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 March 31, 1997

                                       OR

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

                     For the Transition period from___ to___

                         Commission file number 0-17874

                                  XPLORER, S.A.
             (Exact name of registrant as specified in its charter)

                  Nevada                                        88-0199674   
     -------------------------------                        ----------------
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization                           Identification)
                                                                    Number)

4750 Kelso Creek Road, Weldon, California                        93238
-----------------------------------------                      ---------
 (Address of principal executive offices)                      (Zip Code)

                    Phone: (619) 378-3936 Fax: (619) 378-1066
              (Registrant's telephone number, including area code)

                     Gerant Industries, Inc.- March 31, 1997
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes [X]  No[ ]

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 subsequent to the  distribution of securities under a plan confirmed
by a court. Yes [X] No[ ]

As of March 31, 1997,  there were 18,782,447  shares of common stock ($0.001 par
value) issued and outstanding.

Total sequentially numbered pages in this document:   16 




                                        1
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  Xplorer, S.A.
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheet
                              As of March 31, 1997

                         Assets                         1997            1996
                                                --------------------------------
                                                     (Unaudited)     (Unaudited)
Current Assets:
  Cash                                                  $95,544 Not Available
  Note receivable (Note 5)                               16,000 For Prior Period
  Marketable securities (Note 4)                        223,693 See Note 15
  Prepaid commissions                                   286,320
Total Current Assets                                    621,557 
Property, plant & equipment
  - net (Notes 6, 8, 7, 11)                           3,489,384
Other investments (Notes 7 and 10)                    1,019,000
                                                --------------------------------
   Total Assets                                      $5,129,941 
                                                ================================

             Liabilities and Shareholder Equity                                 
                       Liabilities:                                             

Current Liabilities:
  Gold contracts ( Note 11)                             250,399
  Zero-coupon bonds - Current                           890,000
  Related party payable (Note 12)                       208,017
  Note payable (Notes 5 and 11)                         450,000
  Payroll obligations                                    11,752
  Other accrued expenses                                 21,738
                                                --------------------------------
                                                      1,831,906 
  Accrued legal fees (Note 9)                            97,000
  Long-term zero coupon bonds                           620,418
  Minority interest in 
    consolidated subsidiary (Note 8)                    852,000
                                                --------------------------------
                                                      3,401,324 
                                                --------------------------------




  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 March 31, 1997


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

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

             Shareholders' Equity (Note 7):                                     
Preferred Stock, par value $0.001,                        1,300
  authorized  1,250,600 shares;                       
  convertible beginning in 2006;
  1,250,600 shares issued and outstanding.
Common Stock, $0.001 par value, 
  authorized sixty million (60,000,000)                  18,600
  shares; 18,782,447 shares 
  issued and outstanding.
Additional paid in capital                            2,694,055
Deficit accumulated during
  the development stage                                (985,338)
                                                --------------------------------
Total Shareholders' Equity                            1,728,617 
                                                --------------------------------
Total Liabilities and Shareholders' Equity           $5,129,941 
                                                ================================

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





























                                        3
<PAGE>



                  Xplorer, S.A (A Development Stage Enterprise)
                        Unaudited Statement of Operations
                 For The Three Month Period Ended March 31, 1997

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

Income:                                                     Not Available For
                                                              Prior Period
                                                         See Note 15 For Details
Revenues (Note 1)                      $0           $0               
Other income (expense)            $55,020       55,020               
                               -------------------------------------------------
     Total Income                  55,020       55,020               
                               -------------------------------------------------

Cost of Sales:                                                                  


                                        0            0               
                                        0            0               


                               -------------------------------------------------
     Total Cost of sales                0            0               
                               -------------------------------------------------
     Gross margin (Loss)           55,020       55,020               
                               -------------------------------------------------
Operating Expenses:
Compensation                       43,766       43,766               
Professional fees                  73,368       73,368               
Commissions                             0            0 
Interest                            7,500        7,500 
Administrative                     11,724       11,724 
Depreciation                            0            0
                               -------------------------------------------------
Total Operating expenses          136,358      136,358               
                               -------------------------------------------------
     Net Profit (Loss)           ($81,338)    ($81,338)               
                               =================================================

