UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              FORM 10-QSB (Amended)

             ( x ) Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 1997

                                       OR

              ( ) 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                                             88-0199674
------------------------------                          ---------------------
State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization                         Identification  Number)

4750 Kelso Creek Road, Weldon, California                        93238
-----------------------------------------                      ---------
 Address of principal executive offices)                      (Zip Code)


                    Phone: (619) 378-3936 Fax: (619) 378-1066
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                    Gerant Industries, Inc. - March 31, 1997
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (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 such  filing
requirements for the past 90 days. Yes ( X ) No (  )

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 subsequent to the  distribution of securities under a plan confirmed
by a court. Yes ( X ) No ( )

As of June 30, 1997,  there were  18,782,447  shares of common stock ($0.001 par
value) issued and outstanding.

Total sequentially numbered pages in this document:   14


                                        1

<PAGE>

                       PART I.  FINANCIAL INFORMATION
-------------------------------------------------------------------------
ITEM 1.  FINANCIAL STATEMENTS

                                  Xplorer, S.A.
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheet
                                  As of June 30
                 
                Assets                                 12/31/96       1997
                                                      ------------------------
                                                       (Audited)   (Unaudited)
Current Assets:
  Cash                                                  $166,000       $39,756
  Note receivable (Note 5)                                16,000             0
  Marketable securities                                  226,400       330,261
  Prepaid commissions                                    210,000       170,467
                                                      ------------------------
Total Current Assets                                     618,400       540,484
Property, plant & equipment - net                      3,404,400     3,404,400
Other investments                                      1,019,000     1,019,000
                                                      ------------------------
          Total Assets                                $5,041,800    $4,963,884
                                                      ========================
      Liabilities and Shareholder Equity
               Liabilities:
Current Liabilities:
  Gold contracts                                         273,000        94,438
  Zero-coupon bonds - Current                            915,000       887,609
  Related party payable                                  149,000       208,017
  Note payable                                           450,000       450,000
  Payroll obligations                                      3,200         3,200
  Other accrued expenses                                  38,000        10,000
                                                      ------------------------
                                                       1,828,200     1,653,264
  Accrued legal fees                                     147,000        86,897
  Long-term zero coupon bonds                            552,700       855,403
  Minority interest in consolidated
    subsidiary (Note 8)                                  852,000       915,080
                                                      ------------------------
                                                       3,379,900     3,510,644
                                                      ------------------------
                                                                               
  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
                                                                            

                                        2
<PAGE>

                                  Xplorer, S.A.
                        (A Development Stage Enterprise)
                       Consolidated Balance Sheet (Cont'd)
                                  As of June 30
                 
                                                       12/31/96       1997
                                                      ------------------------
                                                       (Audited)   (Unaudited)

Commitments and contingencies

          Shareholders' Equity :
Preferred Stock, par value $0.001, authorized              1,300         1,300
  15,000,000 shares; convertible beginning in 2006;  
  1,280,600 shares issued and outstanding
Common Stock Subscribed                                    1,000             0
Common Stock, $0.0001 par value, authorized sixty         17,600        18,828
  million (60,000,000)  shares;  18,554,000 as of
  December 31, 1996 and 18,782,447 shares issued
  and outstanding as of June 30, 1997
  Additional paid in capital                           2,546,000     2,555,830
  Deficit accumulated during the development stage      (904,000)   (1,122,718)
                                                      ------------------------
Total Shareholders' Equity                             1,661,900     1,453,240
                                                      ------------------------
Total Liabilities and Shareholders' Equity            $5,041,800    $4,963,884
                                                      ========================

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT


                                      3
<PAGE>


                                  Xplorer, S.A
                        (A Development Stage Enterprise)
                        Unaudited Statement of Operations
                     For The Six Month Period Ended June 30

                                            1996                   1997
                                     ------------------------------------------
                                                   Year                   Year
                                     Quarter     To Date   Quarter      To Date
                                     ------------------------------------------

Income:

