UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
( x ) Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
OR
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition period from to
Commission file number 0-17874
XPLORER, S.A.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0199674
- ------------------------------ ---------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4750 Kelso Creek Road, Weldon, California 93238
------------------------------------------------
(Address of principal executive offices) (Zip Code)
Phone: (619) 378-3936 Fax: (619) 378-1066
-----------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes (X) No ( )
As of September 30, 1997, there were 19,839,290 shares of common stock ($0.001
par value) issued and outstanding.
Total sequentially numbered pages in this document: 17
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PART I. FINANCIAL INFORMATION
- -------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
Xplorer, S.A.
(A Development Stage Enterprise)
Consolidated Balance Sheet
As of September 30, 1997
Assets 1996 1997
-------------------------
(Unaudited) (Unaudited)
Current Assets:
Cash $528,316 $74,438
Note receivable 16,000 82,356
Marketable securities (Note 4) 0 399,876
Prepaid commissions 0 253,498
-------------------------
Total Current Assets 544,316 810,168
Property, plant & equipment - net (Note 5) 2,917 3,705,923
Other investments (Notes 6 and 11) 6,580,250 519,000
Other assets 36,667 0
-------------------------
Total Assets $7,164,150 $5,035,091
=========================
Liabilities and Shareholder Equity
Liabilities:
Current Liabilities:
Gold contracts ( Note 10) 0 88,220
Zero-coupon bonds - Current (Note 10) 0 897,882
Related party payable (Note 11) 0 208,017
Note payable (Notes 9 and 11) 450,000 470,000
Payroll obligations 0 1,781
Other accrued expenses 27,771 38,000
-------------------------
Total Current Liabilities 477,771 1,703,900
Accrued legal fees (Note 8) 257,000 86,897
Long-term zero coupon bonds (Note 10) 0 909,263
Minority interest in consolidated
subsidiary (Note 6) 0 822,000
-------------------------
Total Liabilities 734,771 3,522,060
-------------------------
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
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Xplorer, S.A.
(A Development Stage Enterprise)
Consolidated Balance Sheet (Continued)
As of September 30, 1997
1996 1997
-------------------------
(Unaudited) (Unaudited)
Commitments and contingencies (Notes 2, 9, 10, & 11)
Shareholders' Equity (Note 7):
Preferred Stock, par value $0.001, authorized 1,043 1,300
1,250,600 shares; convertible beginning in
2006; 1,250,600 shares issued and outstanding.
Common Stock, $0.001 par value, authorized sixty 16,683 19,839
million (60,000,000) shares; 19,839,290 shares
issued and outstanding.
Additional paid in capital 6,411,653 2,755,643
Deficit accumulated during the development stage (1,263,751)
-------------------------
Total Shareholders' Equity 6,429,379 1,513,031
-------------------------
Total Liabilities and Shareholders' Equity $7,164,150 $5,035,091
=========================
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
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Xplorer, S.A (A Development Stage Enterprise)
Unaudited Statement of Operations
For The Nine Month Period Ended September 30. 1997
<TABLE>
<CAPTION>
1996 1997
--------------------------------------------------------
Quarter Year To Date Quarter Year To Date
--------------------------------------------------------
<S> <C> <C> <C>
INCOME:
No
Operational
Information
Revenues (Note 1) Available From $447 $447
Prior
Other income (expense) Year (Note 13) 141,014 206,034
--------------------------------------------------------
Total Income 141,461 206,481
--------------------------------------------------------
COST OF SALES:
0 0
--------------------------------------------------------
Total Cost of sales 0 0
--------------------------------------------------------
Gross margin (Loss) 141,461 206,481
--------------------------------------------------------
OPERATING EXPENSES:
Compensation 111,898 207,351
Professional fees 41,127 115,846
Commissions 0 0
Interest 111,250 130,000
Administrative (103,922) 113,035
Depreciation 0 0
--------------------------------------------------------
Total Operating expenses 160,353 566,232
--------------------------------------------------------
Extraordinary expenses 0 0
--------------------------------------------------------
Net Profit (Loss) ($18,892) ($359,751)
========================================================
Earnings (Loss) per Share of Common ($0.001) ($0.018)
Stock and Common Stock Equivalents
========================================================
Common Stock outstanding 19,839,290 19,839,290
========================================================
</TABLE>
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
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Xplorer, S.A. (A Development Stage Enterprise)
