UNITED STATES 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 15, 1998
XPLORER, S. A.
(Exact name of registrant as specified in charter)
NEVADA 0-17874 88-0199674
(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)
(760) 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: 3
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Item 4. Changes in Registrant's Certifying Accountant
(a) At its board meeting on January 15, 1998, the Board of Directors of
Xplorer, S.A. engaged the accountant firm of Brown, Armstrong, Randall & Reyes,
Bakersfield, California, as independent accountant for the Registrant for 1997.
The work of Jay J. Shapiro, C.P.A. was terminated on January 15, 1998.
(b) During the two most recent fiscal years and interim period subsequent
to December 31, 1996, through the date of termination, there have been no
disagreements with Jay J. Shapiro, C.P.A. on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure or
any reportable events.
(c) Jay J. Shapiro, C.P.A.'s report on the financial statements for the
two years 1995 and 1996 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty (except as to "ability to
continue as a going concern"), audit scope or accounting principles.
(d) The Registrant has requested that Jay J. Shapiro, C.P.A. furnish it
with a letter addressed to the SEC stating whether it agrees with the above
statements. The Registrant delivered a copy of this Form 8-K report to Jay J.
Shapiro, C.P.A. on January 22, 1998. Jay J. Shapiro, C.P.A. has provided such
letter which is incorporated into this Form 8-K report as an Exhibit.
Item 7. Financial Statements and Exhibits
c) Exhibits
(1) Letter dated January 22, 1998 from Jay J. Shapiro, C.P.A. to the
Securities and Exchange Commission.
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.
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(Registrant)
By: /s/ Thomas C. Roddy
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Thomas C. Roddy
President and Chief Executive Officer
Date: January 22, 1998
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JAY J. SHAPIRO, C.P.A.
A Professional Corporation
16501 Ventura Boulevard
Suite 650
Encino, California 91436
Tel. (818) 990-4878 Fax (818)990-4944
Securities and Exchange Commission
Mail Stop 9-5
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 of form 8-K of Xplorer, S.A. to be filed with the Securities
Commission dated January 15, 1998 and agree with the statements made in the last
sentence of paragraph (a) and in paragraphs (b) and (c).
/s/ Jay J. Shapiro
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Jay J. Shapiro, C.P.A.
Encino, California
January 22, 1998
