UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(x) Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
OR
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition period from___to___
Commission file number 0-17874
XPLORER, S.A.
(Exact name of registrant as specified in its charter)
Nevada 88-0199674
------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4750 Kelso Creek Road, Weldon, CA 93283
--------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Phone: (619) 378-3936 Fax: (619) 378-1066
(Registrant's telephone number, including area code)
Gerant Industries, Inc. - March 31, 1997
--------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes (X) No ( )
As of September 30, 1996, there were 16,682,656 shares of common stock ($0.001
par value) issued and outstanding.
Total sequentially numbered pages in this document: 8
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Xplorer, S.A.
Balance Sheet
As of September 30, 1996
Assets:
(Unaudited)
Cash (Note 3) $ 528,316
Accrued interest receivable (Note 4) 36,667
Note receivable - Sym-Tek (Note 5) 16,000
Office equipment (Net of depreciation of $0.00) (Note 6) 2,917
United Realty Investment (Note 7) 500,000
Units of beneficial interest in Atlantic Pacific Trust (Note 8) 6,080,250
-----------
Total Assets $ 7,164,150
===========
Liabilities and Shareholder Equity
Liabilities:
Note payable (Note 11) $ 450,000
Accrued legal fees (Note 9) 257,000
Pre-petition creditor debt (Note 10) 27,771
-----------
Other accrued expenses
Total Liabilities 734,771
-----------
Shareholders' Equity (Note 8):
Preferred Stock, par value $0.001, authorized Fifteen Million
(15,000,000), and One Million Forty Three Thousand One
Hundred (1,043,100) shares issued and outstanding 1,043
Common Stock, $0.0001 par value, authorized sixty
million (60,000,000) shares, sixteen million six hundred
eighty three thousand (16,683,000) shares issued and outstanding. 16,683
Additional paid in capital 6,411,653
-----------
Total Shareholder Equity 6,429,379
-----------
Total Liabilities and Equity $ 7,164,150
===========
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
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<TABLE>
<CAPTION>
XPLORER, S.A.
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Note 8)
For the Period Ended September 30, 1996
Additional
Common Stock Preferred Stock Paid In Retained
Shares Amount Shares Amount Capital Earnings Total
------ ------ ------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, August 15, 1996 16,500,000 $16,500 1,043,100 1,043 $6,322,607 0 $6,340,150
Entries For Quarter Ending
September 30, 1996
Stock issued pursuant to Plan
for Creditors 182,656 183 0 0 89,046 0 89,229
Profit or (Loss) for period
-------------------------------------------------------------------------------------------------
BALANCE, September 30, 1996 16,682,656 $16,683 1,043,100 $1,043 $6,411,653 $0 $6,429,379
=================================================================================================
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
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</TABLE>
<PAGE>
Xplorer, S.A.
Notes to Financial Statements (Unaudited)
For the 1.25 Month Period Ended September 30, 1996
Note 1 ORGANIZATION AND SUMMARY
Xplorer, S.A., the Company (successor to Gerant Industries, Inc.) was
organized by adoption of amended and restated Articles of Incorporation
dated July 5, 1996 and filed with the office of the Secretary of State for
the State of Nevada on August 15, 1996.
Gerant Industries, Inc. (Gerant), filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Court for the Central
District of California on March 1, 1994 as BK No. LA 94-17852-AA.
On July 17, 1996 the court confirmed Gerant's third amended plan of
reorganization. The order confirming the plan was entered on July 24,
1996. The date of implementation of the plan was August 5, 1996.
The plan approved the amendment of the Articles of Incorporation and
By-laws, change of corporate name, authorization of common and preferred
shares of stock, payment of claims and issuance of stock.
The Company does not have an Operating Statement, or Cash Flow Statement,
as is required under Form 10-Q, General Filing Requirements of Form 10-Q,
as it was in bankruptcy and had no activity for the prior nine (9) month
period.
Xplorer, S.A. is a natural resource capital management corporation,
specializing in the capitalization of natural resource business
organizations in which Xplorer, S.A. has ownership.
Note 2 TRANSFER OF ASSETS AND LIABILITIES
Xplorer, S.A. has acquired the assets and assumed the liabilities pursuant
to provisions outlined in the "Debtors Third Amended Plan of
Reorganization" submitted by Gerant Industries, Inc. and approved by the
United States Bankruptcy Court, as herein discussed.
Under the plan, the new company was to receive all of the assets of Gerant
and assume the liabilities at the predecessor basis.
Note 3 CASH
The cash balance in the sum of $73,316 is held in Trust by the law offices
of Robinson, Diamant, Brill and Klausner, Los Angeles, California. This
account was established pursuant to court proceedings involving Gerant and
funds become available as of December 31, 1996. The balance of $455,000 is
deposited in money market account at Paine Weber.
4
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Note 4 ACCRUED INTEREST RECEIVABLE
This accrued interest is a receivable from United Realty Group Limited
Partnership (see Note 6 below). The note bears pays interest only monthly.