     Earnings (Loss) per
       Share of Common
       Stock & Equivalents        ($0.004)     ($0.004)               
                               =================================================
     Common Stock
       outstanding             18,782,447   18,782,447               
                               =================================================


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


                                        4
<PAGE>


                 Xplorer, S.A. (A Development Stage Enterprise)
                        UNAUDITED STATEMENT OF CASH FLOWS
                 For the Three Month Period Ended March 31, 1997

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

Net (Loss)                                        ($81,338)       Not Available
Adjustments to Reconcile Net Income to                          For Prior Period
     Net Cash Used in Operating Activities:                        See Note 15
     Eliminate Non-Cash Items 
       (Depreciation and Amortization)             
(Increase) Decrease in:
     Receivables                                                          
     Marketable securities                           2,707 
     Prepaid commissions                           (76,320)
Increase (Decrease) in:
     Gold contracts                                (22,601) 
     Zero coupon bonds                             (25,000) 
     Related party payable                          59,017 
     Accrued expenses and payroll obligations       (7,710) 
     Accrued legal fees                            (50,000) 
    Long term zero coupon bonds                     67,718
                                                
                                                --------------------------------
       NET CASH PROVIDED BY (USED IN)           
         OPERATING ACTIVITIES                     (133,527) 
                                                --------------------------------

                      CASH FLOWS FROM INVESTING ACTIVITIES

Increase (Decrease) in:
     Costs added to property, plant
       & equipment                                 (84,984) 
     Notes payable                                                              
     Stock issued for equity conversion:                                        
     Common stock                                                               
     Paid in capital                               148,055 

                                                --------------------------------
     NET CASH PROVIDED BY (USED IN)
       FINANCING ACTIVITIES                         63,071 
                                                --------------------------------

NET INCREASE (DECREASE) IN CASH                    (70,456) 
CASH, at Beginning of Period                       166,000 
                                                --------------------------------
CASH, at End of Period                             $95,544 
                                                ================================

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





                                        5
<PAGE>


<TABLE>
<CAPTION>

                 Xplorer, S.A. (A Development Stage Enterprise)
         UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Note 8)
                 For the Three Month Period Ended March 31, 1997

                                                                                    Additional    
                                      Common Stock            Preferred Stock        Paid In        Retained
                                  Shares        Amount      Shares       Amount      Capital        Earnings         Total
                               -----------------------------------------------------------------------------------------------
<S>                             <C>             <C>        <C>            <C>       <C>            <C>             <C>   

Balance per audit,
  December 31, 1996             18,782,447      $18,782    1,280,550      $1,300    $2,546,000     ($904,000)      $1,662,082

Entries For Quarter
  Ending March 31, 1997
  Required adjustment
  for quarter                                                                          148,055                       $148,055

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

                               -----------------------------------------------------------------------------------------------
BALANCE, March 31, 1997         18,782,447      $18,782    1,280,550      $1,300    $2,694,055     ($985,338)      $1,728,799
                               ===============================================================================================
</TABLE>



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







                                        6















<PAGE>


                 XPLORER, S. A. (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Three Month Period Ended March 31, 1997

Note 1    Organization and Presentation:

      Xplorer, S. A., the "Company"  (successor to Gerant Industries,  Inc.) was
      organized  by adoption of amended and restated  Articles of  Incorporation
      dated July 5, 1996 which  were filed with the office of the  Secretary  of
      State of Nevada on August 15, 1996.

      Gerant  Industries,  Inc.  ("Gerant") filed a petition for  reorganization
      under Chapter 11 of the United States  Bankruptcy  Court ("the Court") for
      the Central  District of California on March 1, 1994. On July 24, 1996 the
      Court  confirmed  Gerant's  Third  Amended  Plan  of  Reorganization  (the
      "Plan").  The  Plan  approved  the  amendment  of the of the  Articles  of
      Incorporation  and By-Laws,  change of corporate  name,  authorization  of
      common and  preferred  shares of stock,  payment of claims and issuance of
      stock by the successors to this  debtor-in-possession,  Xplorer, S. A. The
      Company  was to issue  16,500,000  shares  of common  stock and  1,043,000
      shares of preferred stock which were valued in aggregate at $53 Million by
      the Court. The 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 March 31, 1997 the Company does not have any  operating
      properties and is a development  stage  enterprise  owning 59% of Atlantic
      Pacific Trust,  LLC.,  and its  wholly-owned  subsidiary  Atlantic-Pacific
      Finanzprodukte,  GmbH as of March 31,  1997.  The accounts of this entity,
      which  has made  loans  to its  parent  are  included  in these  financial
      statements  and  all  significant  inter-company  transactions  have  been
      eliminated.  The loans have been converted to common stock or units of the
      Company (Note 8).

