UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the Transition
         period from                          to
                         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)

                                   88-0199674
                     (I.R.S. Employer Identification Number)

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

                                 (702) 699-5400
                           (Issuer's telephone number)

     Check whether the issuer (1) has 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 [ ]

     As of April30, 2000, NetHoldings.Com had 826,378 shares of Common Stock
Outstanding.

Transitional Small Business Disclosure Format (check one):   Yes [ ]    No [X]

<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly Xplorer, S.A.)
                                      INDEX

                                                                           Page

                                     PART I


Item 1.    Financial Statements

           Consolidated Condensed Balance Sheet
              as of March 31, 2000 (unaudited)...............................1

           Consolidated Condensed Statements of Operations for
              the Three Months Ended March 31, 2000 and 1999 (unaudited).....2

           Consolidated Condensed Statements of Cash Flows for
              the Three Months Ended March 31, 2000 and 1999 (unaudited).....3

           Notes to Consolidated Condensed Financial Statements .............4

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations............................7

                                     PART II

Item 1.    Legal Proceedings.................................................8

Item 2.    Changes In Securities.............................................8

Item 3.    Defaults Upon Senior Securities...................................8

Item 4.    Submission Of Matters To A Vote Of Security Holders...............8

Item 5.    Other Information.................................................8

Item 6.    Exhibits And Reports On Form 8-K..................................8

           Signatures........................................................9



                                        I

<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly Xplorer, S.A.)
                        (A Development Stage Enterprise)
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2000

<TABLE>
<CAPTION>
ASSETS
<S>                                                                <C>
Current Assets
     Cash and cash equivalents                                     $        -
     Receivables                                                        3,495
         Total Current Assets                                           3,495


TOTAL ASSETS                                                       $    3,495


LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities
         Accrued expensed                                          $  495,132
              Total Current Liabilities                               495,132

     Shareholders' Equity (Deficit)
         Preferred stock, par value $.001; authorized
            25,000,000 shares; -0- shares outstanding
         Common stock, par value $.001; authorized 75,000,000
            shares; 826,378 issued and outstanding                        826
         Additional paid in capital                                   919,782
         Accumulated deficit during development stage              (1,411,245)
         Total Shareholders' Equity (Deficit)                        (491,637)

TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY (DEFICIT)                                $    3,495
</TABLE>






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


                                       -1-
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly Xplorer, S.A.)
                            Statements of Operations
                           For the Three Months Ended
                       March 31, 2000 and 1999(Unaudited)


<TABLE>
<CAPTION>
                                                  For the Three Months
                                                         Ended,
                                                        March 31,
                                                   2000            1999
                                                (Unaudited)     (Unaudited)
<S>                                             <C>             <C>
Revenues
     Other income                               $         0     $         0
          Total revenues                                  0               0
Costs and expenses:
    General and administrative                       21,500          18,942
    Net loss on investments and
       Settlement of gold contracrs                       0               0
    Interest expense                                      0               0
          Total expenses                             21,500          18,942
Net income (loss)                                   (21,500)        (18,942)

Net income (loss) per common share              $      (.03)    $      (.04)
Weighted average common shares outstanding          826,378         502,160
</TABLE>














    The accompanying notes are an integral part of these financial statements


                                       -2-
<PAGE>

                              NetHoldings.Com, Inc.
                            (Formerly Xplorer, S.A.)
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999



<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                  March 31, 2000     March 31, 1999
<S>                                                 <C>                <C>
Cash Flows from Operating Activities
  Net Income (Loss)                                 $    (21,500)      $    (18,942)
  Adjustments to Reconcile Net Income (loss) to
     to net cash used by operating activities:
         Increase in accrued expenses                     21,500             15,050
     Net Cash Used by Operating Activities                     -             (3,892)

NET DECREASE IN CASH                                           -             (3,892)
CASH, at Beginning of Period                                   -              3,892
CASH, at End of Period                              $          -       $          -
</TABLE>















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


                                       -3-
<PAGE>

                              NetHoldings.Com, Inc.
                           (Formerly Xplorer, S. A. )
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Three Month Period Ended March 31, 2000



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 March 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 consolidated 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 consolidated 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 $7,070,824 before
minority interest from inception to March 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
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.



                                       -4-
<PAGE>

NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The consolidated 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.

Office Furniture and Equipment

     Office furniture and equipment are recorded at cost. Depreciation is
computed by the straight-line method based upon the estimated useful lives of
the respective assets, generally three to five years.

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 40 for 1 reverse stock split in
December, 1999. 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, 1999.


                                       -5-
<PAGE>

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.







                                       -6-
<PAGE>

ITEM 2.   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.

Going Concern

     The Company's working capital resources during the period ended March 31,
2000 were provided through increases in accrued expenses. As a result, the
Company is substantially a shell. Sufficient funds have previously been made
available by related parties for the working capital requirements not filled by
other sources. Management anticipates this will continue.

     The Company has experienced recurring net losses, has limited liquid
resources, and negative working capital. Management's intent is to continue
searching for additional sources of capital and the Company intends to continue
operating with minimal overhead and key administrative functions provided by
consultants who are compensated in the form of the Company's common stock. It is
estimated, based upon its historical operating expenses and current obligations,
that the Company may need to utilize its common stock for future financial
support to finance its needs during 2000. Accordingly, the accompanying
financial statements have been presented under the assumption the Company will
continue as a going concern.

Results of Operations

For the three  months ended March 31, 2000

     There were no revenue generating operations during the three months ended
March 31, 2000 and 1999.

     Total expenses were $21,500 in the current quarter and $18,900 in the
comparable period last year. The change is not considered material.

Liquidity and Capital Resources

     As of March 31, 2000, the Company had a working capital deficit of
$492,000, for which the increase from year end was due entirely to an increase
in accrued expenses.

     The Company had no cash on hand at March 31, 2000. The limited cash balance
is a direct result of the Company having no operations during the periods.

     The Company's plan is to keep searching for additional sources of capital
and new operating opportunities. 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 modified
their report for the Company's latest fiscal year ended December 31, 1999 to
include an explanatory paragraph with respect to the uncertainty.





                                       -7-
<PAGE>

     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 March 31, 2000, the Company had no operations or
employees other than its President.

PART II:    OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes In Securities

            None

Item 3.     Defaults Upon Senior Securities

            None.

Item 4.     Submission Of Matters To A Vote Of Security Holders

            None

Item 5.     Other Information

            None

Item 6.     Exhibits And Reports On Form 8-K

            None.


                                       -8-
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       NetHoldings.Com, Inc.
                                       (Formerly Xplorer, S.A.)
                                       (Registrant)

Dated:   May 18, 2000                  By: /s/   Leonard J.Roman
                                       Leonard J. Roman
                                       Treasurer, Chief Financial Officer and
                                       Director; NetHoldings.Com, Inc.


                                       -9-