Note 5 SYM-TEK NOTE RECEIVABLE
SYM-TEK has filed Chapter 11 Bankruptcy Proceedings. Gerant had a $350,000
claim against Sym-Tek. $16,000 was received on January 23, 1996. An
estimated additional $16,000 is expected to be received from the final
distribution by Sym-Tek.
Note 6 FIXED ASSETS
Fixed assets are consisted of computer equipment. The gross assets are
$7,500, Accumulated depreciation is $4,583 and the Net Asset is $2,917.
Note 7 UNITED REALTY INVESTMENT
This investment consist of a promissory note at 8% per annum, interest
only paid monthly and due August 18, 1997 and 500,000 class C Units of
United Realty Group Limited Partnership redeemable by issuer at $1.00 per
unit in August, 1997. This obligation is secured by a 75% tenant in common
interest in the net proceeds from the Southwood Plaza Shopping Center in
Charlotte, North Carolina.
Note 8 UNITS OF BENEFICIAL INTEREST
Atlantic Pacific Trust (Atlantic) is a natural resource company. The
reorganization plan of Gerant provided that holders of approximately
500,000 units of Beneficial Interest in Atlantic would exchange those
units for approximately 1,250,000 preferred shares of Xplorer, S.A. stock.
To date, 417,240 units of Beneficial Interest have been exchanged for
1,043,100 shares of stock.
The Plan also provided that an additional 500,000 Units of Beneficial
Interest would be sold to the debtor in return for Debtor Notes. There
were actually 585,560 units sold for Debtor Notes and those notes have
since been converted to approximately 14,639,000 shares of common stock.
Xplorer, S.A. has also acquired an additional 2,200 units for $110,000.
Therefore 417,240, plus 585,560, plus 2,200 equals 1,005,000 units of
equity position in Atlantic as held by the Company at 9/30/96. These units
have been reflected on the books at historical cost basis of $6.05 per
unit, for a Balance Sheet value of $6,080,250.
5
<PAGE>
The audit of August 15, 1996 included the Preferred and Common stock at
Market value as a result of the values accepted by the Bankruptcy Court in
the Disclosure Statement for Gerant Industries. These values have been
revised downward to reflect actual cost rather than Market. the result of
these value changes were the result of the realization that control of
Xplorer shifted to Beneficial Holders of Atlantic, thus the transaction
had to be valued at cost rather than Market. These adjustments are
reflected in The Statement of Changes in Stockholders' Equity.
Note 9 ACCRUED LEGAL FEES
The legal fees were the result of the Reorganization of Gerant Industries,
Inc. Debtor In Possession Bankruptcy. Atlantic Pacific Trust has agreed to
purchase the $257,000 legal fees claimed by the law firm of Robinson,
Diamant, Brill and Klausner. Upon the purchase Atlantic will exchange
257,000 units of Xplorer for discharge of this obligation as approved in
the Third Amended Plan of Reorganization of Gerant. Each unit represents
one share of common stock and two warrants to purchase common stock which
expire in 2001.
Note 10 PRE-PETITION CREDITOR DEBT
There is a balance of approximately $27,771 in claims to be settled per
the approved Third Amended Plan of Reorganization of Gerant.
Note 11 NOTE PAYABLE
Xplorer borrowed $450,000 from Gardner Investments. The terms of the note
are interest only paid monthly. The interest rate is eight (8) percent per
annum. The note is due and payable November 1, 1997. The note is
convertible, at the option of the holder, at any time for 150,000 shares
of common stock of Xplorer.
ITEM 2. MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
For the three months ended September 30, 1996:
Financial Condition:
The Company's working capital resources during the period ended September 30,
1996 were provided by convertible loans (See Notes to Financial Statements), and
stock placements. The formal business activity of mining did not begin this
quarter since the activity is just in the process of being funded. Sufficient
funds have been made available by related parties for the completion of all
requirements of the Plan Of Reorganization reported in the 8K of August 15,
1996.
6
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Management believes that the Company's working capital resources and
anticipated cash flow from mining activities will not be sufficient to support
operations during the year ending December 31, 1996, therefore Management has
arranged sufficient financing to fund these activities and to fulfill its budget
requirements.
Results of Operations:
There has not been sufficient time since the emergence from Chapter 11
Proceedings to begin operations. These operation activities are not scheduled to
begin until the first quarter of 1997.
Estimations of Management
The Plan of Reorganization and Disclosure Document approved by the
Bankruptcy Court on July 24, 1996 included values of the gold ore reserves
that were acquired as part of the Plan. The Company's portion of these gold
ore reserves is 59%. The valuation is based upon a comprehensive geological
reserve study conducted by geologist Christopher L. Pratt, which said
report was updated December 31, 1996.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
8-K filed September 12, 1996
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
XPLORER, S.A.
(Registrant)
Date: January 13, 1997 /s/ Steven Mortensen
--------------------
Steven Mortensen,
Chairman and Secretary
/s/ Jon W. Bice
--------------------
Jon W. Bice (CFO)
8
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 528,316
<SECURITIES> 0
<RECEIVABLES> 52,667
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,917
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,164,150
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
1,043
<COMMON> 16,683
<OTHER-SE> 6,411,653
<TOTAL-LIABILITY-AND-EQUITY> 7,164,150
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
