SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2000     Commission file number 0-17874

                              NetHoldings.Com, Inc.
                            (Formerly Xplorer, S.A.)
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                            2929 S. Maryland Parkway
                             Las Vegas, Nevada 89109
                    (Address of Principal Executive Offices)

                                   88-0199674
                      (I.R.S. Employer Identification No.)

       Registrant's telephone number, including area code: (702) 699-5400

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Revenues for its most recent year ended December 31, 2000: $ -0-. As of March
31, 2001 the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.(See definition of affiliate in Rule 12b-2 of the Exchange Act) was
approximately: $620,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. At March 31, 2001, the registrant had
1,578,737 shares of common stock, $.001 par value, issued and outstanding.
<PAGE>


                                TABLE OF CONTENTS


                                                                           Page

                                     PART I

Item 1.  Business...........................................................  3

Item 2.  Properties.........................................................  6

Item 3.  Legal Proceedings................................................... 6

Item 4.  Submission of Matters to a Vote of Security Holders................. 6

                                     PART II

Item 5.  Market for Company's Common Equity and Related Stockholder matters.. 6

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 7

Item 7.  Financial Statements................................................ 9

Item 8.  Change in and Disagreements With Accountants........................ 9

                                    PART III

Item 9.  Directors and Executive Officers................................... 10

Item 10. Executive Compensation............................................. 11

Item 11. Security Ownership of Certain Beneficial Owners and Management......13

Item 12. Certain Relationships and Related Transactions......................14

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K....................................14

         Index to Consolidated Financial Statements .........................F-i


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<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Introduction

NetHoldings.Com, Inc. ("NetHoldings.Com"or "The Company") was originally
incorporated as L.A. Entertainment, Inc. under the laws of the State of Nevada
on May 2, 1984. In 1992, the Company changed its name to Gerant Industries, Inc.
("Gerant"); in August, 1996 changed its name to Xplorer, S.A. ("Xplorer") and in
August, 1999, further changed its name to NetHoldings.Com, Inc.

On March 1, 1994, Gerant filed a petition for reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California. Gerant operated as a debtor-in-possession until
the United States Bankruptcy Court entered an order confirming its Third Amended
Plan of Reorganization (the "Plan") on July 24, 1996, and the Plan became
effective August 5, 1996. Included in the Plan was the valuation utilized by
Atlantic Pacific Trust ("APT") for its gold ore reserves. These values are based
upon a comprehensive geological reserve study.

Pursuant to the Plan, certain holders of Units of Beneficial Interest ("UBI's")
in the Atlantic Pacific Trust, LLC ("APT LLC"), the successor in interest in the
corporate reorganization of APT, exchanged 417,240 UBI's on August 5, 1996, the
effective date of the Plan, for 1,043,000 shares of preferred stock of the
Company. Prior to August 5, 1996 APT had provided the necessary capital and
arranged loans for the successful completion of the Plan.

Additionally, APT LLC holders of approximately $29,278,000 principal value of
XPLORER promissory notes issued pursuant to the Plan ("Debtor Notes") converted
the Debtor Notes into approximately 14,639,750 shares of XPLORER common stock.
Furthermore, holders of securities in the Company during the pendency of the
Gerant bankruptcy proceedings shared pro rata in a distribution of 400,000 Units
consisting of one (1) share of XPLORER's common stock and one (1) Class A
Warrant entitling the holder to purchase one (1) share of XPLORER's Common Stock
one (1) year from the August 5, 1996 effective date of the Plan, at 70% of the
asking price of the Company shares. Warrants need to be exercised within 30 days
of August 5, 1997. Subsequently the Class A Warrants were extended until
February 1998, at which time all Warrants were either exercised or expired.

In November, 1996, the Company acquired an additional 189,960 UBI's of APT in
exchange for 237,550 shares of its preferred stock. In September,1997, the
Company acquired an additional 20,000 UBI's of APT in exchange for 125,000
shares of its common stock.

Effective September 30, 1999, the Company assigned all its rights and interest
in APT to an unrelated entity in exchange for a fully reserved for note owned by
that entity. The note received although fully reserved for was collateralized by
marketable securities with a market value of approximately $450,000. The Company
anticipates beginning default proceedings on the note to foreclose on the
collateral. The note is currently being carried at zero value in the financial
statements.

In August, 1999, the Company converted a Note payable in the amount of $450,000,
into 75,000 shares of the common stock of the Company, and in September, 1999,
converted all 1,280,550 shares of its Preferred Stock owned by a single
shreholder into 12, 805,500 shares of Xplorer, S.A. common stock.

In August 2000, the Company effected a 1 for 2 reverse stock split and in
December 1999, the Company effected a 1 for 40 reverse stock split. All share
information presented herein has been adjusted to

                                        3
<PAGE>

give effect to these splits.

Currently, the Company is a development stage enterprise and has not achieved
its intended operations or related revenue as of March 31, 2001.

The Company's principal executive offices are located at 2929 South Maryland
Parkway, Las Vegas, Nevada, 89109, and its telephone number is (702)699-5400.

CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

With the exception of historical matters, the matters discussed in this report
are forward- looking statements that involve risks and uncertainties that could
cause actual results to differ materially from targeted or projected results.
Such forward-looking statements include statements regarding targets for gold
production, cash operating costs and certain significant expenses, schedules for
completion of detailed feasibility studies and initial feasibility studies,
potential increases in reserves and production, the timing and scope of future
drilling and other exploration activities, expectations regarding receipt of
permits and commencement of mining or production, anticipated recovery rates and
potential acquisitions or increases in property interests. Factors that could
cause actual results to differ materially include, among others, changes in gold
and other mineral prices, unanticipated grade, geological, metallurgical,
processing, access, transportation of supplies or other problems, results of
current exploration activities, results of pending and future feasibility
studies, changes in project parameters as plans continue to be refined,
political, economic and operational risks of foreign operations, availability of
materials and equipment, the timing of receipt of governmental permits, force
majeure events, the failure of plant, equipment or processes to operate in
accordance with specifications or expectations, accidents, labor relations,
delays in start-up dates, environmental costs and risks, the outcome of
acquisition negotiations and general domestic and international economic and
political conditions, as well as other factors described herein or in the
Company's filings with the U.S. Securities and Exchange Commission. Many of
these factors are beyond the Company's ability to predict or control. Readers
are cautioned not to put undue reliance on forward-looking statements. See "Risk
Factors" for items which could affect forward-looking statements.

General Business

Proposed Operations

From July, 1995 through December 1999, the Company through APT was anticipating
exploring and developing a mining operation, building a pilot refinery and
operating the Evening Star Mine. As a result of lack of capital, the Company
ceased its mining operations while it sought additional capital. As previously
noted, in September, 1999, the Company exchanged its interest in APT for a fully
reserved for note receivable.

Currently, the Company intends to use various sources in its search for
potential business opportunities including its officers and directors,
consultants, special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present management with
unsolicited proposals. The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence or development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. The most likely scenario for a possible
business arrangement would involve the acquisition of


                                        4
<PAGE>

or merger with an operating business which does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.