UNAUDITED STATEMENT OF CASH FLOWS
For the Nine Month Period Ended September 30, 1997
1996 1997
----------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) Not ($359,751)
Adjustments to Reconcile Net Income to available
Net Cash Used in Operating Activities: for Prior
Eliminate Non Cash Items (Depreciation and Periods (181,900)
Amortization)
(Increase) Decrease in: See Note
Receivables 13 for (66,356)
Marketable securities details (173,476)
Prepaid commissions (43,498)
Increase (Decrease) in:
Gold contracts (184,780)
Zero coupon bonds (17,118)
Related party payable 59,017
Accrued expenses and payroll obligations (1,419)
Accrued legal fees (60,103)
Long term zero coupon bonds 356,563
----------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (672,821)
----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in:
Costs added to property, plant & equipment (119,623)
Notes payable 20,000
Other investments 500,000
FINANCING ACTIVITIES
Increase (Decrease) in:
Stock issued for equity conversion:
Common stock 1,239
Paid in capital 209,643
Minority Interest in company activities (30,000)
----------------------
NET CASH PROVIDED BY (USED IN)
INVESTING AND FINANCING ACTIVITIES 581,259
----------------------
NET INCREASE (DECREASE) IN CASH (91,562)
CASH, at Beginning of Period 166,000
----------------------
CASH, at End of Period $74,438
======================
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
5
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Xplorer, S.A. (A Development Stage Enterprise)
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Nine Month Period Ended September 30, 1997
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional
------------------------------------------- Paid In Retained
Shares Amount Shares Amount Capital Earnings Total
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance per audit, 18,554,000 $18,600 1,280,550 $1,300 $2,546,000 ($904,000) $1,661,900
December 31, 1996
Entries For Quarter
Ending March 31, 1997
Adjustments to year end 228,445 182 $182
Profit (loss) for period (81,338) ($81,338)
-------------------------------------------------------------------------------------
BALANCE, March 31, 1997 18,782,445 $18,782 1,280,550 $1,300 $2,546,000 ($985,338) $1,580,744
-------------------------------------------------------------------------------------
Entries For Quarter
Ending June 30, 1997
Profit (Loss) for period (259,521) ($259,521)
-------------------------------------------------------------------------------------
Balance, June 30, 1997 18,782,445 $18,782 1,280,550 $1,300 $2,546,000 ($1,244,859) $1,321,223
-------------------------------------------------------------------------------------
Entries for quarter
ending September 30, 1997
Stock issued to 1,056,845 1,057 209,643 $210,700
officers, consultants
Profit (loss) for period (18,892) ($18,892)
-------------------------------------------------------------------------------------
Balance, September 30, 1997 19,839,290 $19,839 1,280,550 $1,300 $2,755,643 ($1,263,751) $1,513,031
=====================================================================================
</TABLE>
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
6
<PAGE>
XPLORER, S. A. (A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Month Period Ended September 30, 1997
Note 1 ORGANIZATION AND PRESENTATION:
Xplorer, S. A., the "Company" (successor to Gerant Industries, Inc.)
was organized by adoption of amended and restated Articles of
Incorporation dated July 5, 1996 which were filed with the office of
the Secretary of State of Nevada on August 15, 1996.
Gerant Industries, Inc. ("Gerant") filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Court ("the Court")
for the Central District of California on March 1, 1994. On July 24,
1996 the Court confirmed Gerant's Third Amended Plan of Reorganization
(the "Plan"). The Plan approved the amendment of the of the Articles of
Incorporation and By-Laws, change of corporate name, authorization of
common and preferred shares of stock, payment of claims and issuance of
stock by the successors to this debtor-in-possession, Xplorer, S. A.
The Company was to issue 16,500,000 shares of common stock and
1,043,000 shares of preferred stock which were valued in aggregate at
$53 Million by the Court. The historical determinable value in
accordance with generally accepted accounting principles was $2,011,200
and the Company accounted for the transaction as a
quasi-reorganization.
The Company is a development stage enterprise and has not achieved its
intended operations or related revenue as of this date.
The Company, a development stage enterprise, anticipates obtaining
sufficient cash resources in 1997 from the sale of investment
contracts, warrant exercise, operations, or private placement of equity
securities. Such proceeds are necessary to assure the funding of
anticipated operating costs and satisfaction of any negative working
capital as of the current period.
