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, 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 ($0.0001
                       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
                                                               BASIS
                                                    --------------------------- 
                          Assets                         Cost         Market    
                                                    -------------  ------------ 
                                                     (Unaudited)    (Unaudited) 
                                                                      (NOTE 9)  
                                                                                
Cash (Note 3)                                         $   528,316    $   528,316

Accrued interest receivable (Note 4)                       36,667         36,667
Note receivable - Sym-Tek (Note 5)                         16,000         16,000
Office equipment (Net of
  depreciation of $0.00) (Note 6)                           2,917          2,917

United Realty Investment (Note 7)                         500,000        500,000
Units of beneficial interest in
  Atlantic Pacific Trust  (Note 8)                      6,080,250     56,460,900
                                                      -----------    -----------
     Total Assets                                     $ 7,164,150    $57,544,800
                                                      ===========    ===========
          Liabilities and Shareholder Equity
                     Liabilities:
Note payable (Note 12)                                $   450,000    $   450,000

Accrued legal fees (Note 10)                              257,000        257,000

Pre-petition creditor debt (Note 11)                       27,771         27,771
                                                     
Other accrued expenses
                                                      -----------    -----------
     Total Liabilities                                    734,771        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     20,862,000

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         16,683

Additional paid in capital                              6,411,653     35,931,346
                                                      -----------    -----------
     Total Shareholder Equity                           6,429,379     56,810,029
                                                      -----------    -----------
     Total Liabilities and Equity                     $ 7,164,150    $57,544,800
                                                      ===========    ===========
                                                    
  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
                                       2
<PAGE>


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



                                                                                
                                                                                
<TABLE>
<CAPTION>
                                                                                         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  $20,862,000   $30,155,886   ($50,287)  $50,984,099

Entries For Quarter Ending
  September 30, 1996                                                                            
Stock issued pursuant to Plan for                                                                                           0
  Creditors                                  182,656       183          0            0        89,046          0        89,229
Adjustment to cost from Market value               0         0          0  (20,860,957)  (23,833,279)    50,287   (44,643,949)
                                                                                                                            
                                                                                                                            
Profit or (Loss) for period                                                                                                 0
                                          ------------------------------------------------------------------------------------
BALANCE, September 30, 1996               16,682,656   $16,683  1,043,100       $1,043    $6,411,653         $0    $6,429,379
                                          ------------------------------------------------------------------------------------

</TABLE>


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


                                       3

<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.

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.
                                       4
<PAGE>

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.  The Market
         value of the units , as shown on 9/30/96 Balance Sheet Atlantic Pacific
         Trust, was $56.18 per unit. Company  Management  believes the estimated
         Market value of the 1,005,000 beneficial units owned is $56,460,900.

         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.
                                       5
<PAGE>

Note 9   PRESENTATION AT FAIR MARKET VALUE

         The asset values for mineral  resources  reflected on the Balance Sheet
         of Atlantic Pacific Trust are fair market values, based solely upon the
         opinion of  Christopher  L. Pratt,  Geologist,  as  confirmed  by other
         professionals (see below) as to the proven recoverable reserves and the
         projected cost of exploration, development and production.

         The value of the mineral resources are summarized as follows:

                   Proven reserves in ounces of gold        435,000
                   less 10% projected loss factor           (43,500)
                                                       ------------
                   Recovery ounces                          391,500
                   Market price of gold (per ounce)            $386
                                                       ------------
                   Projected gross revenue             $151,119,000
                   Less extraction cost of $140 per
                        ton times 290,000 tons         ($40,600,000)
                                                       ------------
                   Net Value                           $110,519,000
                                                       ============

         The above  estimates  reflect  1.5 ounces of gold per ton of ore and do
         not include probable  reserves,  only the proven mineral reserves owned
         by Atlantic Pacific Trust.

Note 10  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 11  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 12  NOTE PAYABLE
        
         Xplorer borrowed  $450,000 from Gardner  Investments.  The terms of the
         note are interest  only paid monthly.  The interest  rates 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.


                                       6
<PAGE>


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  converible  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.

         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 fulfull 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.


                           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