpose of determining the shareholders entitled to
notice of and to vote at the Meeting. With respect to each proposal to be
voted at the Meeting, each shareholder will be entitled to one vote for each
share of Common Stock held of record on the Record Date. In determining
whether a proposal has been approved, abstentions are counted as votes against
a proposal and broker non-votes are not counted as votes for or against a
proposal or as votes present and voting on a proposal. Shareholders of the
Company will not be entitled to any appraisal or dissenters' rights in
connection with any of the proposals described in this Proxy Statement.

REVOCABILITY OF PROXY

Any proxy given pursuant to this solicitation may be revoked or
superseded by the person giving it by executing a later dated proxy or by
giving notice of revocation to the Company in writing prior to or at the
Meeting or by attending the Meeting and voting in person. A proxy, when
executed and not so revoked, will be voted in accordance with the instructions
given in the proxy. If a choice is not specified in the proxy, the proxy will
be voted "FOR" the nominees for election of directors named in this Proxy
Statement and "FOR" each of the other proposals listed herein.

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SOLICITATION

The Company will bear the entire cost of solicitation of proxies,
including costs incurred in connection with the preparation, assembly, printing
and mailing of this Proxy Statement, the proxy and any additional information
furnished to the Company's shareholders in relation to the Annual Meeting. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners. Proxies also may be
solicited by certain of the company's directors, officers and regular
employees, without additional compensation, personally or by telephone,
facsimile or telegram.

SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT MEETING

Proposals of shareholders that are intended to be presented by such
shareholders at the Company's 1997 annual Meeting of Shareholders must be
received by the Company at its principal executive offices no later than
December 1, 1996, in order to be considered for inclusion in the Company's
proxy statement relating to that meeting.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of June 10, 1996 by each
director and executive officer of the Company, each person known to the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock, and
all directors and executive officers of the Company as a group. Except as
otherwise indicated below, the Company believes that each person listed below
has sole voting and investment power with respect to the shares owned, subject
to applicable community property laws.

NAME AND ADDRESS OF BENEFICIAL SHARES BENEFICIALLY
OWNER OR IDENTITY OF GROUP (2) OWNED (1)
- ------------------------------ --------------------------
NUMBER PERCENT
--------- -------
<S> <C> <C>
Wilma M. Massie (3) . . . . . . . . . . . 1,401,926 33%

Perry T. Massie (4)(5) . . . . . . . . . 1,239,196 29%

Thomas H. Massie (6)(7) . . . . . . . . . 1,262,700 29%

Richard K. Dickson II (8) . . . . . . . . 301,550 7%

David M. Ashwood (9) . . . . . . . . . . 114,070 3%

Christopher B. Forgy (10) . . . . . . . . 125,000 3%

All directors and Named Executive
Officers as a group (5 persons) (11) . . 3,038,446 72%

</TABLE>

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_____________

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable or convertible,
or exercisable or convertible within 60 days of June 10, 1996, are
deemed outstanding for computing the percentage of the persons holding
such options but are not deemed outstanding for computing the
percentage of any other person.
(2) The address of each shareholder is c/o Global Resources, Inc., 43445
Business Park Dr., Suite 113, Temecula, California 92590.
(3) Includes 95,000 shares subject to options from the Company exercisable
within 60 days of June 10, 1996.
(4) Includes 85,000 shares subject to options from the Company and 160,000
shares subject to options from Wilma M. Massie exercisable within 60
days of June 10, 1996.
(5) 8,500 of the shares shown are owned jointly by Perry T. Massie and his
wife, Sandy Massie, who share voting and investment power with respect
to such shares.
(6) Includes 85,000 shares subject to options from the Company and 160,000
shares subject to options from Wilma M. Massie exercisable within 60
days of June 10, 1996.
(7) 8,500 of the shares shown are owned jointly by Thomas H. Massie and
his wife, Cindy Massie, who share voting and investment power with
respect to such shares.
(8) Includes 25,000 shares subject to options from the Company and 200,000
shares subject to options from Wilma M. Massie exercisable within 60
days of June 10, 1996.
(9) Includes 20,000 shares subject to options from the Company and 80,000
shares subject to options from Wilma M. Massie exercisable within 60
days of June 10, 1996.
(10) Includes 125,000 shares subject to options from the Company
exercisable within 60 days of June 10, 1996.
(11) Includes directors' and executive officers' shares listed above,
including 425,000 shares subject to options from the Company and
600,000 shares subject to options from Wilma M. Massie exercisable
within 60 days of June 10, 1996.

PROPOSAL ONE
INCREASED NUMBER OF DIRECTORS

The Articles of Incorporation of the Company currently provide that the Board
of Directors of the Company shall be comprised of three (3) directors. The
Board of Directors of the Company has adopted, subject to shareholder approval,
a resolution to amend the Bylaws of the Company to increase the number of
authorized members of the Board of Directors from three (3) persons to a range
of not less than three (3) persons and not more than seven (7) persons, with
the initial number of directors remaining at three (3) members, until changed
by the Board of Directors.

