U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO: 000-17874
CUSIP NUMBER: 984 129 10 6
(Check One)
[ X ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For the Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:_______________________________
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Part I - Registrant Information
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Full Name of Registrant: Xplorer, S.A.
Former Name if Applicable: n/a
Address of Principal Executive Office: 4750 Kelso Creek Rd.
Weldon, CA 93283
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[x]
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reason why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant changed accounting firms in January of 1998, pursuant to
which the Registrant filed a Form 8-K with the Securities and Exchange
Commission on February 4, 1998. The new accounting firm, Brown,
Armstrong, Randall & Reyes, was engaged on January 15, 1998, and has
been unable to furnish the Registrant with its financial report for
the period ended December 31, 1997 as of this date.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Steven B. Mortensen, (702) 699-5400
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[x] yes [ ] no
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[ ] yes [x] no
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Xplorer, S.A. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: 3/31/98
By: /s/ STEVEN B. MORTENSEN
Steven B. Mortensen
Chairman of the Board
