XPLORER S A
8-K, 1998-05-13
GOLD AND SILVER ORES
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            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):  May 1, 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)

2929 S. Maryland Parkway, Las Vegas, NV                   89109
  (Address of principal executive offices)              (Zip Code)

                             (702) 320-3050
        (Registrant's telephone number, including area code)

4750 Kelso Creek Road, Weldon, California                 93283
    (Former name or former address, if changed since last report)

Total sequentially numbered pages in this document: 2
                                                   ---




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<PAGE>



Item 1.   Change In Control Of Registrant

      Effective on May 1, 1998,  Registrant engaged Joseph De Beauchamp as Chief
Executive Officer of Registrant.  Mr. De Beauchamp was also elected as President
by the Board of Directors with the effective date of May 1, 1998.  

Item 5.   Other Events

      Effective on May 1, 1998,  Registrant  moved to its  home State of  Nevada
and  a  change  of  address  and  phone number occurred.  The new numbers are as
follows:

         2929 S. Maryland Parkway
         Las Vegas, NV 89109
         Phone: (702) 320-3050
         Fax: (702) 699-5462

Item 6.   Resignation of Registrant's Directors

      Effective May  1,  1998,  Registrant  hereby  reports  the  Mike  Moreland
submitted a verbal resignation as Director and as Chief Operating Officer.   Mr.
Moreland's statement to the Board was that he wanted the freedom to pursue other
endeavors and that he would continue to assist the efforts of the Board to build
Registrant.

      Replacing Mr. Moreland  on the Board of Directors is,  as indicated above,
Joseph De Beauchamp.



                            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.
                              -------------
                              (Registrant)


Date: May 13, 1998           By: /s/ Joseph De Beauchamp
                                 ----------------------------
                                 Joseph De Beauchamp, President


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