Purposes of the Proposed Increase in the Authorized Number of Members of the
Board of Directors. The Board of Directors of the Company deems it advisable
to increase the authorized number of members of the Board of Directors to a
range of not less than three persons and not more than seven persons in order
to provide the Company with flexibility in determining how many members shall
serve on the Board of Directors without having to obtain the approval of its
shareholders each time the Company wishes to increase or reduce the number of
members serving on the Board of Directors. In addition, the Company is
contemplating applications for the listing of its Common Stock on the Nasdaq
National Market and, as required by Nasdaq, must have at least two directors
serving on the Board who are not otherwise affiliated with the Company.
Therefore, the ability to increase the authorized number of members of the
Board of

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Directors will enable the Company to add outside directors without having to
remove any directors currently serving on the Board.

Effect of the Increase in the Authorized Number of Members of the Board of
Directors. Assuming approval of Proposal One by the requisite vote of the
shareholders, an amendment to the Company's Articles of Incorporation will be
filed with the Secretary of State of the State of Alaska as promptly as
practicable after the Meeting and the authorized increase in the number of
Directors will become effective on the date of such filing.

If Proposal One is approved, Article VI of the Company's Articles of
Incorporation shall be amended to read in full as follows:

"ARTICLE VI

DIRECTORS

The authorized number of directors of this corporation shall be no
less than three (3) nor more than seven (7), with the exact number of directors
to be fixed by the board of directors."

VOTE REQUIRED

The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote is required to approve Proposal One.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE FOREGOING
AMENDMENT TO THE BYLAWS.

PROPOSAL TWO
ELECTION OF DIRECTORS

Currently, there are three (3) members of the Board of Directors.
Directors are elected at each annual shareholders' meeting to hold office until
the next annual meeting or until their successors are elected and have
qualified. Unless otherwise instructed, the proxy holders named in the
enclosed proxy will vote the proxies received by them for the three (3)
nominees named below.

The three (3) nominees listed below are presently directors of the
Company. If any nominee becomes unavailable for any reason before the
election, the enclosed proxy will be voted for the election of such substitute
nominee or nominees, if any, as shall be designated by the Board of Directors.
The Board of Directors has no reason to believe that any of the nominees will
be unavailable to serve.

The names and certain information concerning the three (3) nominees
for election as directors are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES NAMED BELOW.

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<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Perry T. Massie 33 President, Chief Executive Officer and Director
Thomas H. Massie 31 Executive Vice President, Secretary and Director
Richard K. Dickson II 50 Senior Vice President, General Counsel and Director
</TABLE>

Perry T. Massie has served as Chief Executive Officer of the Company
since June 1986, has served as President since March 1994, and was elected to
serve as Chairman of the Board of Directors in January 1994. From June 1986
until January 1996, Mr. Massie served as Chief Financial Officer of the
Company. He has been the Managing Editor of the Gold Prospector Magazine since
July 1988. Mr. Massie earned a Bachelor of Science degree in Mining
Engineering from the University of Alaska, Fairbanks in June 1986. Perry T.
Massie is the brother of Thomas H. Massie.

Thomas H. Massie has served as Secretary and a director of the Company
since November 1984, and has served as Executive Vice President of the Company
and the President of Gold Prospectors' Association of America, Inc. since
January 1994. Mr. Massie is also the host of the "Gold Prospecting Show." He
attended the University of Alaska, Fairbanks from 1984 to 1986, studying
business administration. Thomas H. Massie is the brother of Perry T. Massie.

Richard K. Dickson II has served as Senior Vice President, General
Counsel and a director of the Company since January 1994. From November 1984
until January 1994, Mr. Dickson served as the Company's corporate counsel and
has been a practicing attorney, specializing in corporate and securities law,
with his own firm since 1979. Mr. Dickson earned a Bachelor of Science degree
in Business Administration from the University of California, Berkeley in 1968,
a Masters in Business Administration from the University of Southern California
in 1970 and a law degree from the University of the Pacific in 1976.

OTHER EXECUTIVE OFFICERS

David M. Ashwood has served as Chief Financial Officer of the Company
since January 1996. From May 1995 to the present, he has been the General
Manager of the Company. Mr. Ashwood has been the Controller of the Company
since November 1984. From 1984 until February 1996, Mr. Ashwood was the
President of Affiliated Professional Services, a privately-held company that
provides accounting, tax consulting and business management services to small
to medium-sized companies. Mr. Ashwood earned a Bachelor of Science degree in
Business Administration and a Masters in Business Administration, with an
emphasis in Accounting and Finance, from California State University at
Northridge in 1968 and 1969, respectively.

Christopher B. Forgy has served as the President and Chief Executive
Officer of The Outdoor Channel since February 1996. From February 1995
through January 1996, Mr. Forgy owned Chris Forgy Associates, a television
industry consulting firm. From 1989 through January 1995, he served as Senior
Vice President of Marketing, Sales and Programming for Times Mirror Cable
Television. Mr. Forgy is immediate past Chairman of the Cable Television
Administration and Marketing Society (CTAM). He has served on the board of
directors of the Cabletelevision Advertising Bureau (CAB) and Pay Per View
Holding Company, which owns and operates Viewer's Choice networks. Mr. Forgy
was a founding member of the cable committee of the Academy of Television Arts
& Sciences.

