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 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:   15

                                        1

<PAGE>
                          PART I. FINANCIAL INFORMATION
-----------------------------------------------------------------
ITEM 1.  FINANCIAL STATEMENTS

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

                Assets                                   12/31/96       1997
                                                        ----------   ----------
                                                        (Audited)    (Unaudited)
Current Assets:
  Cash                                                    $166,000      $74,438
  Note receivable                                           16,000            0
  Marketable securities                                    226,400      399,876
  Prepaid commissions                                      210,000      253,498
                                                        ----------   ----------
Total Current Assets                                       618,400      727,812
Property, plant & equipment - net                        3,404,400    3,404,400
Other investments                                        1,019,000    1,019,000
                                                        ----------   ----------
          Total Assets                                  $5,041,800   $5,151,212
                                                        ==========   ==========
 Liabilities and Shareholder Equity

           Liabilities
Current Liabilities:
  Gold contracts                                           273,000       88,220
  Zero-coupon bonds - Current                              915,000      897,882
  Related party payable                                    149,000      208,017
  Note payable                                             450,000      450,000
  Payroll obligations                                        3,200        1,781
  Other accrued expenses                                    38,000       10,000
                                                        ----------   ----------
Total Current Liabilities                                1,828,200    1,655,900
  Accrued legal fees                                       147,000       86,897
  Long-term zero coupon bonds                              552,700      909,263
  Minority interest in consolidated subsidiary             852,000    1,042,212
                                                        ----------   ----------
Total Liabilities                                        3,379,900    3,694,272



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 September 30

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

  Commitments and contingencies

                     Shareholders' Equity :
  Preferred Stock, par value $0.001,                         1,300        1,300
    authorized  15,000,000 shares; convertible
    beginning in 2006; 1,280,600 shares issued
    and outstanding.
  Common Stock Subscribed                                    1,000            0
  Common Stock, $0.0001 par value, authorized               17,600       19,885
    sixty million (60,000,000) shares;
    18,554,000 at 12/31/96 and 19,839,290 shares
    issued and outstanding at 9/30/97.
  Additional paid in capital                             2,546,000    2,765,473
  Deficit accumulated during the development stage        (904,000)  (1,329,718)
                                                        ----------   ----------
Total Shareholders' Equity                               1,661,900    1,456,940
                                                        ----------   ----------
Total Liabilities and Shareholders' Equity              $5,041,800   $5,151,212
                                                        ==========   ==========

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

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

Income:

Revenues (Note 1)                          $0          $0         $0         $0
Investment income                                            $10,000     30,020
                                   --------------------------------------------
          Total Income                                        10,000     30,020
                                   --------------------------------------------

Cost of Sales:


                                                                   0          0
                                   --------------------------------------------
          Total Cost of sales               0           0          0          0
                                   --------------------------------------------
          Gross margin (Loss)               0           0     10,000     30,020
                                   --------------------------------------------
Operating Expenses:
Compensation                           48,000      48,000     53,000    148,453
Professional fees                      58,000      58,000     14,000    107,590
Commissions                           100,000     100,000    175,000    286,000
Interest                               42,000      42,000    111,000    183,000
Administrative                         86,000      86,000      8,000     26,686
Depreciation                                                       0          0
                                   --------------------------------------------
Total Operating expenses              334,000     334,000    361,000    751,729
                                   --------------------------------------------
Net loss before minority interest    (334,000)   (334,000)  (351,000)  (721,709)
                                   --------------------------------------------
Minority interest                     137,000     137,000    144,000    295,991
                                   --------------------------------------------
          Net Profit (Loss)         ($197,000)  ($197,000) ($207,000) ($425,718)
                                   ============================================

Earnings (Loss) per Share
of Common Stock and Common
Stock Equivalents                     ($0.013)    ($0.013)   ($0.011)   ($0.022)
                                   ============================================
                                   15,603,000  15,603,000 19,310,000 19,310,000
                                   ============================================

  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 Nine Month Period Ended September 30


    CASH FLOWS FROM OPERATING ACTIVITIES               1996          1997
                                                    ----------     ---------
Net (Loss)                                          ($197,000)     ($425,718)
Adjustments to Reconcile Net Income to
     Net Cash Used in Operating Activities:
      Minority interest in net loss                  (137,000)       190,212
(Increase) Decrease in:
     Receivables                                                      16,000
     Prepaid commissions                                             (43,498)
Increase (Decrease) in:
     Related party payable                                            59,017
     Accrued expenses and accounts payable             50,000        (29,419)
     Other                                                            60,665

    NET CASH PROVIDED BY (USED IN)                  ---------      ---------
    OPERATING ACTIVITIES                             (284,000)      (172,741)
                                                    ---------      ---------

    CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in:
     Acquisition of marketable securities                           (173,476)
     
    FINANCING ACTIVITIES
     Redemption of investment contracts                             (301,898)
     Proceeds from sale of investment contracts        812,316       556,553
                                                    
          NET CASH PROVIDED BY (USED IN)            ----------    ----------
               FINANCING ACTIVITIES                    812,316        81,179
                                                    ----------    ----------
NET INCREASE (DECREASE) IN CASH                        528,316       (91,562)
CASH, at Beginning of Period                                 0       166,000
                                                    ----------    ----------
CASH, at End of Period                                $528,316       $74,438
                                                    ==========    ==========

The Company issued 1,285,700 shares for the repayment of indebtedness, financing
costs,  and  compensation  during the nine months ended  September  30, 1997 and
2,951,000  shares for the three month  period  October 1, 1996 to  December  31,
1996.