Evaluation Criteria

Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. Management may elect to engage
outside independent consultants to perform preliminary analyses of potential
business opportunities. However, because of the Company's lack of capital it may
not have the necessary funds for a complete and exhaustive investigation of any
particular opportunity. Further, no member of management is a professional
business analyst and management will rely on its own business judgment in
formulating the types of businesses that the Company may acquire. It is quite
possible that management will not have any business experience or expertise in
the type of business engaged in by any potential acquisition or merger
candidate.

In evaluating such potential business opportunities, the Company will consider,
to the extent relevant to the specific opportunity, several factors including
potential benefits to The Company and its shareholders; working capital,
financial requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition; quality and
experience of management; need for further research, development or exploration;
potential for growth and expansion; potential for profits; and other factors
deemed relevant to the specific opportunity. Because The Company has not located
or identified any specific business opportunity to date, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no assurance
following consummation of any acquisition or merger that the business venture
will develop into a going concern or, if the business is already operating, that
it will continue to operate successfully. Many of the potential business
opportunities available to The Company may involve new and untested products,
processes or market strategies, which may not ultimately prove successful.

Presently, The Company cannot predict the manner in which it might participate
in a prospective business opportunity. Each separate potential opportunity will
be reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which The
Company participates in a specific business opportunity will depend upon the
nature of that opportunity, the respective needs and desires of The Company and
management of the opportunity, and the relative negotiating strength of the
parties involved. Actual participation in a business venture may take the form
of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, The Company does not intend to participate in
opportunities through the purchase of minority stock positions.

Because The Company has not yet identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to The Company's lack of funds, it
may be difficult to successfully compete with these other companies.


                                        5
<PAGE>

As of this date, The Company had three employees, who are also officers and
directors. The Company has no plans for retaining employees until such time as
the Company's business warrants the expense, or until the Company successfully
acquires or merges with an operating business.

Financing

Between February, 1996 and January, 1997, APT issued Industrial Revenue Bonds,
Investment Certificates, Gold Ore Contracts and Bond Certificates as a means of
providing working capital for its exploration operations. At September 30, 1999,
the date of the exchange for the APT interests, APT had $1, 756,000 payable
pursuant to these agreements. The Company is not liable for the debt owed by APT
that was previously included in the consolidated financial statements.

Regulation

As a result of the exchange for APT, the Company's operations are no longer
subject to comprehensive regulation with respect to operational, environmental,
safety and similar matters by federal agencies including the U.S. Department of
the Interior, the U.S. Department of Agriculture (U.S. Forest Service), the U.S.
Environmental Protection Agency ("EPA"), the U.S. Mine Safety and Health
Administration ("MSHA") and similar state and local agencies.

Competition

As the Company is a development stage enterprise without any current operations,
the effect of competition on any future operations can not be determined at this
time.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company's executive offices are located in a rented executive suite at 2929
S. Maryland, Las Vegas, Nevada 89109. The facility is provided free of charge to
the Company by one of the Company's shareholders. The Company considers the
facilities adequate for current needs.

ITEM 3.  LEGAL PROCEEDINGS

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to shareholders during the fourth quarter of the
fiscal year ended December 31, 2000.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's Common Stock was inactive for from June 23, 1984 until September
22, 1997, when it began trading on the Bulletin Board Over-the-Counter Market.
The trading market is limited and sporadic and should not be deemed to
constitute an "established trading market".

The following table sets forth the range of Bid and Ask prices for the Common
Stock during the periods


                                        6
<PAGE>

indicated, and represents inter-dealer prices, which do not include retail
mark-ups and mark-downs, or any commission to the broker-dealer, and may not
necessarily represent actual transactions.


          2000                       Bid(1)          Asked(1)
Quarter ending December 31, 2000     $  1.25         $  4.75
Quarter ending September 30, 2000    $  1.75         $ 16.00
Quarter ending June 30, 2000         $  1.75         $  5.00
Quarter ending March 31, 2000        $  1.50         $  4.00

          1999
Quarter ending December 31, 1999     $  7.20         $  17.60
Quarter ending September 30, 1999    $  7.20         $  14.40
Quarter ending June 30, 1999         $  6.40         $  22.40
Quarter ending March 31, 1999        $  2.40         $  22.40

     (1) Amounts presented have been adjusted to give retroactive effect to the
1 for 2 reverse stock split in August 2000 and the 1for 40 reverse stock split
in December 1999.

(a)  Holders:

     The approximate number of holders of record of Common Shares, as of March
31, 2001, was 510.

(b)  Dividends:

     The Company has not paid cash dividends on its common stock since its
     inception. At the present time, the Company's anticipated working capital
     requirements are such that it intends to follow a policy of retaining any
     earnings in order to finance the development of its business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read together with the financial
statements and notes thereto included elsewhere herein.

I   Gerant emerged from its Chapter 11 proceeding in August 1996. Prior to that
    date, the reorganization with Xplorer, S.A., Gerant had no significant
    operations, cash flows, or changes in financial condition, and was inactive
    since January 1, 1994. Legal fees incurred during the bankruptcy period are
    currently accrued by the Company.

II  Plan of Operation

    Through September 30, 1999, the Company through its subsidiary APT had been
    preparing for the construction of a Pilot Plant to process both new and
    existing ore of the Evening Star Mine (the "Mine") location. The Pilot Plant
    had been expected to demonstrate the feasibility of extraction of the
    precious metals contained within the ore.


                                        7
<PAGE>


    The new business strategy of the Company is to make acquisitions of or
    investments in what management considers to be businesses which present the
    greatest opportunities for growth: entertainment, communications(including
    the Internet), financial services, natural resources and consumer goods.

III Management's Discussion and Analysis of Financial Condition and Results of
    Operations

    The Company is a development stage enterprise and, as such, is incurring
expenses related to its search for new business opportunities. The Company
continues its efforts towards achieving a profitable operation and, although
management is confident of achieving that goal, the Company cannot assure its
shareholders that it will be successful in operating a profitable business.

Results of Operations

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

There were no revenue generating operations during 2000 and 1999 and,
consequently, no operating revenues or cost of revenues were recorded.

General and administrative expenses were $1,105,000 in 2000 compared to $334,000
in 1999 as a result of only limited operations in both 2000 and 1999. General
and administrative costs in 2000 were comprised primarily of non cash
compensation paid in shares of common stock of $353,000 to directors and
consultants, and $567,000 as a finders fee. Other expenses accrued in 2000 were
advisory fees, legal and accounting and general administrative costs of
$185,000. The 1999 costs were comprised of a restructuring fee of $270,000,
advisory fees of $40,000 and professional services of $31,000.

Liquidity and Capital Resources

As of December 31, 2000 the Company had a working capital deficiency of $95,000,
a decrease of $375,000 from 1999. The decrease was attributable to the Company
settling through the issuance of common stock the majority of its accrued
expenses during 2000. The Company had $1,000 cash at December 31, 2000.

