SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934.
Date of Report (Date of earliest event reported): January 6, 1997
XPLORER, S . A.
(Exact name of registrant as specified in charter)
NEVADA 0-17874 95-4280610
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
4750 Kelso Creek Road, Weldon, California 93283
(Address of principal executive offices) (Zip Code)
(619) 378-3936
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Total sequentially numbered pages in this document: 2
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Exhibit index page number: -0-
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Item 4. changes in Registrant's Certifying Accountant.
The Registrant has been without independent auditors since
its last audit of March 31, 1993. Prior auditors were not
retained due to lack of funds of the Registrant. The
Registrant filed for Chapter 11 protection on March 1, 1994
and has been inactive since that time, until July 24, 1996,
when the Registrant's Third Amended Plan of Reorganization,
under Chapter 11 of the U. S. Bankruptcy Code, was
confirmed by the Bankruptcy Court. Management is not aware
of any disagreements with prior accountants on any matters
of accounting principles or practices or financial
statement disclosure.
On January 6, 1997, the Board of Directors approved the
engagement of the accounting firm of Jay J. Shapiro, CPA, a
professional corporation, as the Registrant's principal
accountants to audit the Registrant's financial statements.
Prior to their engagement, the Registrant consulted with
Mr. Shapiro regarding the appropriate accounting treatment
for the assets of the natural resources of Registrant.
Mr. Shapiro advised that the appropriate accounting
principles required predecessor historical basis accounting
for such assets.
Item 8. Change in Fiscal Year
On January 6, 1997, the Board of Directors of the Registrant,
after discussions with its new accountants, unanimously
approved a change in the Registrant's fiscal year from
September 30 back to its original December 31. The Registrant
will file a Form 10-QSB for the quarter ending
September 30, 1996, and a Form 10-KSB for the year ending
December 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
XPLORER, S. A.
By: /s/ Thomas C. Roddy
Thomas C. Roddy
President and Chief Executive Officer
Date: January 6, 1997.
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