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 and 1996


<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 September 30, 1996        15,603,000     $15,600      1,043,000     $1,000      $2,046,600       ($249,000)      $1,814,200

Stock issued to creditors            996,000       1,000                                    98,600                           99,600
  pursuant to the Plan
Dividend given to                  1,000,000       1,000                                    99,000                          100,000
  Preferred Stockholder
Issuance of Preferred                                           237,550        300         207,600                          207,900
  Stock
Stock issued to officers             955,000       1,000                                    94,500                           95,500
  and consultants
Net loss for period                                                                                       (655,000)        (655,000)
                                 --------------------------------------------------------------------------------------------------
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 Period Ending
  September 30, 1997
Stock issued for debt                228,445         228                                     9,830                           10,058
  repayment
Stock issued to officers           1,057,290       1,057                                   209,643                          210,700
  and consultants
Profit (loss) for period                                                                                  (425,718)        (425,718)
                                 --------------------------------------------------------------------------------------------------
BALANCE, September  30, 1997      19,839,735     $19,885      1,280,550     $1,300      $2,765,473     ($1,329,718)      $1,456,940
                                 ==================================================================================================
</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 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. 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
         8).












                                       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 $426,000.  The loss is principally  due to commissions  and interest
         associated  with  the  German  financing.  There is no  assurance  that
         commercial quantities of mineral resources can be developed and sold in
         a  profitable  market.  Also,  mining  production  could be delayed and
         uninsurable risks could be incurred (see Note 9).

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



                                       8

<PAGE>



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

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

         COMMON STOCK ISSUANCE:
         Shares issued to Gerant special creditors, employees,  consultants, and
         preferred shareholder of the Company are valued at the nominal value of
         $0.10 per share.  Common  stock Units  include one share of stock and a
         warrant to acquire an additional share at 70% of market value.

         USE OF ESTIMATES:
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results could differ from those estimates.


Note 3   Reverse Acquisition:

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

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

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


Note 4   Marketable Securities:

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

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




                                       9

<PAGE>



Note 5   Property, Plant and Equipment:

         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).  There were no  additions  during the
         quarter ended September 30, 1997.


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.

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

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


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

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

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

         APT was funded by sale of investment contracts,  precious metal forward
         contracts,  and equity units  ("LLC").  The Company owns  1,274,960 LLC
         units as of the current date (59%).




                                       10

<PAGE>



         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 323,872  shares  (59% of  466,667)  has been
         eliminated upon consolidation.

         The  Plan  provided  that  Compania  Comerciale  Atlantis,  S.A.  would
         exchange 500,000 of its LLC units for 1,250,000 preferred shares of the
         Company.  However,  only 417,200  units were  exchanged  for  1,043,000
         preferred  shares under this Plan. In December  1996,  CCA did exchange
         189,960 units for an additional  237,550 shares of preferred stock. The
         preferred stock is partially  convertible to ten shares of common stock
         at the end of six years and has a dividend  of 1.00% per month  payable
         in common stock at time of conversion.  In December 1996, the preferred
         stockholder  agreed to waive all present and future preferred  dividend
         rights  for  1,000,000  common  shares of the  Company  resulting  in a
         $100,000   financing  cost  upon  issuance  during  the  quarter  ended
         September 30, 1997.

         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").  As of  September  30,  1997,  the  balance is
         $87,000.  Upon  purchase,  Atlantic  intends to exchange  the claim for
         257,000 Xplorer common stock special units.  This  transaction is still
         in progress and is anticipated to be completed during the calendar year
         1997.


Note 9   Note Payable:

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







                                       11

<PAGE>



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, 1997,  the balance owed is $99,437.  The Company
                  has covered it's gold risk on outstanding contracts up to $369
                  per  ounce.  The  Company  has  paid  off  $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  interest  expense has been  accreted.  The
                  Company has paid off $100,000 of these contracts in 1997.

         c)       Zero-coupon  contract  payable in 5,000 German  Duetsch  Marks
                  ("DM")  units and bearing  interest  at 9.00% per annum.  Such
                  contracts are repayable with related  interest in DM in one to
                  five years.  The balance as of September 30, 1997 has interest
                  expense  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.

         The Company paid commissions of  approximately  33% and raised $800,000
         during 1997.

                  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
                                        ----------


                                       12

<PAGE>



Note 11  Related Party Payable:

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

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

         As of September 30, 1997 the Company owes these  entities  $208,000 for
         past  services  and such amount is accrued into  development  costs for
         evening Star Mine (See Note 6).


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
         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.  During the quarter
         ended September 30, 1997 the Company issued 806,835 shares to employees
         and consultants resulting in compensation expense of $81,000.

         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.






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<PAGE>


Note 13  Comparative Financial Statements

         Comparative  financial  data for similar  periods in 1996 was initially
         available in August 1996. The Company had little or no operations prior
         to that date. Any  presentation of the numbers during that period would
         cause  the  reader  to  have  a  distorted   view  from  a  comparative
         standpoint.


Note 14  Transactions Using Common Stock

         The Company purchased 20,000 additional Units of Beneficial Interest of
         Atlantic Pacific Trust, from Stonehill Investments,  Ltd., bringing the
         total  holding of the Company in Atlantic  Pacific  Trust to  1,025,000
         Units at  September  30, 1997.  The Company  issued  250,000  shares of
         common  stock  valued at $0.12 per share,  were  issued for these Units
         ($30,000). 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.



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 investment  contracts ($556,000 to date) 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
these 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.




                                       14
<PAGE>

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.



                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         N/A



                                   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)







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