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

                                   FORM 10-QSB

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999

[   ]    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: 0-17874

                                  XPLORER, S.A.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   88-0199674
                     (I.R.S. Employer Identification Number)

                            2929 S. Maryland Parkway
                             Las Vegas, Nevada 89109
                    (Address of principal executive offices)

                                 (702) 699-5400
                           (Issuers telephone number)

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

As of June 30,  1999,  Xplorer,  S.A.  had  20,086,266  shares of Common Stock
Outstanding.

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

                                                     [XPLORER\10-QSB:063099.QS1]
<PAGE>

                                  XPLORER, S.A.
                                      INDEX

                                     PART I


Item 1.   Financial Statements

          Consolidated Condensed Balance Sheet
          as of June 30, 1999 (unaudited)......................................1

          Consolidated Condensed Statements of Operations
          for the Three Months and Six Months Ended June 30, 1999 and 1998
          (unaudited)..........................................................2

          Consolidated Condensed Statements of Shareholders Equity for Six
          Months Ended June 30, 1999 (unaudited)...............................3

          Consolidated Condensed Statements of Cash Flows for the Six Months
          Ended June 30, 1999 and 1998 (unaudited).............................4

          Notes to Consolidated Condensed Financial Statements ................5

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations................................................9

                                     PART II

Item 1.   Legal Proceedings...................................................11

Item 2.   Changes In Securities...............................................11

Item 3.   Defaults Upon Senior Securities.....................................11

Item 4.   Submission Of Matters To A Vote Of Security Holders.................11

Item 5.   Other Information...................................................11

Item 6.   Exhibits And Reports On Form 8-K....................................11

          Signatures..........................................................12




                                        I
                                                     [XPLORER\10-QSB:063099.QS1]
<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1999

<TABLE>
<S>                                                            <C>

ASSETS
Current Assets
         Cash and cash equivalents                             $              -
     Receivables                                                          3,495
         Total Current Assets                                             3,495

     Property and equipment                                              77,535

     Other investments                                                   13,170

TOTAL ASSETS                                                   $         94,200

LIABILITIES AND SHAREHOLDERS EQUITY
     Current Liabilities
         Accrued expensed                                      $        482,051
         Related party payable                                          364,675
         Note payable                                                   450,000
         Due to trustee                                                 131,603
         Current portion of long-term debt                            1,311,335
              Total Current Liabilities                               2,739,664

     Long-term debt                                                     463,658

              Total Liabilities                                       3,203,322

Minority Interest                                                             -

     Shareholders Equity (Deficit)
         Preferred stock, par value $.001; authorized 15,000,000
         shares; convertible beginning in 2001; 1,280,550 shares
         issued and outstanding                                           1,281
         Common stock, par value $.001; authorized 60,000,000
         shares; 20,086,266 issued and outstanding                       20,087
         Additional paid in capital                                   2,570,530
     Accumulated deficit during development stage                    (5,701,020)
         Total Shareholders Equity (Deficit)                         (3,109,122)

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)            $         94,200
</TABLE>


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

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -1-
<PAGE>

                                  XPLORER, S.A.
                            Statements of Operations
                       For the Three and Six Months Ended
                        June 30, 1999 and 1998(Unaudited)


<TABLE>
<CAPTION>

                                       For the Three Months Ended   For the Six Months Ended,
                                                 June 30,                   June 30,
                                            1999         1998          1999         1998
                                        (Unaudited)  (Unaudited)    (Unaudited)  (Unaudited)
<S>                                    <C>          <C>            <C>          <C>
Revenues
     Other income                      $          0 $          0   $         0  $          0
          Total revenues                          0            0             0             0
Costs and expenses:
    General and administrative               17,250       36,004        36,192        85,269
    Net loss on investments and
       Settlement of gold contracrs               0      121,705             0       121,705
    Interest expense                              0        3,750             0         3,750
          Total expenses                     17,250      161,459        36,192       210,724
Net income (loss)                           (17,250)$   (161,459)  $   (36,192) $   (210,724)
Net income (loss) per common share     $       (.00)$       (.01)  $      (.00) $       (.01)
Weighted average common
 shares outstanding                      20,086,266   19,779,705    20,086,266    19,779,705

