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 March 31, 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 March 31, 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 March 31

                     Assets                              12/31/96       1997
                                                        ----------   ----------
                                                         (Audited)   (Unaudited)
Current Assets:
  Cash                                                    $166,000      $95,544
  Note receivable (Note 5)                                 $16,000       16,000
  Marketable securities (Note 4)                           226,400      223,693
  Prepaid commissions                                      210,000      210,000
                                                        ----------   ----------
Total Current Assets                                       618,400      545,237
Property, plant & equipment - net                        3,404,400    3,404,400
Other investments                                        1,019,000    1,019,000
                                                        ----------   ----------
          Total Assets                                  $5,041,800   $4,968,637
                                                        ==========   ==========

     Liabilities and Shareholder Equity
                Liabilities:
Current Liabilities:
  Gold contracts                                           273,000      250,399
  Zero-coupon bonds - Current                              915,000      890,000
  Related party payable                                    149,000      149,000
  Note payable                                             450,000      450,000
  Payroll obligations                                        3,200        3,200
  Other accrued expenses                                    38,000       10,000
                                                        ----------    ---------
                                                         1,828,200    1,752,599
Accrued legal fees                                         147,000       97,000
Long-term zero coupon bonds                                552,700      620,418
Minority interest in consolidated 
  subsidiary (Note 8)                                      852,000      908,000
                                                        ----------    ---------
                                                         3,379,900    3,378,017
                                                        ----------    ---------

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 March 31

                     Assets                              12/31/96       1997
                                                        ----------   ----------
                                                         (Audited)   (Unaudited)

               Shareholders' Equity:
Preferred Stock, par value $0.001,
  authorized  15,000,600 shares;                             1,300        1,300
  convertible beginning in 2006;
  1,280,600 shares issued and outstanding 
Common Stock Subscribed                                      1,000
Common Stock, $0.001 par value, authorized
  sixty million (60,000,000)
  shares; 18,554,000 as of December 31, 1996
  and 18,782,447 shares issued
  and outstanding as of March 31, 1997                      17,600       18,828
Additional paid in capital                               2,546,000    2,555,830
  Deficit accumulated during the development stage        (904,000)    (985,338)
                                                        ----------   ----------
Total Shareholders' Equity                               1,661,900    1,590,620
                                                        ----------   ----------
Total Liabilities and Shareholders' Equity              $5,041,800   $4,968,637
                                                        ==========   ==========

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 Three Month Period Ended March 31

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

Income:                               Not available  
                                      For Prior
                                      Period
                                      See Note 14
                                      For Detail
Revenues (Note 1)                                             $0           $0
Investment income                                         10,020       10,020
                                    ---------------   ----------   ----------
          Total Income                                    10,020       10,020
                                    ---------------   ----------   ----------

Cost of Sales:
                                                               0            0
                                    ---------------   ----------   ----------
          Total Cost of sales                                  0            0
                                    ---------------   ----------   ----------
          Gross margin (Loss)                             10,020       10,020
                                    ---------------   ----------   ----------
Operating Expenses:
Compensation                                              43,766       43,766
Professional fees                                         42,239       42,239
Commissions                                               21,000       21,000
Interest                                                  30,000       30,000
Administrative                                            11,224       11,224
Depreciation                                                   0            0
                                    ---------------   ----------   ----------
Total Operating expenses                                 148,229      148,229
                                    ---------------   ----------   ----------
 Net loss before minority interest                     ($138,209)   ($138,209)
                                    ---------------   ----------   ----------
 Minority interest in loss                                56,871       56,871
                                    ---------------   ----------   ----------
          Net Profit (Loss)                             ($81,338)    ($81,338)
                                    ===============   ==========   ==========
Earnings (Loss) per Share 
 of Common Stock and 
 Common Stock Equivalents                                ($0.004)     ($0.004)
                                    ===============   ==========   ==========
Common Stock outstanding                              18,670,000   18,670,000
                                    ===============   ==========   ==========

  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 Three Month Period Ended March 31