Revenues (Note 1)                    Not                        $0           $0
                                     Available
                                     For Prior
Investment income                    Periods                10,000       20,020
                                     See Note 13
                                     ------------------------------------------
     Total Income                                           10,000       20,020
                                     ------------------------------------------

Cost of Sales:

                                                                 0            0
                                     ------------------------------------------
     Total Cost of sales                                         0            0
                                     ------------------------------------------
     Gross margin (Loss)                                    10,000       20,020
                                     ------------------------------------------
Operating Expenses:
Compensation                                                51,687       95,453
Professional fees                                           51,351       93,590
Commissions                                                 90,000      111,000
Interest                                                    42,000       72,000
Administrative                                               6,962       18,686
Depreciation                                                     0            0
                                     ------------------------------------------
Total Operating expenses                                   242,000      390,729
                                     ------------------------------------------
Net Loss before minority interest                         (232,000)    (370,709)
                                     ------------------------------------------
Minority interest in loss                                   95,120      151,991
                                     ------------------------------------------
     Net Profit (Loss)                                   ($136,880)   ($218,718)
                                     ==========================================

Earnings (Loss) per Share of Common                        
Stock and Common Stock Equivalents                         ($0.007)     ($0.012)
                                     ==========================================

Common Stock outstanding                                18,782,447   18,782,447
                                     ==========================================

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT

                                        4

                                                      
<PAGE>

                                  Xplorer, S.A.
                        (A Development Stage Enterprise)
                        UNAUDITED STATEMENT OF CASH FLOWS
                     For the Six Month Period Ended June 30

                                                       
          CASH FLOWS FROM OPERATING ACTIVITIES              1996       1997
                                                         --------------------
Net (Loss)                                               Not        ($218,718)
Adjustments to Reconcile Net Income to                   available
     Net Cash Used in Operating Activities:              for Prior
      Eliminate Non Cash Items (Depreciation and         Periods
Amortization)                                            See Note
(Increase) Decrease in:                                  13 for 
     Minority interest in consolidated sub.                          (151,991)
     Receivables                                                       16,000
     Marketable securities                                           (103,861)
     Prepaid commissions                                               39,533
Increase (Decrease) in:
     Related party payable                                             59,017
     Accrued expenses and accounts payable                            (28,000)
     Other                                                            165,026
          
               NET CASH PROVIDED BY (USED IN)            --------------------
               OPERATING ACTIVITIES                                  (222,994)
                                                         --------------------

          CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in:

     Redemption of investment contracts                              (205,953)
     Sale of investment contracts                                     302,703

                                                         --------------------
               NET CASH PROVIDED BY (USED IN)
               FINANCING ACTIVITIES                                    96,750
                                                         --------------------
NET INCREASE (DECREASE) IN CASH                                      (126,244)
CASH, at Beginning of Period                                          166,000
                                                         --------------------
CASH, at End of Period                                                $39,756
                                                         ====================

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT

                                        5


<PAGE>


                 Xplorer, S.A. (A Development Stage Enterprise)
         UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Note 8)
                  For the Six Month Period Ended June 30, 1997

<TABLE>
<CAPTION>
                                                                             
                                   Common Stock           Preferred Stock    Additional               
                               --------------------     ------------------    Paid In      Retained
                                 Shares      Amount     Shares      Amount    Capital      Earnings        Total
                               -----------------------------------------------------------------------------------

<S>                            <C>           <C>       <C>         <C>      <C>            <C>          <C>       
Balance per audit,             18,554,000    $18,600   1,280,550   $1,300   $2,546,000     ($904,000)   $1,661,900
  December 31, 1996

Entries For Quarter
  Ending June 30, 1997
Stock issuance for debt           228,447        228                             9,830                     $10,058
  repayments
Profit (loss) for period                                                                    (218,718)    ($218,718)
                               -----------------------------------------------------------------------------------
BALANCE, March 31, 1997        18,782,447    $18,828   1,280,550   $1,300   $2,555,830   ($1,122,718)   $1,453,240
                               -----------------------------------------------------------------------------------
</TABLE>


