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 September 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)



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 September 30, 1997, there were 19,839,290 shares of common stock ($0.001
par value) issued and outstanding.

Total sequentially numbered pages in this document: 17



                                        1

<PAGE>

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

                                  Xplorer, S.A.
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheet
                            As of September 30, 1997

               Assets                                   1996           1997 
                                                     -------------------------
                                                     (Unaudited)    (Unaudited)
Current Assets:
  Cash                                                 $528,316        $74,438
  Note receivable                                        16,000         82,356
  Marketable securities (Note 4)                              0        399,876
  Prepaid commissions                                         0        253,498
                                                     -------------------------
Total Current Assets                                    544,316        810,168
Property, plant & equipment - net (Note 5)                2,917      3,705,923
Other investments (Notes 6 and 11)                    6,580,250        519,000
Other assets                                             36,667              0
                                                     -------------------------
          Total Assets                               $7,164,150     $5,035,091
                                                     =========================

           Liabilities and Shareholder Equity

                   Liabilities:
Current Liabilities:
  Gold contracts ( Note 10)                                   0         88,220
  Zero-coupon bonds - Current (Note 10)                       0        897,882
  Related party payable (Note 11)                             0        208,017
  Note payable (Notes 9 and 11)                         450,000        470,000
  Payroll obligations                                         0          1,781
  Other accrued expenses                                 27,771         38,000
                                                     -------------------------
Total Current Liabilities                               477,771      1,703,900
  Accrued legal fees (Note 8)                           257,000         86,897
  Long-term zero coupon bonds (Note 10)                       0        909,263
  Minority interest in consolidated
    subsidiary (Note 6)                                       0        822,000
                                                     -------------------------
Total Liabilities                                       734,771      3,522,060
                                                     -------------------------

  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 (Continued)
                            As of September 30, 1997

                                                        1996           1997 
                                                     -------------------------
                                                     (Unaudited)    (Unaudited)

Commitments and contingencies (Notes 2, 9, 10, & 11)

                   Shareholders' Equity (Note 7):
  Preferred Stock, par value $0.001, authorized           1,043          1,300
    1,250,600 shares; convertible beginning in
    2006; 1,250,600 shares issued and outstanding.
  Common Stock, $0.001 par value, authorized sixty       16,683         19,839
    million (60,000,000) shares; 19,839,290 shares
    issued and outstanding.
  Additional paid in capital                          6,411,653      2,755,643
  Deficit accumulated during the development stage                  (1,263,751)
                                                     -------------------------

Total Shareholders' Equity                            6,429,379      1,513,031
                                                     -------------------------

Total Liabilities and Shareholders' Equity           $7,164,150     $5,035,091
                                                     =========================

  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 Nine Month Period Ended September 30. 1997
<TABLE>
<CAPTION>
                                                1996                                 1997
                                    --------------------------------------------------------
                                       Quarter    Year To Date      Quarter     Year To Date
                                    --------------------------------------------------------
<S>                                 <C>                           <C>             <C>       
INCOME:
                                    No
                                    Operational
                                    Information
Revenues (Note 1)                   Available From                      $447            $447
                                    Prior
Other income (expense)              Year (Note 13)                   141,014         206,034
                                    --------------------------------------------------------
          Total Income                                               141,461         206,481
                                    --------------------------------------------------------

COST OF SALES:


                                                                           0               0
                                    --------------------------------------------------------
          Total Cost of sales                                              0               0
                                    --------------------------------------------------------
          Gross margin (Loss)                                        141,461         206,481
                                    --------------------------------------------------------
OPERATING EXPENSES:
Compensation                                                         111,898         207,351
Professional fees                                                     41,127         115,846
Commissions                                                                0               0
Interest                                                             111,250         130,000
Administrative                                                     (103,922)         113,035
Depreciation                                                               0               0
                                    --------------------------------------------------------
Total Operating expenses                                             160,353         566,232
                                    --------------------------------------------------------
Extraordinary expenses                                                     0               0
                                    --------------------------------------------------------
               Net Profit (Loss)                                    ($18,892)      ($359,751)
                                    ========================================================

Earnings (Loss) per Share of Common                                  ($0.001)        ($0.018)
Stock and Common Stock Equivalents
                                    ========================================================
Common Stock outstanding                                          19,839,290      19,839,290
                                    ========================================================
</TABLE>


  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 Nine Month Period Ended September 30, 1997

                                                          1996        1997
                                                       ----------------------
         CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)                                             Not          ($359,751)
Adjustments to Reconcile Net Income to                 available
     Net Cash Used in Operating Activities:            for Prior
     Eliminate Non Cash Items (Depreciation and        Periods       (181,900)
       Amortization)
(Increase) Decrease in:                                See Note 
     Receivables                                       13 for         (66,356)
     Marketable securities                             details       (173,476)
     Prepaid commissions                                              (43,498)
Increase (Decrease) in:
     Gold contracts                                                  (184,780)
     Zero coupon bonds                                                (17,118)
     Related party payable                                             59,017
     Accrued expenses and payroll obligations                          (1,419)
     Accrued legal fees                                               (60,103)
     Long term zero coupon bonds                                      356,563
                                                       ----------------------
               NET CASH PROVIDED BY (USED IN)
               OPERATING ACTIVITIES                                  (672,821)
                                                       ----------------------

         CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in:
     Costs added to property, plant & equipment                      (119,623)
     Notes payable                                                     20,000
     Other investments                                                500,000

         FINANCING ACTIVITIES
Increase (Decrease) in:
     Stock issued for equity conversion:
     Common stock                                                       1,239
     Paid in capital                                                  209,643
     Minority Interest in company activities                          (30,000)
                                                       ----------------------
          NET CASH PROVIDED BY (USED IN)
               INVESTING AND FINANCING ACTIVITIES                     581,259
                                                       ----------------------
NET INCREASE (DECREASE) IN CASH                                       (91,562)
CASH, at Beginning of Period                                          166,000
                                                       ----------------------
CASH, at End of Period                                                $74,438
                                                       ======================

  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
               For the Nine Month Period Ended September 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 March 31, 1997                                                                                                          
                                                                                                                               
Adjustments to year end             228,445         182                                                           $182         
Profit (loss) for period                                                                        (81,338)      ($81,338)         
                                 -------------------------------------------------------------------------------------        
BALANCE, March 31, 1997          18,782,445     $18,782   1,280,550   $1,300  $2,546,000      ($985,338)    $1,580,744         
                                 -------------------------------------------------------------------------------------        
                                                                                                                               
Entries For Quarter                                                                                                            
Ending June 30, 1997                                                                                                           
                                                                                                                               
Profit (Loss) for period                                                                       (259,521)     ($259,521)         
                                 -------------------------------------------------------------------------------------        
Balance, June 30, 1997           18,782,445     $18,782   1,280,550   $1,300  $2,546,000    ($1,244,859)    $1,321,223         
                                 -------------------------------------------------------------------------------------        
                                                                                                                               
Entries for quarter                                                                                                            
ending September 30, 1997                                                                                                           
                                                                                                                               
Stock issued to                   1,056,845       1,057                          209,643                      $210,700         
officers, consultants                                                                                                          
                                                                                                                               
Profit (loss) for period                                                                         (18,892)     ($18,892)         
                                 -------------------------------------------------------------------------------------        
Balance, September 30, 1997      19,839,290     $19,839   1,280,550   $1,300  $2,755,643    ($1,263,751)    $1,513,031         
                                 =====================================================================================     
</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
                   Nine Month Period Ended September 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  historical  determinable  value  in
         accordance with generally accepted accounting principles was $2,011,200
         and   the    Company    accounted    for   the    transaction    as   a
         quasi-reorganization.

         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  September  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 as of September 30, 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 7).

         Gerant,  the  predecessor  Company,  had net  assets  of  approximately
         $52,000 (Note 3) and  insignificant  operations from January 1, 1994 to
         August 15, 1996. The  quasi-reorganization  of this entity  resulted in
         retained earnings of $0 as of January 1, 1996.


                                        7
<PAGE>

         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.

         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.
         Mining  properties are reflected at net  realizable  value based on the
         Company's ability to generate future value.

         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
         September 30, 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 $359,751 or $0.018 cents per share.  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.

         The  Company's  profitability  is subject to change in gold  prices and
         exchange rates. To reduce the impact of such changes, the Company locks
         in  the  future  value  of  certain  of  these  items  through  hedging
         transactions.  These  transactions are accomplished  through the use of


                                        8

<PAGE>

         financial instruments,  the value of which is derived from movements in
         the  underlying  gold  prices,  the  Company's  actual  production,  or
         exchange rates.

         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 Deutsche 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.
         Prior years tax returns are now in the process of being prepared.

         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
         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     QUASI-REORGANIZATION:

         Gerant  changed  its  corporate  name to Xplorer,  S.A.  pursuant to an
         exchange of stock and the provisions outlined in the Plan.

         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 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.   Such  units  had  a  nominal  book  value  of  $1.50.  These
         transactions  created a  valuation  for the  Company's  new  common and
         preferred stock issuance of $2,011,200.

         Note 4     MARKETABLE SECURITIES:

         The Company  maintains an interest in marketable  equity  securities as
         part of its hedge program. These securities are reflected appropriately
         in the marketable securities section of the balance sheet. The realized


                                        9

<PAGE>

         gains or losses are  reflected  in the  Statement of  Operations  under
         other income and expense.

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

         Note 5     PROPERTY, PLANT AND EQUIPMENT:

         The values  reflected  in the 10 KSB of  December  31, 1996 are carried
         forward here and are  adjusted by any  additions or deletions as of the
         current  period.  These values are at the defined  cost of  $3,696,184,
         with  accumulated  depreciation of $181,900,  with the net reflected on
         the balance sheet.  Depreciation  for the current year will be added at
         year end.

