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 September 30, 1999

[     ]  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

                                  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 September 30, 1999,  Xplorer,  S.A. had  33,041,770  shares of Common
Stock Outstanding.

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

                                                     [XPLORER\10-QSB:093099.QS1]
<PAGE>


                                  XPLORER, S.A.
                                      INDEX

                                                                            Page

                                     PART I


Item 1.       Financial Statements

         Consolidated Condensed Balance Sheet
           as of September 30, 1999 (unaudited)................................1

         Consolidated Condensed Statements of Operations
           for the Three Months and Nine Months Ended
           September 30, 1999 and 1998 (unaudited).............................2

         Consolidated Condensed Statements of Shareholders' Equity for
           Nine Months Ended September 30, 1999 (unaudited)....................3

         Consolidated Condensed Statements of Cash Flows for the Nine
           Months Ended September 30, 1999 and 1998 (unaudited)................4

         Notes to Consolidated Condensed Financial Statements .................5

Item 2.       Management's Discussion and Analysis of Financial
               Condition and Results of Operations.............................8

                                     PART II

Item 1.           Legal Proceedings...........................................10

Item 2.           Changes In Securities.......................................10

Item 3.           Defaults Upon Senior Securities.............................10

Item 4.           Submission Of Matters To A Vote Of Security Holders.........10

Item 5.           Other Information...........................................10

Item 6.           Exhibits And Reports On Form 8-K............................10

              Signatures......................................................11



                                        I

                                                     [XPLORER\10-QSB:093099.QS1]

<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                           CONSOLIDATED BALANCE SHEET
                               September 30, 1999

<TABLE>
<CAPTION>
<S>                                                           <C>

ASSETS
Current Assets
         Cash and cash equivalents                             $              -
     Receivables                                                          3,495
         Total Current Assets                                             3,495

     Property and equipment                                               1,803
TOTAL ASSETS                                                   $          5,298


LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities
         Accrued expensed                                      $        486,455_
              Total Current Liabilities                                 486,455

     Shareholders' Equity (Deficit)
         Common stock, par value $.001; authorized 60,000,000
         shares; 33,041,770 issued and outstanding                       33,042
         Additional paid in capital                                     887,566
     Accumulated deficit during development stage                    (1,401,765)
         Total Shareholders' Equity (Deficit)                          (481,157)

TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY (DEFICIT)                            $          5,298

</TABLE>













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

                                                     [XPLORER\10-QSB:093099.QS1]
                                       -1-

<PAGE>

                                  XPLORER, S.A.
                            Statements of Operations
                       For the Three and Nine Months Ended
                     September 30, 1999 and 1998(Unaudited)

<TABLE>
<CAPTION>
                                                     For the Three Months                    For the Nine Months
                                                            Ended,                                 Ended,
                                                         September 30,                          September 30,
                                                    1999              1998                 1999              1998
                                                 (Unaudited)       (Unaudited)          (Unaudited)       (Unaudited)
<S>                                          <C>               <C>                  <C>               <C>
Revenues
     Other income                            $               0 $                0   $               0 $                0
          Total revenues                                     0                  0                   0                  0
Costs and expenses:
    General and administrative                         319,025              1,000             355,217             86,269
    Net loss on investments and
       Settlement of gold contracrs                          0                  0                   0            121,705
    Interest expense                                         0                  0                   0              3,750
          Total expenses                               319,025              1,000             355,217            211,724
Net income (loss)                                     (319,025)            (1,000)  $        (355,217)$         (211,724)

Net income (loss) per common share           $            (.02)$             (.00)  $            (.02)$             (.01)
Weighted average common
 shares outstanding                                 20,086,266         19,779,705          20,086,266         19,779,705

</TABLE>














    The accompanying notes are an integral part of these financial statements

                                                     [XPLORER\10-QSB:093099.QS1]
                                       -2-
<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  FOR THE Nine MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>


                                    Common Stock       Preferred Stock    Additional  Accumulated
                                                                            Paid-In      During
                                Shares       Amount    Shares    Amount     Capital Development Stage     Total
<S>                            <C>          <C>      <C>        <C>     <C>         <C>               <C>
Balance January 1, 1999        20,086,266   $ 20,087  1,280,550 $ 1,281 $ 2,570,530 $  (5,664,828)    $ (3,072,930)
Net loss for period                    -           -          -       -           -       (18,942)         (18,942)
Balance, March 31, 1999        20,086,266     20,087  1,280,550   1,281   2,570,530    (5.683,770)      (3,091,872)
Net loss for period                                                                       (17,250)         (17,250)
Balance, June 30, 1999         20,086,266     20,087  1,280,550   1,281   2,570,530    (5.701,020)      (3,109,122)
Note payable converted to
  common stock                    150,000        150          -       -     449,850             -          450,000
Preferred stock converted to
 common stock                  12,805,504     12,805 (1,280,550) (1,281)     11,524)            -                -
Spinnoff of Atlantic Pacific
  Trust                                 -          -          -       -  (2,121,290)    4,618,280        2,496,990
Net loss for period                                                                      (319,025)        (319,025)
Balance, September 30, 1999    33,041,770    $33,042          - $     -  $  887,566 $  (1,401,765)    $   (481,157)
</TABLE>