  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT


                                        6

<PAGE>

                                 XPLORER, S. A.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Three Month Period Ended June 30, 1997


Note 1   Organization and Presentation:

         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  Gerant's Third Amended Plan of Reorganization
         (the "Plan"). The Plan approved the amendment of the 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  was to  issue  16,500,000  shares  of  common  stock  and
         1,043,000  shares of preferred  stock which were valued in aggregate at
         $53 Million by the Court. The Company  accounted for the transaction as
         a reverse acquisition by Xplorer.

         The Company is a development  stage enterprise and has not achieved its
         intended operations or related revenue as of this date.

         The Company, a  development  stage  enterprise,  anticipates  obtaining
         sufficient   cash  resources  in  1997  from  the  sale  of  investment
         contracts, warrant exercise, operations, or private placement of equity
         securities.  Such  proceeds  are  necessary  to assure  the  funding of
         anticipated  operating costs and  satisfaction of any negative  working
         capital as of the current period.

         PRESENTATION
         The Company  intends to engage in the  development of natural  resource
         properties. As of June 30, 1997 the Company does not have any operating
         properties and is a development stage enterprise owning 59% of Atlantic
         Pacific Trust, L.L.C. and its wholly-owned subsidiary  Atlantic-Pacific
         Finanzprodukte, GmbH. The accounts of this entity, which has made loans
         to its  parent  are  included  in these  financial  statements  and all
         significant inter-company  transactions have been eliminated. The loans
         have been converted to common stock or units of the Company (Note 8).

Note 2   Summary of Significant Accounting Policies:

         MINING PROPERTIES:
         Mining  properties are reflected in property,  plant,  and equipment at
         cost of acquisition  and  development.  Costs include efforts to remove
         ore and waste, exploration,  development of new ore bodies and defining
         further mineralization in existing ore bodies. These costs are deferred
         and  will  be  charged  to  operation   costs   utilizing  the  unit-of
         -production method in the period in which commercial production occurs.



                                       7
<PAGE>


         When a property is  identified  as having  development  potential,  the
         costs of engineering,  contract labor, financing, and professional fees
         related to  development  are  capitalized  as they are  incurred.  If a
         project is determined not to be  economically  feasible,  unrecoverable
         costs are expensed in the year in which the determination is made.

         REVENUE RECOGNITION:
         Revenue is recognized  when title to delivered  gold or other  precious
         metals passes to the buyer.

         REPORTING CURRENCY:
         While the Company has significant financing transactions denominated in
         German  currency,  its operations are located in the U.S.  Accordingly,
         all financial  information  regarding these  transactions is translated
         into U.S.  dollars and no material  transaction  effect exists at March
         31, 1997.

         LOSS PER SHARE:
         The loss per share is calculated  using the weighted  average number of
         shares outstanding.  Warrants outstanding are anti-dilutive and are not
         included.

         PROPERTY, PLANT & EQUIPMENT AND DEPRECIATION:
         All property,  plant & equipment is stated at cost and depreciated on a
         straight-line   basis  over  individual  useful  lives  -  three  years
         (computers),  five years (mining  equipment),  and  units-of-production
         once mining property is at the operational level.

         FINANCIAL UNCERTAINTIES:
         The Company is in the development stage and has experienced a net loss.
         The loss is principally due to commissions and interest associated with
         the German financing.  There is no assurance that commercial quantities
         of mineral resources can be developed and sold in a profitable  market.
         Also, mining production could be delayed and uninsurable risks could be
         incurred (see Note 9).

         The Company  intends to engage in financial  instruments  to reduce the
         financial impact caused by fluctuations in the exchange rate of U.S.
         dollars to German Duetsch Mark liabilities.

         The carrying values of investment  contracts  involving gold settlement
         are  re-measured  using the market  value of gold at the balance  sheet
         date ($369 per troy ounce).  The price of gold fluctuates  daily,  thus
         the values used herein may fluctuate subsequent to the date hereof.