The Company's plan is to keep searching for additional sources of capital and
new operating opportunities. In the interim, the Company's existence is
dependent on continuing financial support from investors, which amount is
estimated to be minimal for the next fiscal year based upon current operations.
Furthermore, the Company may have to utilize its common stock for future
financial support to finance its needs. Such conditions raise substantial doubt
about the Company's ability to continue as a going concern. As such, the
Company's independent accountants have included an explanatory paragraph with
respect to the uncertainty.

The Company has no commitments for capital expenditures or additional equity or
debt financing and no assurances can be made that its working capital needs can
be met.

Additionally, as of December 31, 2000, the Company had three employees including
officers and directors.




                                        8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The following financial statements are included as a separate section following
the signature page to this Form 10-KSB and are incorporated herein by reference:

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                           Page

         Report of Independent Auditor..................................... F-1

         Consolidated Balance Sheet........................................ F-2

         Consolidated Statement of Operations for the year ended
          December 31, 1999................................................ F-3

         Consolidated Statement of Shareholders' Equity for
          the year ended December 31, 1999................................. F-4

         Consolidated Statement of Cash Flows for the year
          ended December 31, 1999.......................................... F-7

         Notes to Financial Statements...................................F-9-17

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

         None




                                        9
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.


     Name                  Age               Position
Steven B. Mortensen         40     Chairman of the Board and President
Leonard J. Roman            51     Director and Chief Financial Officer
Jon L. Lawver               62     Director and Secretary
Jon W. Bice  (1)            56     Former Director, Treasurer and
                                    Chief Financial Officer
Thomas C. Roddy, PE. (1)    48     Former Director
Joyce J. Pellet  (1)        64     Former Director
Benjamin C. Rice  (1)       62     Former Director
______________________________

  (1)As part of a restructuring of Company in July 1999, Mr. Bice, Mr. Roddy,
Ms. Pellet and Mr. Rice resigned their positions as Officers and Directors of
the Company.

Steven B. Mortensen, Chairman of the Board since July, 1996 and President since
June 1998. Mr. Mortensen was Secretary from July, 1996 to June 1998. Mr.
Mortensen majored in computer science and math at Brigham Young University.
Previously, in 1991, Mr. Mortensen was senior vice president of the "B" paper
division of Trump Mortgage Group Inc. Mr. Mortensen's other past positions
include: President of North Star Industries, a mining, residential and
commercial contractor; President and owner of Hillcrest Development and Land,
Sales and Marketing Director of Mortensen Construction and Lifestyle Homes, Inc.

Leonard J. Roman has been Chief Financial Officer and a director since July 1999
and has 30 years of diversified public and private business management
experience. Since 1997, Mr. Roman has provided consulting services and has
served, for brief periods lasting usually not more than six months, as Chief
Financial Officer of various publicly held and privately held companies in
conjunction with such financial and corporate restructuring services. In
addition to his position with the Company, Mr. Roman currently serves as Chief
Financial Officer of NuOasis Resorts, Inc., Oasis Resorts, Inc. and NewBridge
Capital, Inc. From 1991 to 1994, he was General Manager and Chief Financial
Officer of Cosmar Corporation, from 1995 to 1997 he was President of Trumpets
Holdings, Inc. and was Executive Vice President, Chief Financial Officer of W-C
Designs, Inc. He is a CPA with a B.S. degree from St. John's University.

Jon L. Lawver has served as Director and Secretary since July 1999. Mr. Lawver
has been President and director of the Fantastic Foods International, Inc., a
wholly owned subsidiary of NuOasis Resorts, Inc., since June 1993. Mr. Lawver
has twenty-two (22) years of experience in the area of bank financing where he
has assisted companies in locating financing for small to medium size companies
primarily for expansion requirements. While assisting companies with their
financing requirements, Mr. Lawver has been under consulting contracts through
J. L. Lawver, Corp., a financial consulting firm, which he formed in 1973, after
an 11-year career with Bank of America, NT&SA (the "Bank"). He began his
employment with the Bank in l961 and ended his employment in 1972 as Branch
Manager of three of the Bank's offices. Since 1988, Mr. Lawver has also served
as president and director of Eurasia Finance & Development Corp., a private


                                       10
<PAGE>

finance and equipment leasing company. Mr. Lawver has a Bachelor of Science
degree from the Widener University and has completed graduate courses with the
American Institute of Banking and University of California at Los Angeles.

Jon W. Bice former director, treasurer and chief financial officer has operated
his own accounting and tax business since 1971. He prepares over 600 individual
tax returns, 40 corporate returns, and 15 partnership returns per year. His tax
practice is national with clients in 29 states, ranging from small, individual
businesses to $100 million multi-national corporations.

Thomas C. Roddy, former director and President, Chief Executive Officer from
July, 1996 to June 1998. Mr. Roddy is a registered civil engineer in the State
of California. He received a B.S. in civil engineering from California State
University, Fresno in 1978. From 1978 through 1985, Mr. Roddy was a senior
engineer for Boyle Engineering Corporation, Bakersfield, California. Since 1985,
Mr. Roddy has been a consulting engineer in Bakersfield, California. His
engineering background is extensive and includes experience as project
manager/engineer for various mining projects in California and Nevada.

Joyce J. Pellet former director, presently serves as trustee of Bedrock Trust,
which owns and manages several rental properties. She also actively serves as
trustee for Sequoia Trust and was co-trustee of Atlantic Pacific Trust.

Benjamin C. Rice, former director, is an attorney licensed to practice in the
State of Idaho. He received a B.S. in psychology and economics from Brigham
Young University in 1964 and a Juris Doctorate degree from Golden Gate
university in 1971. He has been engaged in the private practice of law since
1988, specializing in constitutional law, trust, tax law, asset protection and
mining law. He serves as corporate counsel for several corporations and trusts,
including Atlantic Pacific Trust and Emtec, Inc. Mr. Rice has been a law
professor at National University and has served as general counsel for an
operating mining company, Toone- Mitchell Mining Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company and Exchange with copies of all Section
26(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5 was
required for such persons, the Company believes that, other than as disclosed
below, during the fiscal year ended December 31, 1997, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

All of the officers, directors and ten percent shareholders , including Messrs.
Moreland, Roddy, Mortensen, Bice and Rice, Ms. Pellet, and Atlantic Pacific
Trust, LLC, failed to report timely on Form 3's when they had become directors,
officers and ten percent shareholders of the Company at the confirmation by the
Bankruptcy Court of the Third Amended Plan in August 1996. Procedures and
controls have been instituted to assure future compliance with Section 16(a) of
the Exchange Act.



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<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

No executive officer of the Company earned in excess of $60,000 during the years
ended December 31, 2000, 1999 and 1998, respectively, less any stock incentives
issued. There are no written employment agreements with any employee of the
Company.

In April 2000, in connection with a Form S-8 registration statement filed with
the Securities and Exchange Commission, the directors and officers of the
Company and others received shares of common stock of the Company for services
rendered. Mr. Mortensen, Chairman of the Board and President received 117,334
shares of common stock.

