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, 1998

[     ]  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
                           (Issuer's 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, 1998, Xplorer, S.A. had 19,779,705 shares of Common Stock
Outstanding.

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

                                                   [XPLORER\10-QSB:033198.QSB]-2

<PAGE>



                                  XPLORER, S.A.
                                      INDEX



                                                                           Page

                                     PART I


Item 1.           Financial Statements

    Consolidated Condensed Balance Sheet
      as of June 30, 1998 (unaudited)........................................  1

    Consolidated Condensed Statements of Operations
      for the Three and Six Months Ended June 30, 1998 and 1997 (unaudited)..  2

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

    Consolidated Condensed Statements of Cash Flows for the Six Months Ended
      June 30, 1998 and 1997 (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:033198.QSB]-2

<PAGE>
<TABLE>
<CAPTION>



                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1998

<S>                                                                             <C>
ASSETS
Current Assets
     Cash and cash equivalents                                                  $       16,414
     Receivables                                                                        39,166
                                                                                --------------
         Total Current Assets                                                           55,580

     Property and equipment                                                             98,720

     Other investments                                                                  34,978

TOTAL ASSETS                                                                    $      189,278
                                                                                ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Accrued expensed                                                           $      368,176
     Related party payable                                                             364,675
     Note payable                                                                      450,000
     Current portion of long-term debt                                               1,065,847
                                                                                --------------
         Total Current Liabilities                                                   2,248,698

     Long-term debt                                                                    689,974

         Total Liabilities                                                           2,938,672

Minority Interest                                                                     (965,000)

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; 19,779,705 issued and outstanding                                          19,780
     Additional paid in capital                                                      2,790,714
     Accumulated deficit during development stage                                    4,596,169)
         Total Shareholders' Equity (Deficit)                                       (1,784,394)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                            $      189,278
                                                                                ==============
</TABLE>


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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -1-

<PAGE>
<TABLE>
<CAPTION>


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



                                                          For the Three Months Ended              For the Six Months Ended,
                                                                   June 30,                               June 30,
                                                    --------------------------------------- ------------------------------
                                                            1998               1997                   1998            1997
                                                    --------------------------------------- ------------------------------
                                                         (Unaudited)        (Unaudited)         (Unaudited)        (Unaudited)
<S>                                                 <C>                 <C>                 <C>                <C>
Revenues
     Other income                                   $                 0 $           10,000  $                0 $          65,020
                                                    --------------------------------------- ------------------------------------
          Total revenues                                              0             10,000                   0            65,020
                                                    --------------------------------------- ------------------------------------
Costs and expenses:
    General and administrative                                   36,004            258,271              85,269           387,129
    Net loss on investments and settlement
       of gold contracrs                                        121,705                  0             121,705                 0
    Interest expense                                              3,750             11,250               3,750            18,750
                                                    --------------------------------------- ------------------------------------
          Total expenses                                        161,459            269,521             210,724           405,879
                                                    --------------------------------------- ------------------------------------
Net income (loss)                                              (161,459)$         (259,521) $         (210,724)$        (340,859)
                                                    ======================================= =====================================
Net income (loss) per common share                  $              (.01)$             (.01) $             (.01)$            (.02)
                                                    ======================================= =====================================
Weighted average common
 shares outstanding                                          19,779,705         18,782,445          19,779,705        18,782,445
                                                    ======================================= ====================================
</TABLE>



















    The accompanying notes are an integral part of these financial statements

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -2-

<PAGE>
<TABLE>
<CAPTION>



                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1998




<S>                               <C>              <C>         <C>        <C>        <C>            <C>               <C>
                                      Common Stock             Preferred Stock       Additional     Accumulated
                                  --------------------------- ---------------------  Paid-In        During
                                                                                     Capital        Development Stage Total
                                      Shares       Amount      Shares     Amount
Balance January 1, 1998               19,779,705   $   19,780  1,280,550  $   1,281  $  2,790,714   $  (4,385,445)    $ (1,573,670)
Net loss for period                                                                                       (49,265)         (49,265)
                                  ---------------  ---------- ---------- ---------- -------------  ---------------    -------------
Balance, March 31, 1998               19,779,705       19,780  1,280,550      1,281     2,790,714      (4,434,710)      (1,622,935)
Net loss for period                                                                                      (161,459)        (161,459)
                                  ---------------  ---------- ---------- ---------- -------------  ---------------    -------------
Balance, June 30, 1998                19,779,705   $   19,780  1,280,550  $   1,281  $  2,790,714   $  (4,596,169)    $ (1,784,394)
                                  ===============  ========== ========== ========== =============  ===============    =============
</TABLE>