Presentation
The Company intends to engage in the development of natural resource
properties. As of September 30, 1997 the Company does not have any
operating properties and is a development stage enterprise owning 59%
of Atlantic Pacific Trust, L.L.C. and its wholly-owned subsidiary
Atlantic- Pacific Finanzprodukte, GmbH as of September 30, 1997. The
accounts of this entity, which has made loans to its parent are
included in these financial statements and all significant
inter-company transactions have been eliminated. The loans have been
converted to common stock or units of the Company (Note 7).
Gerant, the predecessor Company, had net assets of approximately
$52,000 (Note 3) and insignificant operations from January 1, 1994 to
August 15, 1996. The quasi-reorganization of this entity resulted in
retained earnings of $0 as of January 1, 1996.
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Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Mining Properties:
Mining properties are reflected in property, plant, and equipment at
cost of acquisition and development. Costs include efforts to remove
ore and waste, exploration, development of new ore bodies and defining
further mineralization in existing ore bodies. These costs are deferred
and will be charged to operation costs utilizing the unit-of
-production method in the period in which commercial production occurs.
When a property is identified as having development potential, the
costs of engineering, contract labor, financing, and professional fees
related to development are capitalized as they are incurred. If a
project is determined not to be economically feasible, unrecoverable
costs are expensed in the year in which the determination is made.
Mining properties are reflected at net realizable value based on the
Company's ability to generate future value.
Revenue Recognition:
Revenue is recognized when title to delivered gold or other precious
metals passes to the buyer.
Reporting Currency:
While the Company has significant financing transactions denominated in
German currency, its operations are located in the U.S. Accordingly,
all financial information regarding these transactions is translated
into U.S. dollars and no material transaction effect exists at
September 30, 1997.
Loss Per Share:
The loss per share is calculated using the weighted average number of
shares outstanding. Warrants outstanding are anti-dilutive and are not
included.
Property, Plant & Equipment and Depreciation:
All property, plant & equipment is stated at cost and depreciated on a
straight-line basis over individual useful lives - three years
(computers), five years (mining equipment), and units-of-production
once mining property is at the operational level.
Financial Uncertainties:
The Company is in the development stage and has experienced a net loss
of $359,751 or $0.018 cents per share. The loss is principally due to
commissions and interest associated with the 1996 German financing.
There is no assurance that commercial quantities of mineral resources
can be developed and sold in a profitable market. Also, mining
production could be delayed and uninsurable risks could be incurred.
The Company's profitability is subject to change in gold prices and
exchange rates. To reduce the impact of such changes, the Company locks
in the future value of certain of these items through hedging
transactions. These transactions are accomplished through the use of
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financial instruments, the value of which is derived from movements in
the underlying gold prices, the Company's actual production, or
exchange rates.
The Company intends to engage in financial instruments to reduce the
financial impact caused by fluctuations in the exchange rate of U.S.
dollars to German Deutsche Mark liabilities.
The carrying values of investment contracts involving gold settlement
are re-measured using the market value of gold at the balance sheet
date ($369 per troy ounce). The price of gold fluctuates daily, thus
the values used herein may fluctuate subsequent to the date hereof.
Income Taxes:
Xplorer, S.A. and its predecessor company have a substantial net
operating loss of an uncertain amount as of the date of this report.
Prior years tax returns are now in the process of being prepared.
Common Stock Issuance:
Shares issued to Gerant special creditors, employees, consultants, and
preferred shareholder of the Company are valued at the nominal value of
$0.10 per share. Common stock Units include one share of stock and a
warrant to acquire an additional share at 70% of market value.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Note 3 QUASI-REORGANIZATION:
Gerant changed its corporate name to Xplorer, S.A. pursuant to an
exchange of stock and the provisions outlined in the Plan.
The Gerant's balance sheet prior to the execution of the Plan and
reorganization with newly-formed Xplorer S.A. was as stated in the
Company's 10 KSB as of December 31, 1996.
Under the Plan, the Company would realize the assets of Gerant and
assume the liabilities at Gerant basis, and issue common and preferred
stock in exchange for 1,005,000 units of Atlantic equity held by the
Company. Such units had a nominal book value of $1.50. These
transactions created a valuation for the Company's new common and
preferred stock issuance of $2,011,200.