         INCOME TAXES:
         Xplorer,  S.A.  and its  predecessor  company  have a  substantial  net
         operating loss of an uncertain amount as of the date of this report.

         COMMON STOCK ISSUANCE:
         Shares issued to Gerant special creditors, employees,  consultants, and
         preferred shareholder of the Company are valued at the nominal value of
         $0.10 per share.  Common  stock Units  include one share of stock and a



                                       8
<PAGE>


         warrant to acquire an additional share at 70% of market value.

         USE OF ESTIMATES:
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make 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.

Note 3   Reverse Acquisition:

         Gerant  changed  its  corporate  name to Xplorer,  S.A.  pursuant to an
         exchange of stock and the  provisions  outlined in the Plan,  which was
         accounted for as a reverse acquisition.

         The  Gerant's  balance  sheet  prior to the  execution  of the Plan and
         reorganization  with  newly-formed  Xplorer  S.A.  was as stated in the
         Company's 10 KSB, as amended, as of December 31, 1996.

         Under the Plan,  the  Company  would  realize  the assets of Gerant and
         assume the liabilities at Gerant basis,  and issue common and preferred
         stock in exchange for  1,005,000  units of Atlantic  equity held by the
         Company.

Note 4   Marketable Securities:

         The Company  maintains an interest in marketable  equity  securities as
         part of its hedge  program.  The realized gains or losses are reflected
         in the Statement of Operations under Investment Income.

         The  Company  does  not  use  derivatives   financial  instruments  for
         speculative  purposes.  The Company enters into gold equity investments
         to  manage  exposure  to  increases  in gold  price  and the  Company's
         undelivered commitments.

Note 5   Property, Plant and Equipment:

         The  Company's  majority-owned  subsidiary  (Note 8) owns eight  claims
         known as the Evening Star Mine located in Piute Mountain,  Kern County,
         California.  Most of the  development  costs for Evening Star Mines are
         from related  parties  (Note 13).  There were no  additions  during the
         quarter.

Note 6   Other Investments:

         The  Company  holds a  $500,000  full  recourse  promissory  note at 8%
         interest per annum,  payable monthly and principal due August 18, 1997.
         This note is secured by 500,000  Class C Units of United  Reality Group
         Limited  Partnership  redeemable  by issuer at $1.00 per unit in August
         1997 and 75% tenant in common  interest  in the net  proceeds  from the
         Southwood Plaza Shopping Center in Charlotte, North Carolina.




                                       9
<PAGE>


         Atlantic  owns  100% of the  common  stock  of a  company  that has two
         investments in commercial property located in Bakersfield,  California.
         The net  realizable  value of this  investment  is  $500,000  as of the
         current date.

         Atlantic owns 406,000  shares of Xplorer S.A. of which  218,218  shares
         are  committed  to German  contract  holders who are  exchanging  their
         contracts  for  stock  of  Xplorer  that is  owned  by  Atlantic.  This
         investment is 59% eliminated in consolidated  financial  statements and
         reflected at a nominal value of $0.10 per share of $19,000.

Note 7   Atlantic Pacific Trust, L.L.C.:

         Atlantic Pacific Trust, L.L.C. ("Atlantic"), a Nevada limited liability
         company,  is a natural  resource  company owned by Xplorer and three of
         the Company's shareholders (the "Minority Interest").  Such corporation
         is the  successor to Atlantic  Pacific  Trust  ("APT") and is the legal
         owner of certain mining properties located in Kern County, California.

         These mining properties  (approximately 117 mining claims) were held by
         a trust controlled by William M. Moreland ("Moreland"), and transferred
         to a new entity, North Star Industries  ("North").  North was 30% owned
         by Moreland, 30% owned by Gardner, and 40% owned by Compania Comerciale
         Atlantis,   S.A.,  a  Costa  Rican  entity  ("CCA").  The  claims  were
         eventually  divided into four  separate  trusts.  One of these  trusts,
         Nevada  Trust,  which owned eight  claims  known as the  "Evening  Star
         Mine", was acquired at cost by APT.