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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -3-

<PAGE>
<TABLE>
<CAPTION>



                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997




                                                                    Six Months Ended
                                                         June 30, 1998            June 30, 1997
<S>                                                  <C>                      <C>
Net (Loss)                                           $           (210,724)    $          (340,859)
Adjustments to Reconcile Net Income to
         Decrease in marketable securities                              -                   2,707
         Decrease in other investments                            121,705                       -
         Increase in prepaid commissions                                -                 (76,320)
         Increase in related party payable                              -                  59,017
         Increase (decrease) in accrued expenses                   34,309                 (57,710)
         Increase in contracts and notes payable                        -                  20,117
         Increase in contracts and notes payable                        -                  20,117
                                                     ---------------------    -------------------
          NET CASH PROVIDED BY (USED IN)
                OPERATING ACTIVITIES                              (54,710)              (133,527)
                                                     =====================    ===================

CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in:
         Costs added to property, plant &
           equipment                                                    -                 (84,984)
         Increase in paid in capital                                    -                 148,055
                                                     ---------------------    -------------------
          NET CASH PROVIDED BY (USED IN)
               FINANCING ACTIVITIES                                     0                  63,071
                                                     =====================    ===================

NET INCREASE (DECREASE) IN CASH                                   (54,710)                (70,456)
CASH, at Beginning of Period                                       71,124                 166,000
                                                     ---------------------    -------------------
CASH, at End of Period                               $             16,414     $            95,544
                                                     =====================    ===================
</TABLE>











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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -4-

<PAGE>



                 XPLORER, S. A. (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Three Month Period Ended March 31, 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 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,  has been attempting to
         obtain cash  resources from the sale of investment  contracts,  warrant
         exercise,  operations, or private placement of equity securities.  Such
         proceeds  have been  necessary  to assure the  funding  of  anticipated
         operating costs and  satisfaction of any negative working capital as of
         the current period.

         The  Company  owns 59% of  Atlanta  Pacific  Trust,  LLC  (APT) and its
         wholly-owned  subsidiary  Atlantic-Pacific  Finanzprodukte,  Gmbh  (APT
         Germany).  APT is the owner of the  Evening  Star Mine and  through its
         subsidiary  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 $4,596,169  from  inception to June 30,
         1998. The Company has not realized economic production from its mineral
         properties as of June 30, 1998. 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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -5-

<PAGE>



       Company and its 59% owned subsidiary,  Atlantic Pacific Trust, LLC (APT),
       (Apt),    and    apt's    wholly-owned    subsidiary,    atlantic-pacific
       finanzprodukte,  gmbh. In  consolidation,  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.

       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.  Any  revenue  generated  from
       pre-production   costs.   When  a  property  was  placed  in   commercial
       production,    such   deferred    costs   were    depleted    using   the
       units-of-production method.

       During  1997,  the  Securities  and  Exchange   Commission   (SEC)  staff
       reconsidered  existing accounting  practices for mineral  expenditures by
       United  States  junior mining  companies.  They now  interpret  generally
       accepted   accounting  policy  for  junior  mining  companies  to  permit
       capitalization  of acquisition,  exploration  and development  costs only
       after   persuasive   engineering   evidence   is   obtained   to  support
       recoverability  of these  costs  (ideally  upon  determination  of proven
       and/or   probable   reserves  based  upon  dense  drilling   samples  and
       feasibility studies by a recognized independent  engineer).  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,  1997,
       management  has  chosen  to  follow  the  more  conservative   method  of
       accounting by expending the  previously  capitalized  gold mineral costs,
       for which there is no feasibility study as of the year ended December 31,
       1997.

       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.


                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -6-

<PAGE>



NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.