 
                                                     1996            1997
                                                -------------   ------------
        CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)                                      Not Available       ($81,338)
Adjustments to Reconcile Net Income to          For Prior
     Net Cash Used in Operating Activities:     Period See
     Eliminate Non Cash                         Note 14 For
      Items (Depreciation and Amortization)     Details

(Increase) Decrease in:                            
     Minority interest in consolidated sub                           (56,871)
     Receivables

Increase (Decrease) in:
     Accrued expenses and accounts payable                           (28,000)
     Other                                                            75,353
          
          NET CASH PROVIDED BY (USED IN)        -------------   ------------
          OPERATING ACTIVITIES                                       (90,856)
                                                -------------   ------------

     CASH FLOWS FROM INVESTING ACTIVITIES


Increase (Decrease) in:

     Redemption of investment contracts                              (47,600)

     Sale of investment contracts                                     68,000

                                             
          NET CASH PROVIDED BY (USED IN)        -------------   ------------
          FINANCING ACTIVITIES                                        20,400
                                                -------------   ------------

NET INCREASE (DECREASE) IN CASH                                      (70,456)

CASH, at Beginning of Period                                         166,000
                                                -------------   ------------

CASH, at End of Period                                               $95,544
                                                =============   ============

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 Three Month Period Ended March 31, 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,
December 31, 1996                18,554,000    $18,600    1,280,550    $1,300    $2,546,000    ($904,000)    $1,661,900

Entries For Quarter
Ending March 31, 1997

Stock issued for debt
repayment                           228,447        228                                9,830                     $10,058

Profit or (Loss) for period                                                                      (81,338)      ($81,338)

                                 --------------------------------------------------------------------------------------
BALANCE, March 31, 1997          18,782,447    $18,828    1,280,550    $1,300    $2,555,830    ($985,338)    $1,590,620
                                 ======================================================================================

</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 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  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 of 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  March  31,  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  as  of  March  31,  1997.  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



                                       7
<PAGE>


         and  will  be  charged  to  operation   costs   utilizing  the  unit-of
         -production method in the period in which commercial production occurs.

         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
         of $81,338.  The loss is principally  due to  commissions  and interest
         associated with the 1996 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



                                       8
<PAGE>


         $0.10 per share.  Common  stock Units  include one share of stock and a
         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.

         Xplorer'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 (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 as 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   Note Receivable:

         Sym-Tek  filed  Chapter  11  bankruptcy  proceedings  with  Gerant as a
         creditor.  The amount of $16,000 was received  subsequent  to March 31,
         1997.


Note 6   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.




                                       9
<PAGE>


Note 7   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.

         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.  This  investment is 59%
         eliminated  in  consolidated  financial  statements  and reflected at a
         nominal value of $0.10 per share of $19,000.


Note 8   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


                                       10
<PAGE>


         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.

         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 9   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 claim is $97,000 as of March 31, 1997. 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 10  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 11  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.  The Company
                  has covered it's gold risk on outstanding contracts up to $369
                  per ounce.

         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
                  March 31, 1997 interest expense has been accreted.

         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 March 31, 1997  interest  expense has been
                  accreted.




                                       11
<PAGE>


         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.

         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 $1,435,000
         in net funds to date.

                    Investment contracts are due as follows:

                           1997        $1,140,399
                           1998           267,000
                           1999           150,000
                           2000            45,000
                           2001            86,700
                           2002            71,718
                                       ----------
                           Total       $1,760,817
                                       ----------


Note 12  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 pay EMTEC  bi-monthly  at  invoiced  cost plus 18%,  which  includes
         overhead.   Total  charges  capitalized  to  development  to  date  are
         $548,318.

Note 13  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.



                                       12
<PAGE>


Note 14  Comparative Financial Statements

         Comparative  financial  data  for  similar  periods  in  1996  are  not
         available.  The  Company,  Xplorer  S.A.,  had little or no  operations
         during  1996  and  any  activity  was  related  to  fund  raising.  Any
         presentation  of the numbers  during that period would cause the reader
         to have a distorted view from a comparative standpoint.



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

For the three months ended March 31, 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  ($64,000  during  quarter).
Sufficient  funds have been 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:

         Operation  activities  are not  scheduled  to begin  until  the  second
quarter of 1998.


                           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