      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>


Notes to Xplorer, S.A. Financial Statements (Continued)

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 March 31, 1997.

      Loss Per Share:
      The loss per share is  calculated  using the  weighted  average  number of
      shares  outstanding.  Warrants  outstanding are  anti-dilutive and are not
      included.

      Property, Plant & Equipment and Depreciation:
      All  property,  plant & equipment is stated at cost and  depreciated  on a
      straight-line   basis  over   individual   useful   lives  -  three  years
      (computers),  five years (mining equipment), and units-of- production once
      mining property is at the operational level.

      Financial Uncertainties:
      The Company is in the development  stage and has experienced a net loss of
      $81,338.   The  loss  is  principally  due  to  commissions  and  interest
      associated  with the 1996 German  financing.  There is no  assurance  that
      commercial  quantities of mineral resources can be developed and sold in a
      profitable   market.   Also,   mining  production  could  be  delayed  and
      uninsurable risks could be incurred (see Note 9).







                                        8
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

      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  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.



                                        9
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)


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 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    Note Receivable:

      Sym-Tek filed Chapter 11 bankruptcy proceedings with Gerant as a creditor.
      The amount of $16,000  was  received  in January  23, 1997 and used to pay
      legal obligations of Gerant's bankruptcy proceeding.

Note 6    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 $3,586,300,  with
      accumulated  depreciation  of  $181,900,  with  the net  reflected  on the
      balance sheet.

      The Company's  majority-owned  subsidiary (Note 8) owns eight claims known
      as  the  Evening  Star  Mine  located  in  Piute  Mountain,  Kern  County,
      California.  Most of the development costs for Evening Star Mines are from
      related parties (Note 13).

Note 7    Other Investments:

      The Company holds a $500,000 full recourse  promissory note at 8% interest
      per annum, payable monthly and principal due August 18, 1997. This note is
      secured  by  500,000  Class  C  Units  of  United  Reality  Group  Limited
      Partnership  redeemable by issuer at $1.00 per unit in August 1997 and 75%
      tenant in common  interest in the net proceeds  from the  Southwood  Plaza
      Shopping  Center in  Charlotte,  North  Carolina.  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.









                                       10
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

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

      Atlantic  owns  406,000  shares of Xplorer  S.A.  This  investment  is 59%
      eliminated in consolidated financial statements and reflected at a nominal
      value of $0.10 per share of $19,000.

Note 8    Atlantic Pacific Trust, L.L.C.:

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

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

      APT was funded by sale of  investment  contracts,  precious  metal forward
      contracts,  and equity units ("LLC"). The Company owns 1,254,960 LLC units
      as of the current date (59%).

      APT made a loan to the Company for $355,000  that was converted to Company
      special  units (one share of common  stock and one B warrant and C warrant
      each  exercisable  within  five  years  at  $2.00  and  $3.00  per  share,
      respectively and paid a Gerant creditor  $110,000 in exchange for 111, 667
      shares of the Company's common stock. These funds were used by the Company
      to pay Gerant  creditors  according  to the Plan.  At the current date the
      value  of  275,334  shares  (59% of  466,667)  has  been  eliminated  upon
      consolidation.

      The Plan provided that Compania Comerciale  Atlantis,  S.A. would exchange
      500,000 of its LLC units for  1,250,000  preferred  shares of the Company.
      However,  only 417,200 units were exchanged for 1,043,000 preferred shares
      under this Plan.  In December  1996, CCA did exchange 189,960 units for an
      additional  237,550  shares of preferred  stock.  The  preferred  stock is
      partially  convertible  to ten  shares of  common  stock 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.