         The  Company's  majority-owned  subsidiary  (Note 7) 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 11).

         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.  The
         property presently generates positive cash flow.  However,  the Company
         has  elected  not to reflect a $400,000  non-recourse  promissory  note
         secured  only by 400,000  units of United  Reality  Group  Partnership.
         Interest on the $500,000  note of $3,333 has been received on a monthly
         basis continuously.

         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 323,872  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.


                                       10

<PAGE>

         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  1,274,960 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 191,084  shares  (59% of  323,872)  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.

         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"). 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



                                       11
<PAGE>

         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
                  September 30, 1996,  the balance owed is $88,220.  The Company
                  has covered it's gold risk on outstanding contracts up to $369
                  per  ounce.  The  Company  has  paid  off  $152,633  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
                  September 30, 1997 the balance is $87,500 and interest expense
                  of  $29,132  has  been  accreted.  The  Company  has  paid off
                  $100,000 of these contracts in 1997.

         c)       Zero-coupon  contract  payable in 5,000 German  Deutsche 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.  The balance as of September  30, 1997 is $810,467
                  and interest expense of $24,458 has been accreted. The Company
                  has paid off  $296,223  in 1997  with  218,218  shares  of the
                  Company common stock owned by Atlantic.  The Company, in 1997,
                  has paid cash on these bonds in the amount of $65,790.

         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.  To date
                  from  January 1, 1997 to  September  1997 the  Company  raised
                  $585,751  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.


                                       12

<PAGE>

         The Company paid commissions of approximately 33% and raised $1,375,000
         in net funds during 1996.

                  Investment contracts are due as follows:

                           1997             $509,599
                           1998              535,908
                           1999              295,706
                           2000              174,537
                           2001              300,909
                           2002               78,706
                                          ----------
                           Total          $1,895,365
                                          ==========


         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.

         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 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 $2,851,984.

         As of September 30, 1997 the Company owes these  entities  $146,152 for
         past  services  and such amount is accrued into  development  costs for
         evening Star Mine.

         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.

         Statement of Financial  Accounting  Standards Nos. 123. "Accounting for
         Stock-Based  Compensation" (SFAS 123) establishes  financial accounting
         and reporting standards for stock-based employee  compensation plans as
         well as transactions in which an entity issues it's equity  instruments
 


                                       13
<PAGE>

         to acquire  goods or  services  from  non-employees.  However,  it also
         allows an entity to continue to measure  compensation cost based on APB
         Opinion No. 25, "Accounting for Stock Issued to Employees". The Company
         has determined that the fair value of stock  transactions is similar to
         the issue price at the time of granting and accordingly, has elected to
         continue to apply the intrinsic value based method.

         In June,  1996,  Statement of Financial  Accounting  Standards No. 125,
         "Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
         Extinguishment   of  Liabilities"   (SFAS  No.  125),   which  provides
         accounting  and  reporting  standards  for  transfers  and servicing of
         financial  assets and  extinguishment  of liabilities  occurring  after
         December  31,  1996 was  issued.  The  adopting  of SFAS No. 125 is not
         expected to have any impact on the financial statements of the Company.

         Note 13    COMPARATIVE FINANCIAL STATEMENTS

         Comparative  financial  data  for  similar  periods  in  1996  are  not
         available.  The  predecessor  Company,  Gerant,  was  in a  Chapter  11
         Proceedings,  which was confirmed as indicated  above,  and during this
         process had little or no operations.  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.

         Note 14    PURCHASES MADE USING COMMON STOCK

         The Company  purchased 20,000 Units of Beneficial  Interest of Atlantic
         Pacific Trust,  from Stonehill  Investments,  Ltd.,  bringing the total
         holding of the Company in Atlantic Pacific Trust to 59%. 250,000 shares
         of common stock valued at $0.12 per share, were issued for these Units.
         This  purchase was  executed to complete an agreement  that was made to
         purchase all the Units from Stonehill  Investments,  Ltd. This purchase
         transaction fulfilled the Company's obligation to this agreement.






















                                       14

<PAGE>

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

For the Nine months ended September 30, 1997:

Financial Condition:

         The  Company's  working  capital  resources  during  the  period  ended
September  30, 1997 were provided by  convertible  loans (See Notes to Financial
Statements),  stock  placements,  Revenue  bonds,  and  investments.  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 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:

         There has not been  sufficient time since the emergence from Chapter 11
Proceedings to begin operations. These operation activities are not scheduled to
begin until the second quarter of 1998.

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.



                                       15
<PAGE>

                           PART II. OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         N/A














































                                       16
<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: November 18, 1997                    /s/ Steven Mortensen
                                           --------------------
                                           Steven Mortensen,
                                           Chairman and Secretary


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


                                       17