1997 Stock Incentive Plan

On January 24, 1997, the Company's Board of Directors approved a 1997 Stock
Incentive Plan (the "1997 Plan"). The purpose of the 1997 Plan is to enable the
Company to recruit and retain selected officers and other employees by providing
equity participation in the Company to such individuals. Under the 1997 Plan,
regular salaried employees, including directors who are full time employees, and
non-employee directors, may be granted options exercisable at not less than 100%
of the fair value of the share at the date of grant. The exercise price of any
option granted to an optionee who owns stock possessing more than 10% of the
voting power of all classes of stock of the Company must be 110% of the fair
market value of the Common Stock on the date of grant and the duration may not
exceed ten years. Since there was no public market for the Company's shares at
the time of previous grants, the fair market value had been previously
determined by the Board of Directors. The duration of options may not exceed ten
years. Options under the Plan are nonassignable, except in the case of death and
may be exercised only while the optionee is employed by the Company, said
employment shall include a leave of absence, with the consent of the Company,
but shall not exceed three months, or death. The purchase price and number of
shares that may be purchased upon exercise of options are subject to adjustment
in certain cases, including stock splits, recapitalizations and reorganizations.

The amount of options granted and to whom, are determined by the Board of
Directors at their discretion. There are no specific criteria, performance
formulas or measures.

Under the 1997 Plan, of the 1,500,000 shares available for grant, 680,000 were
granted in January 1997 to officers, directors, consultants, and employees.

In October 1999, in anticipation of the 40 for 1 stock split to be effected in
December, the Board of Directors of the Company amended the 1997 Plan such that
the number of shares covered by the 1997 Plan, 1,500,000 were not to be adjusted
for the split. Further, the purchase price for each share to be issued upon
exercise of then outstanding options was adjusted to $4.00 per share. The
expiration date and other terms in the 1997 Plan were not changed. Outstanding
options under the Plan in September 2000, were adjusted for the 1 for 2 reverse
stock split.

The following table sets forth certain information with respect to all qualified
stock options held as of March 31, 2001 by the Company's executive officers
under the 1997 Plan. All options are exercisable at a price equal to fair market
value on date of grant and terminate 10 years from date of grant. None of these
options has been exercised.



                                       12
<PAGE>


                              Number of   Exercise       Expiration
        Name                   Options   Price/Share         Date
  Steven B. Mortensen          75,000     $ 4.00        January 30, 2007
  Thomas C. Roddy              37,500       4.00        January 30, 2007
  Jon W. Bice                  37,500       4.00        January 30, 2007
  All executive officers
   as a group                  75,000       4.00        January 30, 2007
   (1 person)


Non-Qualified Stock Options

On January 31, 1997, 40,000 non-qualified stock options were granted to two
persons in consideration for services rendered to the Company. The exercise
price for all options has been adjusted to $4.00 per share, as a result of the 1
for 2 reverse stock split in September 2000. None of these options has been
exercised. All of these options expire on January 30, 2007.

Effective June 30, 1999, in connection with an Advisory and Management Agreement
entered into by the Company and Fred G. Luke, doing business as NuVen Advisors,
Inc., 1,500,000 non-qualified stock options were granted to NuVen Advisors, Inc.
 . The exercise price of these options has been adjusted to $1.00 per share. The
options expire on June 30, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

The following table sets forth certain information, as of March 31, 2001, with
respect to the beneficial ownership of the Company's Common Stock, par value
$.001 per share, by holders of more than five percent of the Company's Common
Stock, by each director and executive officer of the Company, and by all
directors and officers of the Company as a group.


     Name and Address of         Number of Shares          Percent
       Beneficial Owner        Beneficially Owned(1)      of Class(2)
  Steven B. Mortensen                122,022(3)               7.7%
  Leonard J. Roman                   15,000                   *
  Jon L. Lawver                      15,000                   *
  Bersh (International)
    Ventures, Limited                500,000(4)              31.7%
  NuVen Advisors, L.P.               350,000(5)              22.2%
  Financiera Intervest S.A.          216,038(6)              13.7%
  European Holdings, Inc.            85,000(7)               5.4%

*   Less than one percent (1%).



                                       13
<PAGE>

(1)  Unless otherwise indicated, all shares are beneficially owned and the
     sole voting and investment power is held by the person named in the table
     above and the address for each beneficial holder is in care of the Company.

(2)  Based upon 1,578,737 shares of Common Stock outstanding.

(3)  Does not include 6,102 shares in the Hughes Irrevocable Trust for the
     benefit of Mr. Mortensen's wife. Mr. Mortensen disclaims any beneficial
     interest in these shares. Does not include options to purchase 75,000
     shares of the Company's common stock.

(4)  The address for this beneficial holder is Portland House, Suite 23, Glacis
     Road, Gibraltar.

(5)  The Address for this beneficial holder is 4695 MacArthur Court, Suite
     1450, Newport Beach, California 92660.

(6)  The address for this beneficial holder is c/o Noe Kawer, 125 Meters E.
     of Cemaco Cond Erika #1 Sabana Oeste, San Jose, Costa Rica, C.A.

(7)  The address for this beneficial holder is Victoria House, P.O. Box 58,
     Thr Valley, Anguilla.



     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective June 25, 1999, the Company entered into an Advisory Agreement ("The
Agreement") with Fred G. Luke doing business as NuVen Advisors, Inc.("NuVen"or
"Advisor") to act as the exclusive financial advisor to the Company in
connection with a proposed restructuring of the Company and then to advise and
assist the Company with (i) the purchase of other businesses or a joint venture
or merger between the Company and an enterprise or individual currently not an
affiliate of the Company, and (ii) the potential sale of all or a portion of the
Company's assets.

The Agreement provides for a restructuring fee to be paid to the Advisor by way
of issuance of 1,500,000 shares of the Company's common stock and a stock option
for the purchase of 1,500,000 shares at 110% of the average moving closing bid
price for such shares for the 30 days prior to the effective date of the option.
It further provided that the Advisor would be paid an advisory fee of $10,000
per month and either a merger fee or transaction fee relating to services
rendered by the Advisor.

At September 30, 1999 the Company accrued $270,000 as an expense for the shares
that were required to be issued for the restructuring fee described above. At
March 31, 2000 the shares had not been issued.

Effective, October 1, 1999, the Agreement was amended reducing the monthly
advisory fee to $3,500 per month and assigning the agreement to NuVen Advisors
Limited Partnership. Additionallly, in connection with the agreement to reduce
the fee, NuVen Advisors Limited Partnership was granted an additional option to
purchase 500,000 shares of common stock at $.50 per share. During 2000, 142,000
shares of common stock was issued to settle the amounts owing for the advisory
agreement and loans made to the Company totaling $143,178. As of December 31,
2000, there were no advisory fees accrued and unpaid.






                                       14
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

a.   Listing of Exhibits

     2.1(1)    Disclosure Statement For Debtor's Third Amended Plan of
               Reorganization.

     2.2(1)    Order Confirming Debtor's Third Amended  Plan  of Reorganization.

     2.3(2)    Agreement and Plan of Reorganization between Atlantic Pacific
               Trust and its Beneficiaries and Atlantic Pacific Trust, LLC.,
               dated December 26, 1996.

     3.1(a)(2) Articles of Incorporation and Amendments thereto of Company.

     3.1(b)(2) Articles of Organization of Atlantic Pacific Trust, LLC and
               Amendment thereto.