         APT was funded by sale of investment contracts,  precious metal forward
         contracts,  and equity units  ("LLC").  The Company owns  1,254,960 LLC
         units as of the current date (59%).

         APT made a loan to the  Company  for  $355,000  that was  converted  to
         Company  special units (one share of common stock and one B warrant and
         C warrant  each  exercisable  within  five years at $2.00 and $3.00 per
         share, respectively and paid a Gerant creditor $110,000 in exchange for
         111, 667 shares of the Company's common stock. These funds were used by
         the  Company  to pay Gerant  creditors  according  to the Plan.  At the
         current  date the value of 275,334  shares  (59% of  466,667)  has been
         eliminated upon consolidation.

         The  Plan  provided  that  Compania  Comerciale  Atlantis,  S.A.  would
         exchange 500,000 of its LLC units for 1,250,000 preferred shares of the
         Company.  However,  only 417,200  units were  exchanged  for  1,043,000
         preferred  shares under this Plan.  In December 1996, CCA did  exchange
         189,960 units for an additional  237,550 shares of preferred stock. The
         preferred stock is partially  convertible to ten shares of common stock
         at the end of six years and has a dividend  of 1.00% per month  payable
         in common stock at time of conversion.  In December 1996, the preferred
         stockholder  agreed to waive all present and future preferred  dividend
         rights for the  immediate  issuance of 1,000,000  common  shares of the
         Company.




                                       10
<PAGE>


         The  Plan  also  provided  that  585,560  LLC  units  held by  Atlantic
         beneficiaries Be exchanged for Debtor Notes and converted to 14,639,000
         shares of common stock. In addition, the former Gerant shareholders had
         a reverse split to 400,000 common stock Units.  All of these Units have
         not as yet been issued.

Note 8   Accrued Legal Fees:

         Per the Plan,  Atlantic agreed to purchase an estimated  $257,000 legal
         fee administrative claim of the law firm, Robinson,  Diamant,  Brill, &
         Klausner (the "Firm").  The balance due as of June 30, 1997 is $87,000.
         Upon  purchase,  Atlantic  intends to  exchange  the claim for  257,000
         Xplorer  common  stock  special  units.  This  transaction  is still in
         progress and is  anticipated  to be completed  during the calendar year
         1997.

Note 9   Note Payable:

         In  September,   1996  the  Company  borrowed   $450,000  from  Gardner
         Investments.  The  terms of the  note  are  10.00%  per  annum  payable
         monthly.  The principal is due and payable on September 25, 1997 and is
         secured by 500,000 Class C Units of United Realty Group,  L.P. The note
         is  convertible,  at the option of the holder,  at any time for 150,000
         shares of common stock of the Company.

Note 10  Investment Contracts Payable:

         Atlantic has issued investment  contracts under German securities laws.
         Such contracts are four types:

         a)       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.  As of June
                  30, 1997, the balance owed is $99,437. The Company has covered
                  it's gold risk on outstanding  contracts up to $369 per ounce.
                  The Company has paid off $128,823 of these contracts in 1997.

         b)       Zero-coupon  contract of $12,500  payable in U.S.  dollars and
                  bearing  interest  at 9.00%  per  annum.  Such  contracts  are
                  repayable  with related  interest in one to five years.  As of
                  June 30,  1997 has been  accreted.  The  Company  has paid off
                  $50,000 of these contracts in 1997.

         c)       Zero-coupon  contract  payable in 5,000 German  Duetsch  Marks
                  ("DM")  units and bearing  interest  at 9.00% per annum.  Such
                  contracts are repayable with related  interest in DM in one to
                  five  years.  As of June 30,  1997  interest  expense has been
                  accreted.  The  Company  has paid off  $296,223  in 1997  with
                  218,218 shares of the Company common stock owned by Atlantic.

         d)       Zero-coupon  contract payable in DM or gold at the rate of 600
                  DM  principal  per 1 troy  ounce  of gold  did not  result  in
                  funding to the Company until  January  1997.  This is the only
                  type of contract  that will be offered in the future.  For the



                                       11
<PAGE>


                  six months  ended June 30,  1997 the Company  raised  $328,338
                  from  these  contracts.  No  payments  have  been due on these
                  contracts in 1997.