</TABLE>


















    The accompanying notes are an integral part of these financial statements

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -2-
<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999



<TABLE>
<CAPTION>

                                   Common Stock             Preferred Stock     Additional     Accumulated
                                                                                  Paid-In        During
                               Shares      Amount         Shares      Amount      Capital   Development Stage   Total
<S>                         <C>         <C>             <C>        <C>         <C>           <C>           <C>

Balance January 1, 1999     20,086,266  $    20,087     1,280,550  $    1,281  $  2,570,530  $ (5,664,828) $ (3,072,930)
Net loss for period                                                                               (18,942)      (18,942)
Balance, March 31, 1999     20,086,266       20,087     1,280,550       1,281     2,570,530    (5,683,770)   (3,091,872)
Net loss for period                                                                               (17,250)      (17,250)
Balance, June 30, 1999      20,086,266 $     20,087     1,280550   $    1,281  $  2,570,530  $ (5,701,020) $ (3,109,122)


</TABLE>









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

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -3-
<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998



<TABLE>
<CAPTION>

                                                        Six Months Ended
                                               June 30, 1999       June 30, 1998
<S>                                           <C>                 <C>
Net (Loss)                                    $      (36,192)     $    (210,724)
Adjustments to Reconcile Net Income to
             Decrease in other investments                 -            121,705
         Increase in accrued expenses                 32,300             34,309
          NET CASH PROVIDED BY (USED IN)
                OPERATING ACTIVITIES                  (3,892)           (54,710)

NET DECREASE IN CASH                                  (3,892)           (54,892)
CASH, at Beginning of Period                           3,892             71,124
CASH, at End of Period                        $            -      $      16,414

</TABLE>

























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

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -4-
<PAGE>

                 XPLORER, S. A. (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      Six Month Period Ended June 30, 1999

Note 1   Organization and Presentation

Organization

     Xplorer,  S.A. (the Company),  (successor to Gerant  Industries,  Inc.) was
organized by adoption of amended and restated  Articles of  Incorporation  dated
July 5, 1996,  which were  filed  with the office of the  Secretary  of State of
Nevada on August 15, 1996.

     Gerant Industries,  Inc. (Gerant) filed a petition for reorganization under
Chapter 11 of the United  States  Bankruptcy  Court (the  Court) for the Central
District of California on March 1, 1994. On July 24, 1996,  the Court  confirmed
Gerants Third Amended Plan of  Reorganization  (the Plan). The Plan approved the
amendment of the  Articles of  Incorporation  and  By-laws,  change of corporate
name,  authorization of common and preferred shares of stock,  payment of claims
and issuance of stock by the successors to this debtor-in- possession,  Xplorer,
S.A.

     The Company is a  development  stage  enterprise  and has not  achieved its
intended operations or related revenue as of November 9, 1999.

     The Company owns 59% of Atlanta Pacific Trust,  LLC (APT). APT is the owner
of the  Evening  Star Mine and through  its  related  company,  Atlantic-Pacific
Finanzprodukte,  GMBH (APT Germany),  secures  financing for its exploration and
development activities.

     The Company's  consolidated financial statements have been presented on the
basis that it is a going  concern,  which  contemplates  the  realization of the
mineral  properties and other assets and the  satisfaction of liabilities in the
normal course of business.  The Company has incurred losses of $5,701,020 before
minority  interest  from  inception  to  June  30,  1999.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  continues  to actively  seek  additional  sources of capital to fund
current and future  operations.  There is no assurance  that the Company will be
successful in continuing to raise additional capital,  establishing  probable or
proven ore  reserves,  or  determining  if the mineral  properties  can be mined
economically.  These  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.

Note 2   Summary of Significant Accounting Policies
 .
Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its 59% owned  subsidiary,  Atlantic  Pacific  Trust,  LLC  (APT),  and APTs
related company, Atlantic-Pacific Finanzprodukte,  GmbH. In consolidations,  all
significant intercompany balances and transactions are eliminated.

Use of Estimates

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

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -5-
<PAGE>

Note 2   Summary of Significant Accounting Policies (Continued)

Mineral Properties and Mining Equipment

     Mineral  properties and mining equipment are carried at cost.  Depreciation
on  equipment is provided on a  straight-line  basis over its  estimated  useful
lives ranging from three years to five years. Mining equipment not in service is
not depreciated.