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BOARD MEETINGS

The Board of Directors of the Company took action by unanimous written
consent or held meetings thirteen (13) times during the fiscal year ended
December 31, 1995. Each incumbent Director attended at least seventy-five
percent (75%) of the aggregate of the number of meetings of the Board and the
number of meetings held by all committees of the Board on which he or she
served. The Company does not have any standing committees.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation received for the fiscal
years ended December 31, 1995, 1994 and 1993 by the Company's Chief Executive
Officer, and the other executive officers whose salary and bonus exceeded
$100,000 for fiscal year 1995, 1994 and 1993 (collectively, the "Named
Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------------------- --------------------------------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Position Year Salary($) Bonus($) sation($) Awards SARS Payouts sation
- --------------------------- ---- --------- -------- --------- --------- ---------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Perry T. Massie, CEO 1995 52,000 10,500 - - - - -
1994 52,000 43,301 - - - - -
1993 35,850 -

Richard K. Dickson II 1995 60,000 60,000 - - - - -
1994 60,000 60,000 - - - - -
</TABLE>

In 1995 and 1994, Mr. Dickson devoted approximately 80% and 75%,
respectively, of his business time to the Company's affairs. Mr. Dickson
received cash payments for 1995 and 1994 of $100,000 and $60,000, respectively,
out of which he paid his office expenses of approximately $2,200 per month.
The additional $20,000 due Mr. Dickson for 1995 may be paid in either cash or
stock at such time as is agreed upon by Mr. Dickson and the Company. The
additional $60,000 for 1994 due Mr. Dickson may be paid in either cash or stock
at such time as is agreed upon by Mr. Dickson and the Company.

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

% of Total Potential Realizable
Options Value at Assumed
Number of Granted Annual Rates of Stock
Securities to Exercise Price Appreciation for
Underlying Employees or Base Option Term(2)
Options in Fiscal Price Expiration ------------------------
Name Granted (#) Year(1) ($/Share) Date 5%($) 10%($)
---- ----------- ------- --------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Perry T. Massie, CEO - - - - - -

</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options in-the-Money Options
Shares at Fiscal Year-End(#) at Fiscal Year-End($)
Acquired On Value ------------------------------ ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Perry T. Massie, CEO - - 85,000 - $210,628 -

Thomas H. Massie - - 85,000 - $210,628 -

Richard K. Dickson II - - 25,000 - $ 65,625 -

David M. Ashwood - - 20,000 - $ 52,500 -

Christopher B. Forgy - - - - - -
</TABLE>

The exercise price of the options listed above for Messrs. Perry T. Massie
and Thomas H. Massie are $2.50 per share for 50,000 shares and $2.25 per share
for 35,000 shares. The exercise price of the options listed above for Messrs.
Dickson and Ashwood are $2.25. The Bid Price of Global's Common Stock at 1995
fiscal year-end was $4.88 per share. Mr. Forgy was authorized to receive
options to purchase 125,000 shares in February 1996 and therefore is not listed
above

DIRECTOR'S FEES

The directors of the Company are also executive officers of the
Company. For 1995, directors were not compensated separately or reimbursed for
expenses incurred in attending meetings of the Board of Directors.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Based solely upon its review of the copies of reports furnished to the
Company, or representations that no annual Form 5 reports were required, the
Company believes that all filing requirements under Section 16(a) of the
Exchange Act applicable to its directors, officers and any persons holding ten
percent (10%) or more of the Company's Common Stock with respect to the
Company's fiscal year ended December 31, 1995, were satisfied, with the
exception that Perry T. Massie filed a Form 5 on a timely

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basis that included sales of 6,000 shares of the Company's Common Stock at
prices ranging from $3.75 to $4.50 per share not filed on a timely basis on
Form 4 during the year 1995.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

The Board of Directors has responsibility for matters that would be
handled by the Compensation Committee if Global had such a committee. The
Board has attempted to conserve Global's cash. Therefore, Global did not pay
any direct salaries in 1994 and 1993. With the acquisition of Gold
Prospector's Association of America, Inc. ("GPAA") in 1995, Global commenced
paying direct salaries to Messrs. Perry and Thomas Massie since they were
receiving salaries from GPAA. Global paid GPAA management fees of $30,000 in
1994 and 1993. Global considers part of this prior management fee an indirect
salary to Global's Chief Executive Officer, Perry Massie, since this management
fee was utilized to pay a portion of Perry Massie's salary at GPAA. Global
paid Richard Dickson for legal services rendered to the Company in 1995 and it
is anticipated that Global will continue to pay Mr. Dickson for legal services
rendered to Global.