     3.1(c)    Restated Articles of Incorporation dated September 27, 1999

     3.2(2)    By-Laws of Company.

     4.1(2)    Certificate of Designation of Series A Convertible Preferred
               Stock of Company.

     4.1(a)(2) Waiver of Preferred Stockholder between Company and Compania
               Comercial Atlantis, S.A. dated December 11, 1996.

     4.2(2)    $450,000 10% Subordinated Convertible Note dated September
               25,1996 between Company and Gardner Investments, Inc. (lender).

     4.3(2)    Warrant Certificate for Common Stock issued to shareholders of
               the Company pursuant to Third Amended Plan of Reorganization
               approved by the United States Bankruptcy Court on August 5, 1996.

     4.4(2)    "B" Warrant Agreement between Company and Atlantic Pacific Trust
               dated August 5, 1996.

     4.4(a)    Amendment to the "B" Warrant Agreement dated August 5, 1999.

     4.5(2)    "C" Warrant Agreement between Company and Atlantic Pacific Trust
               dated August 5, 1996.

     4.5(a)    Amendment to the "C" Warrant Agreement dated August 5, 1999.

     4.6       Amendment to "Units of Reorganized Debtor's Securities Dated
               October 1, 1999."

     10.1(2)   Lease Agreement between Sequoia Trust and Atlantic Pacific Trust
               dated July 15, 1995.

     10.2(2)   Lease Agreement between Sequoia Trust and Atlantic Pacific Trust
               dated July 15, 1995.


                                       15
<PAGE>

     10.3(2)   Operating Agreement between Atlantic Pacific Trust and Emtec,
               LLC dated July 25, 1995.

     10.4(2)   Assignment of Assets by Atlantic Pacific Trust to Benjamin C.
               Rice, Trustee dated October 25, 1995.

     10.5(2)   Bill of Sale between Sequoia Trust and Atlantic Pacific Trust
               dated July 15, 1995.

     10.6(2)  Regulation "S" Stock Purchase Agreement between Stonehill
              Investments, Ltd. and Company.

     10.7(2)  Security Agreement between Plaza Realty One Limited Partnership
              and Company dated August 19, 1994, and $400,000 Promissory Note
              between Plaza Realty One Limited Partnership and Company dated
              August 19, 1994.

     10.8(3)  1997 Stock Incentive Plan.

     10.8(a)  Amendment to the 1997 Stock Incentive Plan dated October 1, 1999.

     10.9     Advisory Agreement with NuVen Advisors, Inc. effective June 30,
              1999.

     10.9(a)  First Amendement to Advisory Agreement and assignment to NuVen
              Advisors Limited Partnership effective October 1, 1999.

     10.10    Director fee agreement with Steven B. Mortensen dated April 1,
              2000.

     10.11    Director fee agreement with Leonard J. Roman dated April 1, 2000.

     10.12    Director fee agreement with Jon L. Lawver dated April 1, 2000.

     10.13    Fee agreement for introduction services with NewBridge Capital,
              Inc.

     27.01    Financial Data Schedule. Pursuant to Rule 12b-32 under Securities
              and Exchange Act of 1934, as amended.


     (1)      Filed as exhibits to Company's Form 8K which was filed with the
              Commission on September 12, 1996, and incorporated herein by this
              reference.

     (2)      Filed as exhibits to Company's Form 10-KSB for the year ended
              December 31, 1996, which was filed on June 3, 1997 and
              incorporated herein by this reference.

     (3)      Filed as exhibits to Company's Form 10-KSB for the year ended
              December 31, 1997, which was filed on September 22, 1999 and
              incorporated herein by this reference.

b.   Reports on Form 8-K

     None



                                       16
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       NetHoldings.Com, Inc.

Date:    April 16 , 2001           By: /s/ Steven B. Mortensen
                                           Steven B. Mortensen, President


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Company and in the capacities and on the
dates indicated.


         Signature                  Title                            Date
/s/ Steven B. Mortensen   President and Chairman of the Board   April 16 , 2001
    Steven B. Mortensen

/s/ Leonard J. Roman      Treasurer/Financial Officer and       April 16, 2001
    Leonard J. Roman      Director

/s/ Jon L. Lawver         Secretary and Director                April 16, 2001
    Jon L. Lawver

<PAGE>


                                NetHoldings, Inc.
                            (Formerly XPLORER, S.A.)
                                DECEMBER 31, 2000



                                TABLE OF CONTENTS


                                                                           Page

Independent Auditor's Report............................................... F-1

Balance Sheet.............................................................. F-2

Statements of Operations................................................... F-3

Statements of Shareholders' Deficit........................................ F-4

Statements of Cash Flows................................................... F-7

Notes to Financial Statements.............................................. F-9














                                        i
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



The Board of Directors of
NetHoldings.Com, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheet of NetHoldings.Com, Inc. formerly
Xplorer, S.A. (the Company), a development stage enterprise, as of December 31,
2000, and the related statements of operations, shareholders' deficit and cash
flows for the two years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2000, and the results of its operations and its cash flows for the two years in
the period ended December 31, 2000, in conformity with generally accepted
accounting principles.

As of December 31, 2000, the Company has significant negative working capital
and exposure to financial uncertainties (see Notes 1 and 2).

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, there are
conditions which raise substantial doubt about the Company's ability to continue
as a going concern, including the Company's ability to raise additional capital
to fund its operations. Management's plans in regard to these matters are
described in Note 1. The financial statements do not include any adjustments
relating to the recoverability and classification of reported asset amounts and
classification of liabilities that might result from the outcome of these
uncertainties.

                                   BROWN ARMSTRONG RANDALL
                                   REYES PAULDEN & McCOWN
                                   ACCOUNTANCY CORPORATION




Bakersfield, California
April 10, 2001


                                       F-1
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                                  BALANCE SHEET
                                DECEMBER 31, 2000




<TABLE>
<S>                                                             <C>
ASSETS
 Current Assets
  Cash and cash equivalents                                     $       946
  Total Current Assets                                                  946

TOTAL ASSETS                                                    $       946

LIABILITIES AND SHAREHOLDERS' DEFICIT
  Current Liabilities
   Accrued expenses                                             $    94,512
     Total Current Liabilities                                       94,512

Shareholders' Deficiency
Preferred stock, par value $.001; authorized
 25,000,000 shares; -0- shares outstanding                                -
Common stock, par value $.001; authorized
 75,000,000 shares; 1,578,737 issued and outstanding                  1,579
Additional paid in capital                                        2,401,041
Accumulated deficit during development stage                     (2,496,186)
     Total Shareholders' Deficit                                    (93,566)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                     $       946


</TABLE>






   The accompanying notes are an integral part of these financial statements.