Note 4 MARKETABLE SECURITIES:
The Company maintains an interest in marketable equity securities as
part of its hedge program. These securities are reflected appropriately
in the marketable securities section of the balance sheet. The realized
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gains or losses are reflected in the Statement of Operations under
other income and expense.
The Company does not use derivatives financial instruments for
speculative purposes. The Company enters into gold equity investments
to manage exposure to changes in a rising gold price and the Company's
undelivered commitments.
Note 5 PROPERTY, PLANT AND EQUIPMENT:
The values reflected in the 10 KSB of December 31, 1996 are carried
forward here and are adjusted by any additions or deletions as of the
current period. These values are at the defined cost of $3,696,184,
with accumulated depreciation of $181,900, with the net reflected on
the balance sheet. Depreciation for the current year will be added at
year end.
The Company's majority-owned subsidiary (Note 7) owns eight claims
known as the Evening Star Mine located in Piute Mountain, Kern County,
California. Most of the development costs for Evening Star Mines are
from related parties (Note 11).
Note 6 OTHER INVESTMENTS:
The Company holds a $500,000 full recourse promissory note at 8%
interest per annum, payable monthly and principal due August 18, 1997.
This note is secured by 500,000 Class C Units of United Reality Group
Limited Partnership redeemable by issuer at $1.00 per unit in August
1997 and 75% tenant in common interest in the net proceeds from the
Southwood Plaza Shopping Center in Charlotte, North Carolina. The
property presently generates positive cash flow. However, the Company
has elected not to reflect a $400,000 non-recourse promissory note
secured only by 400,000 units of United Reality Group Partnership.
Interest on the $500,000 note of $3,333 has been received on a monthly
basis continuously.
Atlantic owns 100% of the common stock of a company that has two
investments in commercial property located in Bakersfield, California.
The net realizable value of this investment is $500,000 as of the
current date.
Atlantic owns 323,872 shares of Xplorer S.A. of which 218,218 shares
are committed to German contract holders who are exchanging their
contracts for stock of Xplorer that is owned by Atlantic. This
investment is 59% eliminated in consolidated financial statements and
reflected at a nominal value of $0.10 per share of $19,000.
Note 7 ATLANTIC PACIFIC TRUST, L.L.C.:
Atlantic Pacific Trust, L.L.C. ("Atlantic"), a Nevada limited liability
company, is a natural resource company owned by Xplorer and three of
the Company's shareholders (the "Minority Interest"). Such corporation
is the successor to Atlantic Pacific Trust ("APT") and is the legal
owner of certain mining properties located in Kern County, California.
10
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These mining properties (approximately 117 mining claims) were held by
a trust controlled by William M. Moreland ("Moreland"), and transferred
to a new entity, North Star Industries ("North"). North was 30% owned
by Moreland, 30% owned by Gardner, and 40% owned by Compania Comerciale
Atlantis, S.A., a Costa Rican entity ("CCA"). The claims were
eventually divided into four separate trusts. One of these trusts,
Nevada Trust, which owned eight claims known as the "Evening Star
Mine", was acquired at cost by APT.
APT was funded by sale of investment contracts, precious metal forward
contracts, and equity units ("LLC"). The Company owns 1,274,960 LLC
units as of the current date (59%).
APT made a loan to the Company for $355,000 that was converted to
Company special units (one share of common stock and one B warrant and
C warrant each exercisable within five years at $2.00 and $3.00 per
share, respectively and paid a Gerant creditor $110,000 in exchange for
111, 667 shares of the Company's common stock. These funds were used by
the Company to pay Gerant creditors according to the Plan. At the
current date the value of 191,084 shares (59% of 323,872) has been
eliminated upon consolidation.
The Plan provided that Compania Comerciale Atlantis, S.A. would
exchange 500,000 of its LLC units for 1,250,000 preferred shares of the
Company. However, only 417,200 units were exchanged for 1,043,000
preferred shares under this Plan. In December 1996, CCA did exchange
189,960 units for an additional 237,550 shares of preferred stock. The
preferred stock is partially convertible to ten shares of common stock
at the end of six years and has a dividend of 1.00% per month payable
in common stock at time of conversion. In December 1996, the preferred
stockholder agreed to waive all present and future preferred dividend
rights for the immediate issuance of 1,000,000 common shares of the
Company.
