UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A

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

                For the quarterly period ended September 30, 1996

                                       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, CA                            93283       
    ---------------------------------                          ---------
(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 September 30, 1996,  there were 16,682,656  shares of common stock ($0.001
par value) issued and outstanding.

Total sequentially numbered pages in this document: 8  





                                        1
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                  Xplorer, S.A.
                                  Balance Sheet
                            As of September 30, 1996
 
     Assets:
                                                                    (Unaudited)
Cash (Note 3)                                                       $   528,316
Accrued interest receivable (Note 4)                                     36,667
Note receivable - Sym-Tek (Note 5)                                       16,000
Office equipment (Net of depreciation of $0.00) (Note 6)                  2,917

United Realty Investment (Note 7)                                       500,000
Units of beneficial interest in Atlantic Pacific Trust  (Note 8)      6,080,250
                                                                    -----------

     Total Assets                                                   $ 7,164,150
                                                                    ===========

          Liabilities and Shareholder Equity
                           Liabilities:
Note payable (Note 11)                                              $   450,000

Accrued legal fees (Note 9)                                             257,000

Pre-petition creditor debt (Note 10)                                     27,771
                                                                    -----------
Other accrued expenses

     Total Liabilities                                                  734,771
                                                                    -----------
          Shareholders' Equity (Note 8):
Preferred Stock, par value $0.001, authorized Fifteen Million
(15,000,000), and One Million Forty Three Thousand One
Hundred (1,043,100) shares issued and outstanding                         1,043

Common Stock,  $0.0001 par value, authorized sixty
million (60,000,000) shares, sixteen million six hundred
eighty three thousand (16,683,000) shares issued and outstanding.        16,683

Additional paid in capital                                            6,411,653
                                                                    -----------

     Total Shareholder Equity                                         6,429,379
                                                                    -----------
     Total Liabilities and Equity                                   $ 7,164,150
                                                                    ===========

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



                                        2
<PAGE>

<TABLE>
<CAPTION>

                                                     XPLORER, S.A.
                            UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Note 8)
                                        For the Period Ended September 30, 1996


 
                                                                                       Additional
                                         Common Stock           Preferred Stock         Paid In          Retained
                                       Shares     Amount       Shares     Amount        Capital          Earnings           Total  
                                       ------     ------       ------     ------        -------          --------           -----

<S>                                <C>           <C>        <C>           <C>          <C>                    <C>        <C>

BALANCE, August 15, 1996           16,500,000    $16,500    1,043,100      1,043       $6,322,607              0         $6,340,150

Entries For Quarter Ending
   September 30, 1996
Stock issued pursuant to Plan
   for Creditors                      182,656        183            0          0           89,046              0             89,229
 
Profit or (Loss) for period
                                   -------------------------------------------------------------------------------------------------
BALANCE, September 30, 1996        16,682,656    $16,683    1,043,100     $1,043       $6,411,653             $0         $6,429,379
                                   =================================================================================================










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

                                                           3
</TABLE>

















<PAGE>


                                  Xplorer, S.A.
                    Notes to Financial Statements (Unaudited)
               For the 1.25 Month Period Ended September 30, 1996

Note 1    ORGANIZATION AND SUMMARY

      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 and filed with the office of the Secretary of State for
      the 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 for the Central
      District of California on March 1, 1994 as BK No. LA 94-17852-AA.

      On July 17,  1996 the  court  confirmed  Gerant's  third  amended  plan of
      reorganization.  The order  confirming  the plan was  entered  on July 24,
      1996. The date of implementation of the plan was August 5, 1996.

      The plan  approved  the  amendment of the  Articles of  Incorporation  and
      By-laws,  change of corporate name,  authorization of common and preferred
      shares of stock, payment of claims and issuance of stock.

      The Company does not have an Operating Statement,  or Cash Flow Statement,
      as is required under Form 10-Q, General Filing  Requirements of Form 10-Q,
      as it was in  bankruptcy  and had no activity for the prior nine (9) month
      period.

      Xplorer,  S.A.  is a  natural  resource  capital  management  corporation,
      specializing  in  the   capitalization   of  natural   resource   business
      organizations in which Xplorer, S.A. has ownership.

Note 2    TRANSFER OF ASSETS AND LIABILITIES

      Xplorer, S.A. has acquired the assets and assumed the liabilities pursuant
      to   provisions   outlined  in  the   "Debtors   Third   Amended  Plan  of
      Reorganization"  submitted by Gerant Industries,  Inc. and approved by the
      United States Bankruptcy Court, as herein discussed.

      Under the plan, the new company was to receive all of the assets of Gerant
      and assume the liabilities at the predecessor basis.

Note 3    CASH
 
      The cash balance in the sum of $73,316 is held in Trust by the law offices
      of Robinson,  Diamant, Brill and Klausner, Los Angeles,  California.  This
      account was established pursuant to court proceedings involving Gerant and
      funds become available as of December 31, 1996. The balance of $455,000 is
      deposited in money market account at Paine Weber.







                                        4
<PAGE>


Note 4    ACCRUED INTEREST RECEIVABLE
 
      This accrued  interest is a receivable  from United  Realty Group  Limited
      Partnership (see Note 6 below). The note bears pays interest only monthly.