                                       F-2
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                AND THE PERIOD FROM AUGUST 31, 1996 (Inception of
                Development Stage Enterprise Activities) THROUGH
                                DECEMBER 31, 2000
<TABLE>
<CAPTION>


                                                            For the Period
                                                            Frpom August 15,
                                                            1996 (Inception)
                                    For The Year Ended         through
                                        December 31,         December 31,
                                     2000         1999          2000
<S>                              <C>          <C>            <C>


Revenues
 Other income                    $         -  $         -    $    62,976
 Interest income                           -            -         88,420
  Total revenues                           -            -        151,396
Expenses
 Commission expense                        -            -        774,826
 General and administrative        1,105,441      344,197      2,955,185
 Loss on impairment of
  mining assets                            -            -      3,303,500
 Loss on impairment of
  other assets                             -            -        500,000
 Net loss on investments and
  settlement of gold contracts             -            -        350,022
 Interest expense                          -            -        422,628
  Total expenses                   1,105,441      344,197      8,306,161
Net loss before minority
  interest                        (1,105,441)    (344,197)    (8,154,765)

Minority interest                          -            -      2,281,011

Net loss                         $(1,105,441) $  (344,197)   $(5,873,754)

Net loss per common share(1)     $     (1.15) $     (1.18)

Weighted average common
  shares outstanding(1)              957,903      291,565
</TABLE>

(1)  Per share amounts adjusted to give retroactive effect for a 2 for 1 reverse
     stock split in September 2000.


   The accompanying notes are an integral part of these financial statements.


                                       F-3
<PAGE>

                              NetHoldings.Com,Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                   STATEMENTS OF SHAREHOLDERS' EQUITY(DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



<TABLE>
<CAPTION>

                                                                                         Accumulated
                                                                                          Deficit
                                                                              Additional   During
                                       Common Stock(1)     Preferred Stock     Paid-in   Development
                                      Shares    Amount    Shares     Amount    Capital      Stage         Total
<S>                                  <C>        <C>     <C>         <C>      <C>         <C>           <C>

Balance, January 1, 1996                 4,442  $    4           -  $     -  $ 1,794,132 $   (104,001) $ 1,690,135

August 15, 1996 merger with
  Gerant pursuant to the Plan
    (August 1996)                      183,013     183   1,043,000    1,043      267,220       52,000      320,446
Stock issued to special creditors
  pursuant to the Plan
  (September 1996)                      12,553      13           -        -       99,589            -       99,602
Preferred stock issuance to Atlantic
   beneficiary for 189,960 LLC's
  (December 1996)                            -       -     237,550      238      207,300            -      207,538
Dividend waiver on preferred
  stock (December 1996)                 12,500      13           -        -       99,988     (100,000)           -
Stock issued to employees and
  consultants for professional
  services (1996 and 1997)              32,963      33           -        -       97,102            -       97,135
Shares issued for purchase of
  20,000 units in Atlantic Pacific
  Trust(September 1997)                  3,150       3           -        -          247            -          250
Shares retired(September 1997)          (1,035)     (1)          -        -          (81)           -          (82)
Net loss for the periods                     -       -           -        -            -   (3,988,694)  (3,988,694)
Minority interest losses in
  excess of minority interest
  equity                                     -       -           -        -            -     (965,000)    (965,000)
Balance, December 31, 1997             247,585  $  248   1,280,550  $ 1,281  $ 2,565,497  $(5,105,695)  (2,538,670)
                                                                                                        (Continued)
</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                       F-4
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                  STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>

                                                                                          Accumulated
                                                                                            Deficit
                                                                              Additional     During
                                      Common Stock (1)     Preferred Stock     Paid-in     Development
                                      Shares    Amount    Shares     Amount    Capital        Stage       Total
<S>                                  <C>        <C>     <C>         <C>      <C>          <C>          <C>

Shares issued on stock options
  (March 1998)                              93  $    -           -  $     -        3,447            -        3,447
Stock issued to employees and
  consultants for professional
  services (July 1998)                   3,775       4           -        -       21,422            -       21,426
Net loss for period                          -       -           -        -            -     (435,422)    (435,422)
Minority interest losses in
  excess of minority interest
  equity                                     -       -           -        -            -     (123,711)    (123,711)
Balance, December 31, 1998             251,453     502   1,280,550    1,281    2,590,366   (5,664,828)  (3,072,930)

Note payable converted to common
  stock) (August 1999)                   1,875       2           -        -      449,998            -      450,000
Preferred stock converted to
  common stock (September 1999)        160,076     160  (1,280,550)  (1,281)       1,121            -            -
Spinnoff of Atlantic Pacific
  Trust (September 1999)                     -       -           -        -   (2,121,290)   4,618,280    2,496,990
Net loss for period                          -       -           -        -            -     (344,197)    (344,197)
Balance, December 31, 1999             413,403     413           -        -      920,195   (1,390,745)    (470,137)

Stock issued for compensation
  (April 2000)                         176,834     177           -        -      353,490            -      353,667
Stock issued for settlement of
  debt (Aug 2000)                      550,500     551           -        -      561,128            -      561,678
Stock issued for finder's fee
  (Aug 2000)                           438,000     438           -        -      566,229            -      566,667
Net loss for period                          -       -           -        -            -   (1,105,441)  (1,105,441)
Balance, December 31, 2000           1,578,737  $1,579           -  $     -  $ 2,401,041  $(2,496,186) $   (93,566)

(1) Per share amounts adjusted to give retroactive effect for a 2 for 1 reverse stock split in September 2000
</TABLE>










   The accompanying notes are an integral parts of these financial statements.

                                       F-5
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 19989
                AND THE PERIOD FROM AUGUST 15, 1996 (Inception of
                Development Stage Enterprise Activities) THROUGH
                                DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                                               For the Period
                                                               From August 15,
                                                              1996, (inception)
                                    For The Year Ended           through
                                       December 31,            December 31,
                                     2000          1999           2000
<S>                                <C>          <C>          <C>
Cash Flows from Operating
 Activities
  Net loss                         $(1,105,441) $ (344,197)  $(5,873,754)
  Adjustments to reconcile
   net loss to net cash used
   by operating activities:
    Minority interest in net
     loss of company                         -           -    (2,281,011)
    Loss due to impairment of
     mining assets                           -           -     3,303,500
    Loss due to impairment of
     other assets                            -           -       500,000
    Loss on settlement of note
     receivable                              -           -       256,487
    Depreciation and amortization            -       1,803       204,888
    Accretion of interest                    -           -       160,400
    Loss on marketable securities            -           -       189,400
    Shares issued for compensation     353,667           -       353,667
    Shares issued for finder's fee     566,667           -       566,667
    Accrued expenses and other
     liabilities                      (379,120)    338,502       261,133
    Related party payables                  -            -       364,675
    Accrued Gerant obligations              -            -      (140,000)
    Due to trustee                          -            -       131,603
    Accounts receivable                 3,495            -       (54,376)
Net Cash Used by Operating
 Activities                          (560,732)      (3,892)   (2,056,721)

Cash Flows from Financing
 Activities
  Sale of Atlantic units for cash           -            -       458,300
  Proceeds from sale of investment
   contracts                                -            -     2,310,826
  Payments on investment contracts          -            -      (601,900)
  Repayment of gold contracts               -            -      (479,364)
  Repayment of U.S. Bonds                   -            -      (145,269)
  Proceeds from notes payable               -            -       450,000
  Note payable converted in common
   stock                                    -     (450,000)     (450,000)
  Common stock issued in debt
   conversion                         561,678     (450,000)    1,011,678
  Sale of common stock                      -            -        24,873
Net Cash Provided by Financing
  Activities                          561,678            -     2,541,071
</TABLE>
                                                              (Continued)


   The accompanying notes are an integral part of these financial statements.