         Stock Based Compensation

         In October  1995,  the  Financial  Accounting  Standards  board  issued
         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation,"  (SFAS 123), which is effective for periods
         beginning  after  December 15, 1995.  SFAS 123 requires that  companies
         either  recognize  compensation  expense  for  grants of  stock,  stock
         options,  and other equity  instruments  based on fair value or provide
         proforma  disclosure of the effect on net income and earnings per share
         in the  Notes to the  financial  Statements.  The  Company  intends  to
         continue to account for its stock-based  compensation  under Accounting
         Principles  Board  No.  25;  however,   the  Company  has  adopted  the
         disclosure  provisions  of SFAS 123 for the fiscal year ended  December
         31, 1997.

         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 the 10 KSB of  December  31, 1997 are carried
         forward  here.  These values are at the defined cost of $918,120,  with
         accumulated  depreciation  of $819,400,  with the net  reflected on the
         balance sheet.  Depreciation for the current year will be added at year
         end.

         During 1997, the Company expensed  previously  capitalized  development
         costs of its Evening Star mine.

         During 1997, the Company considered its mining equipment to be impaired
         and provide an allowance for 90% of its original cost.

Note 4   Note Payable:

         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 laws.
         Investment  contracts  payable consist of the following at December 31,
         1997:

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -7-

<PAGE>


<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>


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

                  Investment contracts are due as follows:
<TABLE>
                  <S>                                                               <C>
                  1998                                                              $ 1,065,847
                  1999                                                                  282,674
                  2000                                                                  134,462
                  2001                                                                  208,454
                  2002                                                                   64,384
                                                                                    -----------
                  Total                                                             $ 1,755,821
                                                                                    ===========
</TABLE>




Note 6        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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -8-

<PAGE>



         renewable  after a five year term and require a future  minimum  annual
         payment of $72,000 to Sequoia Trust.

         These  properties  provide the Company with the  opportunity to develop
         three patented  mining claims with probable  commercial  grade ore (12%
         royalty  due to Sequoia  Trust),  construct  a primary  ore  processing
         refinery,  and utilize 13,000 square feet at the Weldon Research Center
         for its mineralization analyzes and other testing procedures.

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

         As  of  June  30,  1998  Atlantic  owed  the  above  related   entities
         development costs and accrued interest in the amount of $364,675.



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

For the six months ended June 30, 1998:

Going Concern:

         The Company's  working capital  resources  during the period ended June
30, 1998 were provided by utilizing  the cash on hand at December 31, 1997.  The
formal business activity of mining did not begin this quarter since the activity
is just in the process of being funded.  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 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  1998.  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, 1998 Compared to Quarter Ended
                         June 30, 1997
                       - Six Months Ended June 30, 1998 Compared to Six Months
                         Ended June 30, 1997

         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 $161,459 in the current quarter and $210,724 in the
current six months  compared to $269,521 and $340,859 in the comparable  periods
last year.  The change is  attributable  to  continued  utilization  of services
provided by professional consultants and other advisors and a minimal level

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                       -9-

<PAGE>



of  activities  in 1998.  Additionally,  during the current  quarter the Company
wrote off an investment at the Atlantic  level due to the  bankruptcy  filing of
the company in which the investment was made.

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

         Given the above  uncertainties,  Atlantic  utilizes  the values for its
gold ore  resources  based upon a  comprehensive  geological  report  updated by
Christopher L. Pratt, Geologist, dated December 31, 1996, as to ore reserves.

         The  Company's  management  in  compliance  with  applicable  reporting
guidelines has graded the ore 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,  1998,  the  Company  had a working  capital  deficit of
$2,193,118  a  decrease  of  $674,655  from  June  30,  1997.   The  change  was
attributable to the operating  losses  experienced and impairment  recognized in
the last six months of 1997 and the first six months of 1998.

         The Company had cash balances of  approximately  $16,414 and $39,756 at
June 30, 1998 and 1997,  respectively.  The limited  cash  balances are a direct
result of the Company having no operations during the quarters.

         The  Company's  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 Company's ability to continue as a
going concern.  As such,  the Company's  independent  accountants  have modified
their report for the  Company's  latest  fiscal year ended  December 31, 1997 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.

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

                                                   [XPLORER\10-QSB:033198.QSB]-2
                                      -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:033198.QSB]-2
                                      -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:   September 30, 1998           By:/s/  Leonard J.Roman
                                            ----------------------------------
                                            Treasurer, Chief Financial Officer
                                              and Director;  Xplorer, S.A.

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