     In the past, the Company  deferred direct costs related to the acquisition,
exploration and development of mineral properties pending determination of their
economic viability which normally entails performing an in-depth  geological and
geophysical study. If no minable ore body was discovered, previously capitalized
costs were expensed in the period the property was abandoned.

     Although the Company has performed  drilling  samples,  and an  independent
engineer has deemed the gold properties contain profitable reserves in excess of
property and equipment costs incurred through December 31, 1998,  management has
chosen to follow the more  conservative  method of  accounting  by expending the
previously capitalized gold mineral costs of $2,665,500 as of December 31, 1996,
and expensing any future development costs.

Office Furniture and Equipment

     Office  furniture  and  equipment  are  recorded at cost.  Depreciation  is
computed by the  straight-line  method based upon the estimated  useful lives of
the respective assets, generally three to five years.

Income (Loss) per Common Stock

     Income  (loss) per share of common stock is computed  based on the weighted
average  number  of  shares  outstanding.   Warrants,  options  and  convertible
debentures  have not been included in the  calculation  as their effect would be
anti-dilutive.

Income Taxes

     The Company  accounts  for income  taxes using the  liability  method which
requires  recognition  of deferred tax  liabilities  and assets for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements or tax returns.  Deferred tax assets and  liabilities  are determined
based on the difference between the financial statements and tax basis of assets
and  liabilities  using  enacted  tax rates in effect  for the year in which the
differences are expected to reverse.

Cash and Cash Equivalents

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
highly liquid debt instrument purchased with a maturity of three months or less.

Note 3   Property, Plant and Equipment

     The values  reflected in its Annual  Report on Form 10 KSB for the Companys
fiscal year ended December 31, 1999 are carried  forward here.  These values are
at the defined cost of $918,120, with accumulated depreciation of $840,585, with
the net reflected on the balance sheet.  Depreciation  for the current year will
be added at year end.

                                                     [XPLORER\10-QSB:063099.QS1]
                                       -6-
<PAGE>

Note 3   Property, Plant and Equipment (Continued)

     During 1997, the Company expensed previously capitalized  development costs
of its Evening Star mine. Also,  during 1997, the Company  considered its mining
equipment to be impaired and provided an allowance for 90% of its original cost.

Note 4  Note Payable

     As of June 30,  1999,  the  Company  had a Note  payable  in the  amount of
$450,000,  with interest at 10% per annum payable monthly,  with all outstanding
principal and interest due on demand.  The note is  convertible  at any time for
150,000 shares of the common stock of the Company at the option of the holder.

Note 5   Investment Contracts Payable

     Atlantic  has  issued   investment   contracts  under  German   securities.
Investment contracts payable consist of the following at June 30, 1999:
<TABLE>
         <S>                                                        <C>

         Contract of $9,645 per kilo received in U.S.
         dollars for purchase of undelivered kilos
         (32.15 troy ounces) of gold bullion.
         All contracts have a one-year maturity                     $   118,636

         Zero-coupon contract of $12,500 payable
         in U.S. dollars and bearing interest at
         9.00% per annum.  Such contracts are
         payable with related interest in one to five years             192,231

         Zero-coupon contract payable in 5,000 German
         Deutsche Marks (DM) units and bearing
         interest at 9.00% per annum.  Such contracts
         are payable with related interest in DM in
         one to five years                                              868,913

         Zero-coupon contract payable in DM or gold
         at the rate of 600 DM principal per unit and
         bearing interest at 9.00% per annum.
         Contracts are payable with related
         interest in DM in one to five years                            576,041

                                                                    $ 1,755,821

         Less current portion of long-term debt                       1,065,847

                                                                    $   689,974

</TABLE>

     As of November  9, 1999,  the  Company  was unable to repay  $1,253,663  in
contracts that have matured.