         All bonds are secured by the  Company's  interest  in the Evening  Star
         mining claims per assignment to a bond trustee.

         The Company paid commissions of approximately 33% and raised $1,697,000
         in net funds to date.

           Investment contracts are due as follows:

                   1997                    $610,893
                   1998                     458,261
                   1999                     211,824
                   2000                      82,419
                   2001                     300,909
                   2002                      78,706
                                         ----------
                  Total                  $1,743,012
                                         ----------

Note 11  Related Party Payable:

         In 1995, Atlantic entered into agreements with Sequoia Trust, a related
         party,  to lease surface and mineral rights related to 57 acres of land
         adjacent to Evening Star Mine and certain  improved real property known
         as the Weldon Research Center for total cost of $6,000 per month. These
         lease are renewable after a five year term and require a future minimum
         annual payment of $72,000 to Sequoia Trust.  Total charges  capitalized
         to development during 1996 were $104,000.

         Atlantic  also has a cancellable  contract with EMTEC,  Inc., a related
         party,  for  development  of the  eleven  mining  claims and the future
         operation of the mine and refinery.  The contract  requires the Company
         to pat EMTEC  bi-monthly  at  invoiced  cost plus 18%  overhead.  Total
         charges capitalized to development to date are.

         As of March 31, 1997 the Company owes these entities  $147,000 for past
         services.

Note 12  New Accounting Pronouncements:

         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
         the  Impairment  of  Long-Lived  Assets to be  Disposed  Of" (SFAS 121)
         requires that  long-lived  assets be reviewed for  impairment  whenever
         changes in circumstances  indicate that the carrying amount of an asset
         may not be recoverable.  The adoption of this statement as of March 31,
         1997 had no material effect on the consolidated financial statements.

Note 13  Comparative Financial Statements

         Comparative  financial  data  for  similar  periods  in  1996  are  not
         available.  Xplorer  S.A.  had little or no  operations  as of June 30,



                                       12
<PAGE>


         1997.  Any  presentation  of the numbers during that period would cause
         the reader to have a distorted view from a comparative standpoint. This
         will continue until the fourth quarter of this year,  when  Comparative
         Balance Sheets will commence.



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

For the three months ended June 30, 1997:

Financial Condition:

         The formal business activity of mining did not begin this quarter since
the  activity is just in the process of being  funded  ($322,000  for six months
ended June 30, 1997). Sufficient funds will be made available by related parties
for the working  capital  requirements  not filled by other  sources.  This will
continue until the commencement of operations.

         Management  believes that the Company's  working capital  resources and
anticipated  cash flow from mining  activities will not be sufficient to support
operations  during the year ending December 31, 1997,  therefore  Management has
arranged sufficient financing to fund these activities and to fulfill its budget
requirements.  Although  Management can offer no assurance that the  commitments
for the financing for these activities will be fulfilled.

Results of Operations:

         While full  operating  activities  are not scheduled to begin until the
second  quarter of 1998.  For the six months  ended  June 30,  1997 the  Company
incurred  approximately  $111,000  in  commissions  to obtain  funding  and paid
officers and professionals $189,000 for services rendered.


                           PART II. OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         N/A












                                       13
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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.


                                                     XPLORER, S.A.
                                                 --------------------
                                                     (Registrant)


Date: January 12, 1998                           /s/ Steven Mortensen
                                                 --------------------
                                                 Steven Mortensen,
                                                 Chairman and Secretary


                                                 /s/ Jon W. Bice
                                                 --------------------
                                                 Jon W. Bice  (CFO)


                                       14