The Company considers services rendered, nature of the services,
quality of performance, past practice, conservation of cash and amount of
present stock ownership in determining executive compensation. The Company
desires to encourage performance by stock ownership.

PROPOSAL THREE
CHANGE OF CORPORATE NAME

The Board of Directors of the Company has proposed to amend the
Articles of Incorporation of the Company to effect a change of the Company's
corporate name to Global Outdoors, Inc. The complete text of the amendment is
set forth below; however, such text, including the new corporate name, is
subject to such change as may be required by the Alaska Secretary of State.

Purposes of the Proposed Name Change. The Board of Directors believes
that the name "Global Outdoors, Inc." better reflects the scope and focus of
the Company's current and anticipated future business. The Company's recent
activities, conducted through its wholly-owned division, The Outdoor Channel,
focus primarily on providing television programming services devoted to
outdoor-related activities. Although the Company still provides products and
services related to recreational gold prospecting, the Board of Directors
believes that the Company's principal business activities will continue to
focus on the outdoors in general, as opposed to prospecting gold and other
resources. Therefore, the replacement of the word "Resources" with the word
"Outdoors" in the Company's corporate name is deemed to be appropriate.

Effect of the Name Change. Assuming approval of Proposal Three by the
requisite vote of the shareholders, an amendment to the Company's Articles of
Incorporation will be filed with the Secretary of State of the State of Alaska
as promptly as practicable after the Meeting and the name change will become
effective on the date of such filing. Without any further action on the part
of the Company or the shareholders, after the name change, the Company's name
shall be Global Outdoors, Inc. and the outstanding shares of the Company's
Common Stock shall be deemed to be shares of Common Stock of Global Outdoors,
Inc. The voting and other rights that presently characterize the Common Stock
will not be altered by the name change.

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If Proposal Three is approved, Article 1 of the Company's Articles of
Incorporation shall be amended to read in full as follows:

"ARTICLE 1. NAME

The name of this Corporation is 'Global Outdoors, Inc.'."

VOTE REQUIRED

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to authorize Proposal
Three.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
FOREGOING AMENDMENT TO THE ARTICLES OF INCORPORATION

PROPOSAL FOUR
INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors of the Company has proposed to amend the
Articles of Incorporation of the Company to increase the number of authorized
shares of Common Stock of the Company from 5,000,000 shares to 50,000,000
shares.

Purposes of the Proposed Increase in Authorized Number of Shares of
Common Stock and Potential Anti-Takeover Effects. If approved, the increased
number of authorized shares of Common Stock will be available for issue from
time to time for such purposes and consideration as the Board of Directors may
approve and no further vote of shareholders of the Company will be required,
except as provided under Alaska law or the rules of any national securities
exchange on which shares of Common Stock of the Company are at the time listed.
The availability of additional shares for issue without the delay and expense
of obtaining approval of shareholders at a special meeting, will afford the
Company greater flexibility in acting upon proposed transactions in which
shares of Common Stock may be issued. The increase in the authorized Common
Stock may facilitate certain anti-takeover devices that may be advantageous to
management if management attempts to prevent or delay a change of control, but
employing such devices may adversely impact shareholders who desire a change in
management or who desire to participate in a tender offer or other sale
transaction involving the Company. By use of anti-takeover devices, management
may thwart a merger or tender offer even though shareholders may be offered a
substantial premium over the then current market price of the Common Stock.

The additional authorized shares of Common Stock will restore the
Company's flexibility to issue Common Stock to a level that the Board of
Directors deems advisable. The Company's reserve of authorized but unissued
shares of Common Stock has been depleted in recent years as a result of certain
commitments which may result in the Company being obligated to issue Common
Stock upon the occurrence of certain events. While it may be deemed to have
potential anti-takeover effects, the proposed amendment to increase the
authorized Common Stock is not prompted by any specific effort or takeover
threat currently perceived by management. Moreover, management does not
currently intend to propose additional anti-takeover measures in the
foreseeable future.

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The additional shares of Common Stock for which authorization is
sought would be identical to the shares of Common Stock of the Company now
authorized. Holders of Common Stock do not have preemptive rights to subscribe
to additional securities which may be issued by the Company, which means that
current shareholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their proportionate ownership
thereof. The additional shares of Common Stock for which authorization is
sought would be available for issuance by the Company by action of the Board of
Directors and could be used for such purposes as stock dividends, stock splits,
acquisitions, offerings of stock or additional compensation plans.

In addition to such corporate purposes, under certain circumstances
the Board of Directors could create impediments to, or frustrate persons
seeking to effect, a takeover or transfer of control of the Company, by causing
such shares to be issued to a holder or holders who might side with the Board
in opposing a takeover bid that the Board of Directors determines is not in the
best interest of the Company and its shareholders. In this connection, the
Board could issue shares of Common Stock to a holder that would thereby have
sufficient voting power to assure that certain types of proposals, including
any proposal to remove directors, to accomplish certain business combinations
opposed by the Board, or to alter, amend or repeal provisions in the Company's
Articles of Incorporation or Bylaws relating to any such action, would not
receive the requisite shareholder vote. Furthermore, the existence of such
shares may have the effect of discouraging any attempt by a person or entity,
through the acquisition of a substantial number of shares of Common Stock to
acquire control of the Company since the issuance of such shares could dilute
the Common Stock ownership of such person or entity. As set forth above, such
devices may adversely impact shareholders who desire a change in management or
to participate in a tender offer or other sale transaction involving a change
in control of the Company, and it is possible that management could prevent or
delay a merger or tender offer even though shareholders might be offered a
substantial premium over current market price for their shares of Common Stock.