                                       11
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

      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 of 5 to 1 to 400,000 total shares which were to be exchanged
      pursuant to the Plan for 400,000  common stock Units of the Company.  Each
      common stock Unit  consisting  of one common share and one Warrant for one
      share of common at 70% of market asking price on August 5, 1997.  (288,935
      Units were issued as of 3/31/97)
 
Note 9    Accrued Legal Fees:

      Per the Plan,  Atlantic agreed to purchase an estimated $257,000 legal fee
      administrative claim of the law firm, Robinson, Diamant, Brill, & Klausner
      (the "Firm").  Upon purchase,  Atlantic  intends to exchange the claim for
      257,000 Xplorer common stock special units.  This  transaction is still in
      progress and is anticipated to be completed during the calendar year 1997.


Note 10   Note Payable:

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


Note 11   Investment Contracts Payable:

      Atlantic has issued  investment  contracts under German  securities  laws.
      Such contracts are four types:

      a)   Contract of $9,645 per kilo received in U.S.  dollars for purchase of
           undelivered kilos (32.15 troy ounces) of gold bullion.  All contracts
           have a one year  maturity.  As of December 31,  1996,  the balance is
           $273,000.  The  Company  has  covered  it's gold risk on  outstanding
           contracts up to $369 per ounce.

      b)   Zero-coupon  contract of $12,500 payable in U.S.  dollars and bearing
           interest  at 9.00% per  annum.  Such  contracts  are  repayable  with
           related  interest  in one to five  years.  As of March  31,  1997 the
           balance is and interest expense of $28,100 has been accreted.











                                       12
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

      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 March 31, 1997 is  $1,129,500  and interest  expense of
           has been accreted.

      d)   Zero-coupon  contract  payable  in DM or gold  at the  rate of 600 DM
           principal  per 1 troy  ounce of gold did not result in funding to the
           Company until  January  1997.  This is the only type of contract that
           will be offered in the future.

      All bonds are secured by the Company's interest in the Evening Star mining
      claims per assignment to a bond trustee.

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

          Investment contracts are due as follows:
                 1997                                           $1,140,399
                 1998                                              267,000
                 1999                                              150,000
                 2000                                               45,000
                 2001                                               86,700
                 2002                                               71,718
                                                                ----------
                Total                                           $1,760,817
                                                                ==========
Note 12   Related Party Payable:

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

      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% which  includes  overhead.
      Total charges capitalized to development to date are $548,318.







                                       13
<PAGE>

Notes to Xplorer, S.A. Financial Statements (Continued)

      As of March 31, 1997 the Company  owes these  entities  $147,000  for past
      services  and such amount is accrued  into  development  costs for evening
      Star Mine (See Note 6).

Note 13   New Accounting Pronouncements:

      Statement of Financial  Accounting  Standards No. 121, "Accounting for the
      Impairment  of  Long-Lived  Assets to be Disposed Of" (SFAS 121)  requires
      that  long-lived  assets be reviewed for  impairment  whenever  changes in
      circumstances  indicate  that the  carrying  amount of an asset may not be
      recoverable.  The  adoption of this  statement as of March 31, 1997 had no
      material effect on the consolidated financial statements.

      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.

      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 14   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.













                                       14
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

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

For the three months ended March 31, 1997:

Financial Condition:
     The Company's  working capital  resources during the period ended March 31,
1997 were provided by convertible loans (See Notes to Financial Statements), and
stock placements and 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 third quarter of 1997.

Estimations of Management:

     The  Plan  of  Reorganization  and  Disclosure  Document  approved  by  the
Bankruptcy  Court on July 24, 1996 included  valuations of the gold ore reserves
that were acquired by the Company 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.

     The Company's management in compliance with applicable reporting guidelines
has listed the gold 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.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         N/A







                                       15
<PAGE>


Notes to Xplorer, S.A. Financial Statements (Continued)

                                   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: May 31, 1997                      /s/ Steven Mortensen                    
                                        ----------------------------------------
                                        Steven Mortensen,
                                        Chairman and Secretary
 
 
                                        /s/ Jon W. Bice                         
                                        ----------------------------------------
                                        Jon W. Bice  (CFO)
























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