                                       F-6
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formally XPLORER, S.A.)
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                AND THE PERIOD FROM AUGUST 15, 1996 (Inception of
                Development Stage Enterprise Activities) THROUGH
                          DECEMBER 31, 2000(Continued)
<TABLE>
<CAPTION>
                                                               For the Period
                                                               From August 15,
                                                              1996, (inception)
                                    For The Year Ended           through
                                       December 31,            December 31,
                                     2000          1999           2000

<S>                                <C>          <C>          <C>
Cash Flows from Investing
 Activities
  Computer equipment purchases              -            -        (8,000)
  Mining property expenditures              -            -      (527,000)
  Sale of property and equipment            -            -         2,180
  Acquisition of marketable
   securities                               -            -    (1,273,513)
  Proceeds from marketable
   securities                               -            -     1,054,513
  Gerant creditor expenditures              -            -      (355,000)
  Proceeds of other investments             -            -       249,343
Net Cash Provided (Used) by
 Investing Activities                       -            -      (857,477)
Net Increase (Decrease) in Cash           946       (3,892)     (335,054)

Cash Balance, Beginning of Year             -        3,892       336,000

Cash Balance, End of Year          $      946   $        -   $       946
Interest Paid                      $        -   $        -   $   124,180

Income Taxes Paid                  $        -   $        -   $     2,400
Non-Cash:
  Minority losses in excess of
   minority equity                 $        -   $  123,711   $ 1,088,711
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       F-7
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND PRESENTATION

Organization

NetHoldings.Com, Inc. (the Company), (successor to Gerant Industries, Inc.) was
organized by adoption of amended and restated Articles of Incorporation dated
July 5, 1996, which were filed with the office of the Secretary of State of
Nevada on August 15, 1996. In 1999, the Company amended its articles of
incorporation changing its name from Xplorer, S.A. to NetHoldings.Com, Inc.

Gerant Industries, Inc. (Gerant) filed a petition for reorganization under
Chapter 11 of the United States Bankruptcy Court (the Court) for the Central
District of California on March 1, 1994. On July 24, 1996, the Court confirmed
Gerant's Third Amended Plan of Reorganization (the Plan). 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 by the successors to this debtor-in-possession, Xplorer,
S.A.

The Company is a development stage enterprise and has not achieved its intended
operations or related revenue as of December 31,2000.

Through September 30, 1999 the Company owned 59% of Atlanta Pacific Trust, LLC
(APT). APT is the owner of the Evening Star Mine and through its related
company, Atlantic-Pacific Finanzprodukte, GMBH (APT Germany), secured financing
for its exploration and development activities. The operations of APT have been
included in the operations of the Company through September 30, 1999.

Effective September 30, 1999, the Company assigned all its rights and interest
in APT to an unrelated entity in exchange for a fully reserved for note owned by
that entity. The note received although fully reserved for was collateralized by
marketable securities with a market value of approximately $450,000. The Company
anticipates beginning default proceedings on the note to foreclose on the
collateral. The note is currently being carried at zero value in the financial
statements.

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of the mineral properties and
other assets and the satisfaction of liabilities in the normal course of
business. The Company has incurred losses of $8,154,765 before minority interest
from inception to December 31, 2000, and currently has no operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management continues to actively seek additional sources of
capital to fund current and future operations. There is no assurance that the
Company will be successful in continuing to raise additional capital, or be
successful in its search for profitable operations or investments. These
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.


                                       F-8
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The financial statements include the accounts of the Company and through
September 30, 1999 the accounts of its 59% owned subsidiary, Atlantic Pacific
Trust, LLC (APT), and APT's related company, Atlantic- Pacific Finanzprodukte,
GmbH. In consolidations, all significant intercompany balances and transactions
are eliminated.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, and
disclosure of contingent liabilities at the date of the financial statements,
and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those results.

Income (Loss) per Common Stock

Income (loss) per share of common stock is computed based on the weighted
average number of shares outstanding. The historical loss per share has been
retroactively adjusted to give effect to the 2 for 1 reverse stock split in
September 2000. Warrants, options and convertible debentures have not been
included in the calculation as their effect would be anti-dilutive.

Income Taxes

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

Stock Based Compensation

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide proforma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company intends to continue to account for its stock-based compensation under
Accounting Principles Board No. 25; however, the Company has adopted the
disclosure provisions of SFAS 123 for the fiscal year ended December 31, 2000.



                                       F-9
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include highly
liquid debt instruments purchased with a maturity of three months or less.

Earnings Per Share

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per
Share", which adopted by the Company. SFAS 128 replaces the presentation of
primary earnings per share with a presentation of basic earnings per share based
upon the weighted average number of common shares for the period.


NOTE 3 - AFFILIATES AND RELATED PARTIES

As previously noted, effective September 30, 1999, the Company assigned all its
rights and interest in APT to an unrelated entity in exchange for a fully
reserved for note owned by that entity. The note received, although fully
reserved for, was collateralized by marketable securities with a market value of
approximately $450,000. As a result, the Company no longer has an affiliate
relationship with APT or any entities that were related to APT.

Previously significant relationships existed through APT with Sequoia Trust and
Emtec, Inc. which leased land and provided services to APT.

NOTE 4 - SHAREHOLDERS' EQUITY

During 2000, the following major equity transactions occurred:

  - The Company issued 353,667 shares of its common stock (prior to the 2 for 1
    reverse stock split) to employees and consultants in compensation for
    services rendered in the amount of $353,667.

  - The Company issued 1,101,000 shares of its common stock (prior to the 2 for
    1 reverse stock split) in settlement of debts in the amount of $561,678.

  - The Company issued 876,000 shares of its common stock (prior to the 2 for 1
    reverse stock split) for a finder's fee in the amount of $566,667.

  - In September 2000, the Company effected a 2 for 1 reverse stock split. As a
    result, all historical per share references were adjusted to give
    retroactive affect to the stock split.


                                      F-10
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 4 - SHAREHOLDERS' EQUITY - Continued
During 1999, the following major equity transactions occurred:

  - The Company issued 150,000 shares of its common stock (prior to the 40 for 1
    reverse stock split) in exchange for a note payable in the amount of
    $450,000.

  - The Company converted all 1,280,550 shares of its preferred stock into
    12,805,050 shares of its common stock prior to the 40 for 1 reverse stock
    split.

  - In December, 1999, the Company effected a 40 for 1 reverse stock split. As a
    result, all historical per share references were adjusted to give
    retroactive affect to the stock split.

During 1998, the following major equity transactions occured:

  - The Company issued 6,561 shares (prior to the 40 for 1 reverse stock split)
    of Common Stock with a value of $3,447 for stock warrants issued under the
    incentive stock option plan.