Effect of the Increase in the Number of Authorized Number of Shares of
Common Stock. Assuming approval by the requisite vote of the shareholders, an
amendment to the Company's Articles of Incorporation will be filed with the
Alaska Secretary of State as promptly as practicable after the Meeting and the
increase in the number of authorized shares of Common Stock will become
effective on the date of such filing. Without any further action on the part
of the Company or the shareholders, after the amendment is filed, the number of
authorized shares of Common Stock of the Company shall be 50,000,000. The
voting and other rights that presently characterize the Common Stock will not
be altered by the increase in the number of authorized shares.

If Proposal Four is approved, the text of the second paragraph of
Article IV of the Articles of Incorporation of the Company shall be amended in
its entirety to read as follows:

"One class of stock is Common Stock, of which the Corporation
shall have the authority to issue 50,000,000 shares, par value
$.02 per share."

VOTE REQUIRED

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to authorize Proposal Four.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
FOREGOING AMENDMENT TO THE ARTICLES OF INCORPORATION

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PROPOSAL FIVE
APPROVAL OF 1995 STOCK OPTION PLAN

The Board of Directors of the Company adopted, as of September 14,
1995, the 1995 Stock Option Plan (the "1995 Plan") and directed that it be
submitted to the shareholders for approval at the next Annual Meeting of
Shareholders. The principal features of the 1995 Plan are summarized below,
but the summary is qualified in its entirety by reference to the 1995 Plan
itself. Copies of the 1995 Plan can be obtained by writing to the Secretary,
Global Resources, Inc., 43445 Business Park Drive, Suite 113, Temecula,
California 92590.

1995 PLAN TERMS

The 1995 Plan provides for the grant by the Company of options to
purchase up to an aggregate of 500,000 shares of Common Stock of the Company to
its officers, directors, key employees, consultants and other business persons
having important business relationships with the Company, or any parent or
subsidiary corporation of the Company. As of the Record Date, approximately
eight (8) executive officers and directors of the Company and approximately
twenty (20) other employees were eligible to participate. The purpose of the
1995 Plan is to enable the Company to attract and retain persons of ability as
employees, officers, directors and consultants and to provide incentives to
such persons or entities to devote their utmost efforts and shall to the
advancement and betterment of the Company by providing them the opportunity to
participate in the ownership of the Company. The 1995 Plan expires September
14, 2005 unless terminated earlier by the Board of Directors.

The 1995 Plan provides that it is to be administered by the Board of
Directors or a committee appointed by the Board (alternatively, the
"Administrator"). Presently, the Company's Board of Directors administers the
1995 Plan. The Administrator has broad discretion to determine the persons
entitled to receive options under the 1995 Plan, the terms and conditions on
which options are granted and the number of shares subject thereto.

Options granted under the 1995 Plan may be either "incentive stock
options," within the meaning of Section 422 of the Internal Revenue Code, or
"nonqualified stock options," as determined by the Administrator. Options may
be granted under the 1995 Plan for terms of up to ten years. The exercise
price of incentive options must be no less than the fair market value of the
Common Stock of the Company as of the date of grant. The exercise price of
non-qualified options must be no less than 85% of the fair market value of the
Common Stock of the Company as of the date of grant. No optionee may be
granted incentive stock options under the 1995 Plan to the extent that the
aggregate fair market value (determined as of the date of grant) of the shares
of Common Stock with respect to which incentive options are exercisable for the
first time by the optionee during any calendar year would exceed $100,000.
There is no limitation on the amount of nonqualified stock options and/or
rights to purchase granted under the 1995 Plan. No option shall be assignable
or transferable except by will or the laws of descent and distribution, except
in the discretion of the Administrator, any option may be assigned or
transferred in any manner which an "incentive stock option" is permitted to be
assigned or transferred under the Internal Revenue Code. Options granted under
the 1995 Plan to officers, employees, directors, or consultants of the Company
may be exercised only while the optionee is employed or retained by the Company
or within three to six months after termination for any reason, with the exact
date of expiration to be determined by the administrator.