Note 5    SYM-TEK NOTE RECEIVABLE

      SYM-TEK has filed Chapter 11 Bankruptcy Proceedings. Gerant had a $350,000
      claim  against  Sym-Tek.  $16,000 was  received on January  23,  1996.  An
      estimated  additional  $16,000 is expected  to be received  from the final
      distribution by Sym-Tek.

Note 6    FIXED ASSETS
 
      Fixed  assets are  consisted of computer  equipment.  The gross assets are
      $7,500, Accumulated depreciation is $4,583 and the Net Asset is $2,917.

Note 7    UNITED REALTY INVESTMENT

      This  investment  consist of a promissory  note at 8% per annum,  interest
      only paid  monthly and due August 18,  1997 and  500,000  class C Units of
      United Realty Group Limited Partnership  redeemable by issuer at $1.00 per
      unit in August, 1997. This obligation is secured by a 75% tenant in common
      interest in the net proceeds from the Southwood  Plaza Shopping  Center in
      Charlotte, North Carolina.

Note 8    UNITS OF BENEFICIAL INTEREST

      Atlantic  Pacific Trust  (Atlantic)  is a natural  resource  company.  The
      reorganization  plan of Gerant  provided  that  holders  of  approximately
      500,000  units of Beneficial  Interest in Atlantic  would  exchange  those
      units for approximately 1,250,000 preferred shares of Xplorer, S.A. stock.
      To date,  417,240  units of Beneficial  Interest  have been  exchanged for
      1,043,100 shares of stock.

      The Plan also  provided  that an  additional  500,000  Units of Beneficial
      Interest  would be sold to the debtor in return for  Debtor  Notes.  There
      were  actually  585,560  units sold for Debtor  Notes and those notes have
      since been converted to approximately  14,639,000  shares of common stock.
      Xplorer,  S.A. has also acquired an  additional  2,200 units for $110,000.
      Therefore  417,240,  plus 585,560,  plus 2,200 equals  1,005,000  units of
      equity position in Atlantic as held by the Company at 9/30/96. These units
      have been  reflected  on the books at  historical  cost basis of $6.05 per
      unit, for a Balance Sheet value of $6,080,250.












                                        5
<PAGE>


      The audit of August 15, 1996  included the  Preferred  and Common stock at
      Market value as a result of the values accepted by the Bankruptcy Court in
      the  Disclosure  Statement for Gerant  Industries.  These values have been
      revised downward to reflect actual cost rather than Market.  the result of
      these value  changes  were the result of the  realization  that control of
      Xplorer  shifted to Beneficial  Holders of Atlantic,  thus the transaction
      had to be  valued  at cost  rather  than  Market.  These  adjustments  are
      reflected in The Statement of Changes in Stockholders' Equity.
 

Note 9    ACCRUED LEGAL FEES
 
      The legal fees were the result of the Reorganization of Gerant Industries,
      Inc. Debtor In Possession Bankruptcy. Atlantic Pacific Trust has agreed to
      purchase  the  $257,000  legal fees  claimed by the law firm of  Robinson,
      Diamant,  Brill and  Klausner.  Upon the purchase  Atlantic  will exchange
      257,000 units of Xplorer for  discharge of this  obligation as approved in
      the Third Amended Plan of Reorganization  of Gerant.  Each unit represents
      one share of common stock and two warrants to purchase  common stock which
      expire in 2001.

Note 10   PRE-PETITION CREDITOR DEBT
 
      There is a balance of  approximately  $27,771 in claims to be settled  per
      the approved Third Amended Plan of Reorganization of Gerant.

Note 11   NOTE PAYABLE
 
      Xplorer borrowed $450,000 from Gardner Investments.  The terms of the note
      are interest only paid monthly. The interest rate is eight (8) percent per
      annum.  The  note  is due  and  payable  November  1,  1997.  The  note is
      convertible,  at the option of the holder,  at any time for 150,000 shares
      of common stock of Xplorer.


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

For the three months ended September 30, 1996:

Financial Condition:

The Company's  working capital  resources  during the period ended September 30,
1996 were provided by convertible loans (See Notes to Financial Statements), and
stock  placements.  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  completion  of all
requirements  of the Plan Of  Reorganization  reported  in the 8K of August  15,
1996.







                                        6
<PAGE>


     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, 1996,  therefore  Management has
arranged sufficient financing to fund these activities and to fulfill its budget
requirements.

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 first quarter of 1997.

Estimations of Management

     The  Plan  of  Reorganization  and  Disclosure  Document  approved  by  the
     Bankruptcy  Court on July 24, 1996 included values of the gold ore reserves
     that were acquired as part of the Plan. The Company's portion of these gold
     ore reserves is 59%. The valuation is based upon a comprehensive geological
     reserve  study  conducted by  geologist  Christopher  L. Pratt,  which said
     report was updated December 31, 1996.

                           PART II. OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         8-K filed September 12, 1996





























                                        7
<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 13, 1997                  /s/ Steven Mortensen                    
                                        --------------------
                                        Steven Mortensen,
                                        Chairman and Secretary


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













                                        8