The Plan also provided that 585,560 LLC units held by Atlantic
beneficiaries Be exchanged for Debtor Notes and converted to 14,639,000
shares of common stock. In addition, the former Gerant shareholders had
a reverse split to 400,000 common stock Units. All of these Units have
not as yet been issued.
Note 8 ACCRUED LEGAL FEES:
Per the Plan, Atlantic agreed to purchase an estimated $257,000 legal
fee administrative claim of the law firm, Robinson, Diamant, Brill, &
Klausner (the "Firm"). Upon purchase, Atlantic intends to exchange the
claim for 257,000 Xplorer common stock special units. This transaction
is still in progress and is anticipated to be completed during the
calendar year 1997.
Note 9 NOTE PAYABLE:
In September, 1996 the Company borrowed $450,000 from Gardner
Investments. The terms of the note are 10.00% per annum payable
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monthly. The principal is due and payable on September 25, 1997 and is
secured by 500,000 Class C Units of United Realty Group, L.P. The note
is convertible, at the option of the holder, at any time for 150,000
shares of common stock of the Company.
Note 10 INVESTMENT CONTRACTS PAYABLE:
Atlantic has issued investment contracts under German securities laws.
Such contracts are four types:
a) Contract of $9,645 per kilo received in U.S. dollars for
purchase of undelivered kilos (32.15 troy ounces) of gold
bullion. All contracts have a one year maturity. As of
September 30, 1996, the balance owed is $88,220. The Company
has covered it's gold risk on outstanding contracts up to $369
per ounce. The Company has paid off $152,633 of these
contracts in 1997.
b) Zero-coupon contract of $12,500 payable in U.S. dollars and
bearing interest at 9.00% per annum. Such contracts are
repayable with related interest in one to five years. As of
September 30, 1997 the balance is $87,500 and interest expense
of $29,132 has been accreted. The Company has paid off
$100,000 of these contracts in 1997.
c) Zero-coupon contract payable in 5,000 German Deutsche Marks
("DM") units and bearing interest at 9.00% per annum. Such
contracts are repayable with related interest in DM in one to
five years. The balance as of September 30, 1997 is $810,467
and interest expense of $24,458 has been accreted. The Company
has paid off $296,223 in 1997 with 218,218 shares of the
Company common stock owned by Atlantic. The Company, in 1997,
has paid cash on these bonds in the amount of $65,790.
d) Zero-coupon contract payable in DM or gold at the rate of 600
DM principal per 1 troy ounce of gold did not result in
funding to the Company until January 1997. This is the only
type of contract that will be offered in the future. To date
from January 1, 1997 to September 1997 the Company raised
$585,751 from these contracts. No payments have been due on
these contracts in 1997.
All bonds are secured by the Company's interest in the Evening Star
mining claims per assignment to a bond trustee.
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The Company paid commissions of approximately 33% and raised $1,375,000
in net funds during 1996.
Investment contracts are due as follows:
1997 $509,599
1998 535,908
1999 295,706
2000 174,537
2001 300,909
2002 78,706
----------
Total $1,895,365
==========
Note 11 RELATED PARTY PAYABLE:
In 1995, Atlantic entered into agreements with Sequoia Trust, a related
party, to lease surface and mineral rights related to 57 acres of land
adjacent to Evening Star Mine and certain improved real property known
as the Weldon Research Center for total cost of $6,000 per month. These
lease are renewable after a five year term and require a future minimum
annual payment of $72,000 to Sequoia Trust. Total charges capitalized
to development during 1996 were $104,000.
These properties provide the Company with the opportunity to develop
three patented mining claims with probable commercial grade ore (12%
royalty due to Sequoia Trust), construct a primary ore processing
refinery, and utilize 13,000 square feet at the Weldon Research Center
for its mineralization analyzes and other testing procedures.
Atlantic also has a cancellable contract with EMTEC, Inc., a related
party, for development of the eleven mining claims and the future
operation of the mine and refinery. The contract requires the Company
to pat EMTEC bi-monthly at invoiced cost plus 18% overhead. Total
charges capitalized to development to date are $2,851,984.
As of September 30, 1997 the Company owes these entities $146,152 for
past services and such amount is accrued into development costs for
evening Star Mine.