The 1995 Plan provides that all outstanding options shall vest
immediately upon the occurrence of a consolidation or merger in which the
Company is not the surviving corporation, the sale of substantially

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all of the Company's assets and certain other similar events. In the event
that the outstanding shares of Common Stock while the 1995 Plan is in effect
are increased or decreased or changed into or exchanged for a different number
or kind of shares or other securities of the Company by reason of merger,
consolidation or reorganization in which the Company is the surviving
corporation, or of a recapitalization, stock split, combination of shares,
reclassification, reincorporation, stock dividend or of another change in the
corporate structure of the Company, appropriate adjustments will be made by the
Board of Directors to the aggregate number and kind of shares subject to the
1995 Plan and the number and kind of shares and the price per share subject to
outstanding incentive options, nonqualified options and rights to purchase in
order to preserve, but not to increase, the benefits to persons then holding
incentive options, nonqualified options or rights to purchase.

Payment for shares upon exercise of an option must be made in full at
the time of exercise. The form of consideration payable upon exercise of an
option shall, at the discretion of the Administrator, be (i) by tender of
United States dollars in cash, check or bank draft; (ii) subject to any legal
restriction against the Company's acquisition or purchase of the Company's
shares of Common Stock, shares of Common Stock, which shall be deemed to have a
value equal to the aggregate fair market value of such shares determined on the
date of exercise or purchase as described in the immediately preceding
paragraph hereof; (iii) by the issuance of a promissory note acceptable to the
Administrator; or (iv) pursuant to other methods described in the 1995 Plan.

As of the Record Date, options to purchase an aggregate of 125,000
shares of Common Stock (net of cancelled options) have been granted under the
1995 Plan to the following persons or groups: (i) Christopher Forgy, President
of The Outdoor Channel (ii) all current executive officers (as a group),
125,000 shares; (iii) all current directors who are not executive officers (as
a group), -0- shares; (iv) all employees who are not executive officers (as a
group), -0- shares.

FEDERAL TAX CONSEQUENCES

The following is a brief summary of the tax effects under the Internal
Revenue Code (the "Code") that may accrue to participants in the 1995 Plan.

Incentive Stock Options. No taxable income will be recognized by an
optionee under the 1995 Plan upon either the grant or the exercise of an
incentive stock option; provided the optionee holds the stock for at least two
years after the grant of the options and one year after the exercise of the
option. If an incentive stock option is exercised more than three months after
a termination due to retirement, it will be treated as a sale or other
disposition of the shares acquired upon exercise of an incentive stock option,
and the tax treatment of the gain or loss realized will depend upon how long
the shares were held before their sale or disposition. The Company receives no
tax benefit from incentive stock options granted unless the optionee fails to
meet the holding requirements set forth above.

Nonqualified Stock Options. No taxable income is recognized by an
optionee upon the grant of a nonqualified stock option. Upon exercise,
however, the optionee will recognize ordinary income in the amount by which the
fair market value of the shares purchased, on the date of exercise, exceeds the
exercise price paid for such shares. The income recognized by the optionee
will be subject to income tax withholding by the Company out of the optionee's
current compensation. If such compensation is insufficient to pay the taxes
due, the optionee will be required to make a direct payment to the Company for
the balance of the tax withholding obligation. The Company will be entitled to
a tax deduction equal to the amount of ordinary income recognized by the
optionee, provided the applicable withholding requirements are satisfied.

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VOTE REQUIRED

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is required to approve Proposal Five.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
1995 STOCK OPTION PLAN.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to the acquisition in February 1995 of 100% of the outstanding
stock of Gold Prospectors Association of America, Inc. ("GPAA") by the Company,
GPAA was paid a management fee by the Company which amounted to $30,000 in
1994, said fee included office rent for the Company. Additionally, GPAA
received a 25% sales commission on all sales of Lost Dutchman's memberships
sold using GPAA mailing lists. Sales commissions paid to GPAA by the Company
for 1994 totaled $614,037. The shareholders of GPAA were Perry T. Massie,
Thomas H. Massie and Wilma M. Massie, all of whom were shareholders of the
Company prior to the Company's acquisition of 100% of the outstanding stock of
GPAA. The Company has accounted for its purchase of GPAA as a pooling of
interests. Accordingly, the Company has restated its financial statements to
include those of GPAA for the period prior to February 1995, and the related
management fees and sales commissions have been eliminated upon such
consolidated restatement. No management fees or sales commissions have been
paid since February 1995.

The Company is leasing its administrative facilities from Wilma M.
Massie, a shareholder of the Company and the mother of Perry T. Massie and
Thomas H. Massie, under a month-to-month lease agreement (the "Lease")
currently requiring monthly rent payments of $5,000. Rent expense totaled
$57,000 and $48,000 for the years ended December 31, 1995 and 1994,
respectively. The total rent commitment at December 31, 1995 is five years or
$300,000.

In conjunction with the Lease, the Company has a note receivable from
Wilma M. Massie, the balance outstanding on which was $292,616 and $342,570 at
December 31, 1995 and 1994, respectively. The note bears interest at 6%.