                                                     [XPLORER\10-QSB:063099.QS1]
                                       -7-
<PAGE>

Note 5    Investment Contracts Payable (Continued)

     In connection with the sale by APT of Bonds, Certificates, Contracts and 9%
Bonds  ("Contracts")  APT has assigned its eight  mineral  claims,  known as the
Evening  Star Mine,  to Benjamin C. Rice,  Esq.  ("Trustee"),  a director of the
Company,  to be held in trust for a term of ten  years or until all  obligations
owed on the Contracts are fully satisfied.  The Trustee will allow APT to remove
and process  gold ore from the  Evening  Star Mine for  delivery  and payment of
Contracts  as they  mature.  APT may also  remove  additional  gold ore to cover
expenses  only but may not remove any gold ore for any other  purpose  until all
the Contracts  have been fully repaid.  Upon default,  the Trustee may cause the
gold ore to be refined by a third party refiner or he may sell the claims to pay
all indebtedness evidenced by the contracts.

     Accrued  interest on the above  contracts  amounted to $317,119 at December
31, 1998.

     Investment contracts are due as follows:
<TABLE>
          <S>                            <C>

          1999...........................$1,311,335
          2000............................  185,248
          2001  ............................208,454
          2002      ........................164,385
          2003............................... 5,571
          Total .........................$1,774,993
</TABLE>

The amount for 1999 included $986,857 of 1998 maturities.


Note 6    Subsequent Event

     The Company has been unable to repay $1,044,775 in debt obligations,  which
matured subsequent to December 31, 1998, as of November 9, 1999.

     The  Company,  in a meeting  of the Board of  Directors  on July 30,  1999,
entered into the following agreement:

     Advisory   agreement   with  a  third   party  to  assist  the  Company  in
restructuring the Company and/or obtain financing for its operations;

     Authorized the issuance of 150,000 shares of Xplorer,  S.A. common stock to
Gardner  Investment,  Inc.  to convert  the note  payable of  $450,000 to common
stock.

     Approved the conversion of 1,280,550  Xplorer,  S.A. preferred shares owned
by a single shareholder to 12,805,050 Xplorer, S.A. common stock;

     Issuance of 1,500,000 common stock with options for additional common stock
to third party advisors in return for past and future consulting services; and

     Xplorer,   S.A.  to  enter  into  a  stock   purchase  plan  and  plans  of
reorganization  whereby  Xplorer,  S.A. will exchange shares of its common stock
for  no  less  than  50%  of  the  outstanding  common  stock  of  an  unrelated
corporation.




                                                     [XPLORER\10-QSB:063099.QS1]
                                       -8-
<PAGE>

ITEM 2.       MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

For the three  months ended June 30, 1999

Going Concern

     The Company's  working capital  resources  during the period ended June 30,
1999 were  provided by  utilizing  the cash on hand at December  31,  1998.  The
formal business activity of mining did not begin this quarter since the activity
is  just  in  the  process  of  being  funded.  As  a  result,  the  Company  is
substantially a shell.  Sufficient  funds have previously been made available by
related  parties  for the  working  capital  requirements  not  filled  by other
sources.  Management  anticipates  this will continue until the  commencement of
mining operations or other operations.

     The Company  has  experienced  recurring  net  losses,  has limited  liquid
resources,  and negative  working  capital.  Management's  intent is to continue
searching for additional  sources of capital and the Company intends to continue
operating with minimal  overhead and key  administrative  functions  provided by
consultants who are compensated in the form of the Company's common stock. It is
estimated, based upon its historical operating expenses and current obligations,
that the  Company  may need to  utilize  its common  stock for future  financial
support  to  finance  its  needs  during  1999.  Accordingly,  the  accompanying
consolidated  financial  statements have been presented under the assumption the
Company will continue as a going concern.

Results of Operations

         Quarter Ended June 30, 1999 Compared to Quarter Ended June 30, 1998

     There has not been  sufficient  time since the  emergence  from  Chapter 11
Proceedings to begin operations. There is currently no schedule as to when these
operation activities will begin, accordingly,  there were no revenues or cost of
revenues recorded during the current quarter or comparable quarter.

     Total  expenses  were  $17,250 in the  current  quarter  and $39,754 in the
comparable period last year. The change is attributable to continued utilization
of services  provided  by  professional  consultants  and other  advisors  and a
minimal level of activities since 1997.  Additionally,  in the 1998 quarter, the
Company recognized a loss on investment of $121,705.