Note 12 NEW ACCOUNTING PRONOUNCEMENTS:
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets to be Disposed Of" (SFAS 121)
requires that long-lived assets be reviewed for impairment whenever
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The adoption of this statement as of March 31,
1997 had no material effect on the consolidated financial statements.
Statement of Financial Accounting Standards Nos. 123. "Accounting for
Stock-Based Compensation" (SFAS 123) establishes financial accounting
and reporting standards for stock-based employee compensation plans as
well as transactions in which an entity issues it's equity instruments
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to acquire goods or services from non-employees. However, it also
allows an entity to continue to measure compensation cost based on APB
Opinion No. 25, "Accounting for Stock Issued to Employees". The Company
has determined that the fair value of stock transactions is similar to
the issue price at the time of granting and accordingly, has elected to
continue to apply the intrinsic value based method.
In June, 1996, Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" (SFAS No. 125), which provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishment of liabilities occurring after
December 31, 1996 was issued. The adopting of SFAS No. 125 is not
expected to have any impact on the financial statements of the Company.
Note 13 COMPARATIVE FINANCIAL STATEMENTS
Comparative financial data for similar periods in 1996 are not
available. The predecessor Company, Gerant, was in a Chapter 11
Proceedings, which was confirmed as indicated above, and during this
process had little or no operations. Any presentation of the numbers
during that period would cause the reader to have a distorted view from
a comparative standpoint. This will continue until the fourth quarter
of this year, when Comparative Balance Sheets will commence.
Note 14 PURCHASES MADE USING COMMON STOCK
The Company purchased 20,000 Units of Beneficial Interest of Atlantic
Pacific Trust, from Stonehill Investments, Ltd., bringing the total
holding of the Company in Atlantic Pacific Trust to 59%. 250,000 shares
of common stock valued at $0.12 per share, were issued for these Units.
This purchase was executed to complete an agreement that was made to
purchase all the Units from Stonehill Investments, Ltd. This purchase
transaction fulfilled the Company's obligation to this agreement.
14
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ITEM 2. MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Nine months ended September 30, 1997:
Financial Condition:
The Company's working capital resources during the period ended
September 30, 1997 were provided by convertible loans (See Notes to Financial
Statements), stock placements, Revenue bonds, and investments. The formal
business activity of mining did not begin this quarter since the activity is
just in the process of being funded. Sufficient funds have been made available
by related parties for the working capital requirements not filled by other
sources. This will continue until the commencement of operations.
Management believes that the Company's working capital resources and
anticipated cash flow from mining activities will not be sufficient to support
operations during the year ending December 31, 1997, therefore Management has
arranged sufficient financing to fund these activities and to fulfill its budget
requirements. Although Management can offer no assurance that the commitments
for the financing for these activities will be fulfilled.
Results of Operations:
There has not been sufficient time since the emergence from Chapter 11
Proceedings to begin operations. These operation activities are not scheduled to
begin until the second quarter of 1998.
Estimations of Management:
Each year, Atlantic Management estimates or reserves and prepares a
comprehensive mining plan for the then-anticipated remaining life of the mining
property. Other metals could also be present in the ore reserves. Significant
changes to the Company's plans could occur as a result of mining experience, new
ore discoveries, changes in mining process, new investment in equipment and
technology. Also permits may not be renewable under the same terms and
conditions as originally granted. Exploration could not result in recoverable
metals, and the anticipated pilot refinery could not be completed and other
factors.
The Company's management provides no assurance as to the outcome of any
of these matters and resulting adjustments could be material to the Company's
financial condition and operations.
Given the above uncertainties, Atlantic utilizes the values for its
gold ore resources based upon a comprehensive geological report updated by
Christopher L. Pratt, Geologist, dated December 31, 1996, as to ore reserves.
The Company's management in compliance with applicable reporting
guidelines has graded the ore reserves as Probable Reserves (indicated reserves)
until completion of the pilot ore refinery, further mineralization studies,
additional drilling and sampling, and geological feasibility analysis.
15
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
N/A
16
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
XPLORER, S.A.
(Registrant)
Date: November 18, 1997 /s/ Steven Mortensen
--------------------
Steven Mortensen,
Chairman and Secretary
/s/ Jon W. Bice
--------------------
Jon W. Bice (CFO)
17
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