On February 10, 1995, the Company acquired 100% of the stock of GPAA
in exchange for 2,500,000 shares of its Common Stock (the "Acquisition"). The
acquisition agreement provided for the issuance of up to an additional
1,500,000 shares of Common Stock ("Earn Out Shares") to the former shareholders
of GPAA if GPAA achieved certain earnings or valuation milestones. The former
shareholders of GPAA, Perry T. Massie, Thomas H. Massie, and Wilma M. Massie,
are shareholders of the Company and Messrs. Perry and Thomas Massie are
officers of the Company. For purposes of the Acquisition, the value of the
Global Common Stock was deemed to be $3.50 per share with the initial total
acquisition cost being $8,750,000. For accounting purposes, the assets of GPAA
are recorded at their historical cost basis in a manner similar to a pooling of
interest.

The 1,500,000 Earn Out Shares will be unissued or held in escrow by
Global's Transfer Agent for the benefit of the former shareholders of GPAA.
All or part of such shares are to be delivered to the former shareholders of
GPAA in the amounts set forth below if GPAA achieves the cumulative levels of
earnings after deduction of income taxes, set forth below during the period
beginning January 1, 1995 and ending March 31, June 30, September 30 or
December 31, in 1995, 1996, 1997, and 1998.

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<TABLE>
<CAPTION>
The Number of Earn Out Shares
If Cumulative Earnings to be Delivered to Former
Are Not Less Than GPAA Shareholders
---------------------- ----------------------------
<S> <C>
$1,500,000 500,000
$2,000,000 an additional 500,000
$2,700,000 an additional 500,000
</TABLE>

Alternatively, in recognition of the fact that a significant expansion
of The Outdoor Channel is being conducted and that such expansion, while
potentially increasing the value of GPAA, may not be reflected in earnings, the
below listed valuation earn out formula may be used. The valuation must be
made by an independent certified public accountant or independent unaffiliated
appraiser. The time periods listed above for earnings also apply for the
valuation.

<TABLE>
<CAPTION>
The Number of Earn Out Shares
If Valuation of GPAA to be Delivered to Former
Is Not Less Than GPAA Shareholders
-------------------- -----------------------------
<S> <C>
$12,000,000 500,000
$16,000,000 an additional 500,000
$21,000,000 an additional 500,000
</TABLE>

After 1998, Earn Out Shares which are not delivered to the former
shareholders of GPAA are to be considered void. While unissued or held in
escrow, the former shareholders of GPAA will not be able to vote such shares
and will not be entitled to receive any dividends thereon.

The Company has an agreement with Richard K. Dickson II, a director
and officer of the Company, to provide legal services for a monthly retainer of
$5,000. In the event services rendered by Mr. Dickson on behalf of the Company
exceed $5,000 in any given month, the agreement calls for Mr. Dickson to
receive shares of the Company's Common Stock at its then current market value
as payment for the services rendered in excess of $5,000. During 1994, Mr.
Dickson was paid $60,000 and was entitled to receive $60,000 worth of Common
Stock pursuant to this agreement. During 1995, Mr. Dickson was paid $100,000
and was entitled to receive $20,000 worth of Common Stock pursuant to this
agreement.

In connection with an employment agreement entered into between the
Company and Christopher B. Forgy on February 1, 1996, Wilma M. Massie, a
shareholder of the Company, granted to Mr. Forgy an option to purchase an
aggregate of 100,000 shares of common stock of the Company owned by her. The
option to Mr. Forgy to purchase stock is exercisable at a price of $3.50 per
share of Common Stock.

Perry T. Massie and Thomas H. Massie each have an option to purchase
160,000 shares of the Company owned by Wilma M. Massie and an option to
purchase up to 96,000 shares of Wilma Massie's Earn Out Shares. Mr. Dickson
has an option to purchase 200,000 shares of the Common Stock of the Company
owned by Wilma Massie and has an option to purchase up to 150,000 shares of
Wilma Massie's Earn Out Shares. In January 1996, Mr. Dickson exercised an
option to purchase 50,000 shares of his option from Wilma M. Massie. David M.
Ashwood, an officer of the Company, has an option to purchase 80,000 shares of
the Common Stock of the Company owned by Wilma Massie and has an option to
purchase up to 34,000 shares of Wilma Massie's Earn Out Shares.

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INDEPENDENT AUDITORS

The Board of Directors selected Kenneth E. Walsh ("Mr. Walsh"),
Certified Public Accountant, as the independent auditor to audit the
consolidated financial statements of Global for the year ending December 31,
1995. Mr. Walsh previously audited the Company for the years ended December
31, 1992 and 1991. It is not known at this time whether or not a
representative of Mr. Walsh will be present at the Annual Meeting. In the
event a representative is present at the Annual Meeting, he will be given the
opportunity to make a statement if he desires to do so and will be available to
respond to appropriate questions.

The Company dismissed McGladrey and Pullen, LLP ("McGladrey") as its
auditors on March 26, 1996, primarily due to the failure of such auditor to
produce an audit report and the lack of assurances as to when such report would
be furnished. The decision to dismiss McGladrey was made by the Chief
Executive Officer and Senior Vice President who constitute two of the three
members of the Board of Directors. After the dismissal of McGladrey, Mr. Walsh
was hired to audit the Company for the year ended December 31, 1995.