Estimations of Management

     Each  year,  Atlantic  Management  estimates  or  reserves  and  prepares a
comprehensive mining plan for the then-anticipated  remaining life of the mining
property.  Other metals could also be present in the ore  reserves.  Significant
changes to the Companys plans could occur as a result of mining experience,  new
ore  discoveries,  changes in mining  process,  new  investment in equipment and
technology.  Also  permits  may  not be  renewable  under  the  same  terms  and
conditions as originally  granted.  Exploration  could not result in recoverable
metals,  and the  anticipated  pilot  refinery  could not be completed and other
factors.

     The Companys  management  provides no assurance as to the outcome of any of
these  matters and  resulting  adjustments  could be  material  to the  Companys
financial condition and operations.

     The Companys management in compliance with applicable  reporting guidelines
has graded the ore
                                                     [XPLORER\10-QSB:063099.QS1]
                                       -9-
<PAGE>

     reserves as Probable Reserves (indicated  reserves) until completion of the
pilot ore refinery,  further  mineralization  studies,  additional  drilling and
sampling, and geological feasibility analysis.

Liquidity and Capital Resources

     As of  June  30,  1999,  the  Company  had a  working  capital  deficit  of
$2,736,169  an  increase  of  $542,051  from  June  30,  1998.  The  change  was
attributable  to the  operating  losses  experienced  and  impairment  from  the
maturity of long term payables.

     The Company had no cash on hand at June 30, 1999.  The limited cash balance
is a direct result of the Company having no operations during the periods.

     The Companys plan is to keep  searching for  additional  sources of capital
and new operating  opportunities.  Furthermore,  the Company may have to utilize
its  common  stock for future  financial  support  to  finance  its needs.  Such
conditions raise  substantial  doubt about the Companys ability to continue as a
going concern. As such, the Companys independent accountants have modified their
report for the Companys latest fiscal year ended December 31, 1998 to include an
explanatory paragraph with respect to the uncertainty.

     The  Company has no  commitments  for capital  expenditures  or  additional
equity or debt financing and
no assurances can be made that its working capital needs can be met.

Business Risks:

     As discussed  previously,  the Company is substantially a shell but intends
to seek out and acquire profitable operating businesses.  However, no definitive
agreements have been reached.  If any acquisition  agreements are reached in the
near term, the Company can make no assurances that it will be able to obtain the
financing necessary to complete the any transaction.

Competition:

     Since the  Company has no current  operations,  it does not have any direct
across the board competitors,  but may have competition in the future within the
industries for which it may acquire operations.

Management of Growth:

     If the Company is  successful  in  implementing  its growth  strategy,  the
Company  believes it could  undergo a period of rapid  growth that could place a
significant  strain  on its  management,  financial  and  other  resources.  The
Companys ability to manage its growth will require it to continue to improve its
operational  and financial  systems and to motivate and  effectively  manage its
employees.  If the  Company  grows  it will  have to  implement  new  financial,
budgeting,  management  information and internal control  systems.  The Companys
success  will  depend  upon its  ability to attract  and retain  highly  skilled
personnel.  There can be no  assurance  that the Company will be  successful  in
attracting  and  retaining  key  management,   technical,  marketing  and  sales
personnel.  Its  failure  to do so would  materially  and  adversely  affect the
Companys business and results of operations.

     Additionally,  as of June  30,  1999,  the  Company  had no  operations  or
employees other than its President.


                                                     [XPLORER\10-QSB:063099.QS1]
                                      -10-
<PAGE>


PART II:      OTHER INFORMATION

Item 1.       Legal Proceedings

         None.

Item 2.       Changes In Securities

         None

Item 3.       Defaults Upon Senior Securities

         None.

Item 4.       Submission Of Matters To A Vote Of Security Holders

         None

Item 5.       Other Information

         None

Item 6.       Exhibits And Reports On Form 8-K

         None.

                                                     [XPLORER\10-QSB:063099.QS1]
                                      -11-

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  Report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.

                                         XPLORER, S.A.
                                         (Registrant)

Dated:   November 9, 1999                By: /s/   Leonard J.Roman
                                         Leonard J. Roman
                                         Treasurer, Chief Financial Officer and
                                         Director;  Xplorer, S.A.

                                                     [XPLORER\10-QSB:063099.QS1]
                                      -12-