  - The Company issued 300,000 shares (prior to the 40 for 1 reverse stock
    split) of Common Stock in exchange for certain professional services
    rendered to the Company totaling $21,426.

During fiscal 1997, the following major equity transactions occurred:

  - The Company issued 830,000 shares (prior to the 40 for 1 reverse stock
    split) of Common Stock with a value of $830 in exchange for certain legal,
    engineering and employment services.

  - The Company issued 250,000 shares (prior to the 40 for 1 reverse stock
    split) of Common Stock with a value of $250 in connection with its
    acquisition of 20,000 units in Atlantic Pacific Trust.

During fiscal 1996, the following major equity transactions occurred:

  - Pursuant to the Plan of Reorganization, 336,218 shares (prior to the 40 for
    1 reverse stock split) of Common Stock were issued.

  - Pursuant to the Plan of Reorganization, 14,639,000 shares (prior to the 40
    for 1 reverse stock split) of Common Stock and 1,043,000 shares of Preferred
    Stock were issued.

  - Pursuant to the Plan of Reorganization, the Company issued 1,002,229 shares
    (prior to the 40 for 1 reverse stock split) of Common Stock to special
    creditors.

  - The Company issued 237,550 shares of Preferred Stock to Atlantic Pacific
    Trust beneficiary.

  - The Company issued 1,805,000 shares (prior to the 40 for 1 reverse stock
    split) of Common Stock in exchange for certain legal and employment services
    rendered to the Company totaling $96,305.

  - The Company declared a dividend waiver on Preferred Stock and issued
    1,000,000 shares (prior to the 40 for 1 reverse stock split) of the
    Company's Common Stock.


                                      F-11
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 -      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective June 25, 1999, the Company entered into an Advisory Agreement ("The
Agreement") with Fred G. Luke doing business as NuVen Advisors, Inc.("NuVen"or
"Advisor") to act as the exclusive financial advisor to the Company in
connection with a proposed restructuring of the Company and then to advise and
assist the Company with (i) the purchase of other businesses or a joint venture
or merger between the Company and an enterprise or individual currently not an
affiliate of the Company, and (ii) the potential sale of all or a portion of the
Company's assets.

The Agreement provides for a restructuring fee to be paid to the Advisor by way
of issuance of 1,500,000 shares of the Company's common stock and a stock option
for the purchase of 1,500,000 shares at $.10 per share and was subsequently
adjusted to $1.00 per share which was average moving closing bid price for such
shares for the 30 days subsequent to the 40 for 1 stock split. It further
provided that the Advisor would be paid an advisory fee of $10,000 per month and
either a merger fee or transaction fee relating to services rendered by the
Advisor.

At September 30, 1999 the Company accrued $270,000 as an expense for the shares
that were required to be issued for the restructuring fee described above. In
August 2000, 270,000 shares were issued to settle this debt.

Effective, October 1, 1999, the Agreement was amended reducing the monthly
advisory fee to $3,500 per month and assigning the agreement to NuVen Advisors
Limited Partnership. Additionallly, in connection with the agreement to reduce
the fee, NuVen Advisors Limited Partnership was granted an additional option to
purchase 500,000 shares of common stock at $.50 per share. During 2000, 142,000
shares of common stock was issued to settle the amounts owing for the advisory
agreement and loans made to the Company totaling $143,178. As of December 31,
2000, there were no advisory fees accrued and unpaid.

In April 2000, the Company entered into fee agreements with its three directors.
Pursuant to the agreements, the directors would be paid $3,000 each per month
for their services. During 2000, the Company accrued $81,000 for the directors
fees for these agreements. At December 31, 2000, $81,000 was due the directors.

In August 2000, a finder's fee of $566,667 was paid to NuVen Advisors for the
merger agreement with Capital Markets Group, which subsequently failed to be
completed. This was paid with 438,000 shares of common stock.

NOTE 6 - STOCK OPTIONS AND WARRANTS

The Company has an incentive stock option plan under which ten-year options may
be granted to key employees to purchase shares of the Company's common stock at
$.50 per share on the date of grant. At December 31, 1998, options to purchase a
total of 680,000 shares were outstanding and exercisable, of the original
1,500,000 shares authorized under the "1997 Stock Option Plan". The exercise
price of $.50 per share was subsequently adjusted to $2.00 per share which was
average moving closing bid price for such shares for the 30 days subsequent to
the 40 for 1 stock split.


                                      F-12
<PAGE>
                              NetHoldings.Com, Inc.
                            (Formerly XPLORER, S.A.)
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 6 - STOCK OPTIONS AND WARRANTS - Continued

The Company had outstanding options for 1,500,000 shares of common stock
exercisable at $1.00 per share and 500,000 shares of common stock exercisable at
$.50 per share pursuant to the advisory agreement and the amendment described in
note 5.

In August 1996, the Company settled outstanding debt by issuing 355,000 special
bankruptcy units that were initially convertible at $2.00 per unit into one
share of common stock, one "B" warrant and one "C" warrant convertible each into
one share of common stock at an exercise price of $2.00 and $3.00, respectively.
Subsequent to the 1 for 40 reverse split in 1999, by mutual agreement the
exercise price of the "B" and "C" warrants was adjusted to $10.00 and $15.00 per
share, respectively. In October 1996, an additional 311,658 bankruptcy units
were issued comprised of one "D" and one "E" warrant, with an exercise price of
$10.00 and $15.00, respectively. The warrants were unaffected by the 1 for 2
reverse stock split in August 2000. All of the warrants expire on September 30,
2002.

The Company applies APB Opinion 25 and related interpretations in accounting for
its stock option plan. The Company also applies principles from the consensus
reached in EITF 87-33 on stock option re-pricing transactions. Accordingly,
compensation cost has been recognized for the difference between the market
value of the stock at the date of issuance and the exercise price of the new
stock options granted. Had compensation cost for the Company's stock-based
compensation plan been determined based on the fair value at the grant dates for
awards under the plan consistent with the provision of SFAS 123, the Company's
net income and earnings per share would not have been materially reduced as the
theoretical value of the options were $.001.

NOTE 7 - INCOME TAXES

At December 31, 2000, the Company and its subsidiary had available net operating
loss carryforwards for financial statement and federal income tax purposes of
approximately $2,496,000. These loss carryforwards expire between 2016 and 2018.

The Company has reported income tax losses in prior years. In general, income
tax losses are carried forward to future years to reduce future income taxes.

A valuation allowance of approximately $849,000 has been provided to offset the
income tax benefit of approximately $849,000 from the remaining $2,496,000 loss
carryforwards. This valuation allowance is necessary because at December 31,
2000, the available benefits are more likely than not to expire before they can
be used.

NOTE 8 - PURCHASE AGREEMENT

In August 2000, the Company entered into a Asset Purchase Agreement with
unrelated corporation, Capital Markets Group, Inc. ("CMG"), whereby the Company
would acquire all of the assets for 16,000,000 shares of common stock with a par
value of $0.01. In November 2000, the Agreement was terminated. As a result of
this agreement, the Company paid its advisor, NewBridge Capital, 876,000 shares
of common stock valued at $566,667 in accordance with the advisory agreement.


                                      F-13