McGladrey's report on the financial statements for the year ended
December 31, 1994, did not contain an adverse opinion or a disclaimer of
opinion, or was not qualified or modified as to uncertainty, audit scope, or
accounting principles. McGladrey has not issued a report on the financial
statements for the year ended December 31, 1995. During the Company's fiscal
year ended December 31, 1994, there were no disagreements with McGladrey on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of McGladrey, would have caused McGladrey to make a reference to
the subject matter of the disagreement(s) in connection with its report.

For the Company's most recent fiscal year and the interim period after
December 31, 1995, the Company believes that at the time McGladrey was
dismissed that it was premature for McGladrey to conclude there was a
disagreement in accounting principles, since no draft nor firm position was
presented by McGladrey to the Company. McGladrey provided a letter to the
Securities and Exchange Commission that stated, in part, the following: (1) "We
informed the Registrant that, in our opinion, the portion of the Registrant's
LDMA/AU membership contract payments that represents monthly maintenance fees
that are waived by the Registrant until the membership contract is paid in full
should be recognized as revenue during the period to which the waived
maintenance fees apply." (2) "The Registrant had informed us that it intended
to recognize the present value (net of an allowance for cancellation) of its
LDMA/AU membership contracts as revenue immediately upon the execution of the
membership contract, the receipt of a 10% down payment, and the expiration of
the contractual refund period." and (3) "The Registrant further informed us
that it intended to simultaneously accrue and expense the estimated cost of
providing LDMA/AU membership services during the period of time that the
membership contract is expected to remain unpaid."

As to sentence (1) above, the matter referred to therein was a change
in accounting policy proposed by McGladrey for 1995. For prior years their
stated position was future maintenance fees would be sufficient to provide for
future costs of operating and maintaining the Company's primitive campgrounds.
For 1995, in connection with this matter, when dues are waived, the Company has
adopted the policy of imputing compensation for providing services such as
maintenance of campgrounds until such time as dues are payable. The Company's
treatment results in a reduction of revenue in 1995. McGladrey's treatment
although apparently similar to that of the Company could result in a
significant difference of a further reduction of revenue of approximately $300
per membership contract or $480,000 for the memberships sold in 1995. As to
sentence (2) above, the matter referred to therein has been the Company's past

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policy. The Company prepared its financial statements for 1995 in accordance
with this policy and believes that there is no disagreement. As to sentence
(3) above, for 1995, in the case where dues are waived, the Company has
instituted a policy to accrue and expense future benefits of a Gold Prospector
membership which results in an increase in expenses in 1995.

No committee of the board of directors, or the board of directors,
discussed the subject matter above with McGladrey. The Company has authorized
McGladrey to respond fully to the inquiries of any successor accountant
concerning the subject matter of any disagreements or events related thereto.

OTHER MATTERS

The Company knows of no other matters to come before the Meeting. If
any other matter not mentioned in this Proxy Statement properly comes before
the meeting, its is the intention of the proxy holders named in the enclosed
Proxy to vote the shares they represent as the Board of Directors may
recommend.

CONCLUSION

The Company encourages your attendance at the Company's Annual Meeting
of Shareholders in order to consider and vote upon the proposals set forth
herein and any other matters properly brought before such meeting and any
adjournment thereof.

June 10, 1996 By Order of the Board of Directors

Perry T. Massie,
Chairman

The Annual Report to Shareholders of the Company for the fiscal year
ended December 31, 1995, is being mailed concurrently with this Proxy Statement
to all shareholders of record as of June 10, 1996. The Annual report is not to
be regarded as proxy soliciting material or as a communication by means of
which any solicitation is to be made.

COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, WILL BE
PROVIDED TO THE SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
SECRETARY, GLOBAL RESOURCES, INC.

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GLOBAL RESOURCES, INC.

ANNUAL MEETING OF COMMON STOCKHOLDERS - JULY 16, 1996

PROXY

The undersigned Common Stockholder of GLOBAL RESOURCES, INC., an Alaska
corporation ("Global"), hereby acknowledges the receipt of the Notice of the
Annual Meeting of Stockholders and Proxy Statement for the Annual Meeting of
Stockholders to be held on Tuesday, July 16, 1996 at 2:00 p.m. Pacific Time, in
Suite 200 at Global's corporate headquarters, 43445 Business Park Drive,
Temecula, California 92590, and hereby appoints PERRY T. MASSIE or any other
member of the Board of Directors of Global, as proxy and attorney-in-fact, with
full power of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at said Annual Meeting, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock, which the
undersigned would be entitled to vote, if then and there personally present, on
the matters set forth below: (Please mark the appropriate boxes under 1 through
6, below)

THE BOARD OF DIRECTORS OF GLOBAL UNANIMOUSLY RECOMMENDS A VOTE FOR ALL
THE FOLLOWING PROPOSALS:

1. Proposal to adopt an amendment to the Company's Articles of
Incorporation to increase the number of authorized members of the
Company's Board of Directors from three (3) persons to a range of
not less than three (3) and not more than seven (7) persons.