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

                                                     [XPLORER\10-QSB:093099.QS1]
                                       -3-

<PAGE>

                                  XPLORER, S.A.
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998



<TABLE>
<CAPTION>

                                                       Nine Months Ended
                                                  September 30, September 30,
                                                      1999         1998
<S>                                                <C>            <C>

Cash Flows from Operating Activities
  Net Income (Loss)                                $ (355,217)    $ (211,724)
  Adjustments to Reconcile Net Income (loss) to
     to net cash used by operating activities:
         Decrease in other investments                      -        121,705
         Increase in accrued expenses                 353,823         34,309
     Net Cash Used by Operating Activities             (1,394)       (55,710)

Cash Flows from Financing Activities
     Decrease in cash at Atlantic Pacific Trust        (2,498)             -
     Net Cash Used by Financing Activities             (2,498)             -

NET DECREASE IN CASH                                   (3,892)       (55,710)
CASH, at Beginning of Period                            3,892         71,124
CASH, at End of Period                             $        -     $   15,414
NON CASH ITEMS:
Note payable converted to common stock             $  450,000     $        -
Preferred stock converted to common stock          $   12,805     $        -
Elimination of negative stockholders equity
    due to spinoff of Atlantic Pacific Trust       $2,496,990     $        -
</TABLE>












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

                           [XPLORER\10-QSB:093099.QS1]
                                       -4-

<PAGE>

                 XPLORER, S. A. (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   Nine Month Period Ended September 30, 1999

Note 1        Organization and Presentation

Organization

     Xplorer,  S.A. (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.

     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 15, 1999.

     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), secures financing
for its exploration and development activities.

     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 $1,401,765 before
giving effect to APT from  inception to September 30, 1999.  The $4.3 million of
losses relating to the operations of APT have been eliminated as a result of the
exchange  agreement.  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,  establishing  probable or proven ore reserves,  or  determining if the
mineral  properties  can be mined  economically.  These  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

                                                     [XPLORER\10-QSB:093099.QS1]
                                       -5-


<PAGE>

Note 2        Summary of Significant Accounting Policies

Principles of Consolidation

     The consolidated  financial statements  previously included the accounts of
the Company and 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.  As a
result of the  exchange  agreement  for its  investment  in APT,  the  financial
statements  presented  at September  30, 1999 no longer  include the accounts of
APT.

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.   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.

Cash and Cash Equivalents

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

Note 3        Property, Plant and Equipment

     The values  reflected in its Annual  Report on Form 10 KSB for the Company,
excluding  APT for the fiscal year ended  December 31, 1999 are carried  forward
here.  These  values  are  at the  defined  cost  of  $2,705,  with  accumulated
depreciation of $902, with the net reflected on the balance sheet.  Depreciation
for the current year will be added at year end.
                                                     [XPLORER\10-QSB:093099.QS1]
                                       -6-

<PAGE>

Note 4  Note Payable

     As of June 30,  1999,  the  Company  had a Note  payable  in the  amount of
$450,000,  with interest at 10% per annum payable monthly,  with all outstanding
principal  and interest due on demand.  On August,  1999 the note was  converted
into 150,000 shares of the common stock of the Company.

Note 5 -      Preferred Stock

     In September,  1999,  the Company  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.

Note 6 - Subsequent Event

     In December  1999,  the Company  effected a 40 to 1 reverse stock split and
changed the name of the Company Xplorer, S.A. to NetHoldings.Com, Inc.


                                                     [XPLORER\10-QSB:093099.QS1]
                                       -7-

<PAGE>

ITEM 2.       MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

For the three  months ended September 30, 1999

Going Concern

     The Company's  working capital  resources during the period ended September
30, 1999 were provided by utilizing  the cash on hand at December 31, 1998.  The
formal business activity of mining did not begin this quarter since the activity
is  just  in  the  process  of  being  funded.  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 until the  commencement of
mining operations or other operations.

     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  1999.  Accordingly,  the  accompanying
consolidated  financial  statements have been presented under the assumption the
Company will continue as a going concern.

Results of Operations

         Quarter and Nine Months Ended September 30, 1999 Compared to
         Quarter and Nine Months  Ended September 30, 1998

     There has not been  sufficient  time since the  emergence  from  Chapter 11
Proceedings to begin operations. There is currently no schedule as to when these
operation activities will begin, accordingly,  there were no revenues or cost of
revenues recorded during the current quarter or comparable quarter.

     Total  expenses  were  $319,025  in the  current  quarter and $1,000 in the
comparable  period last year and  $355,217 as compared to $211,724  for the nine
months  ended  September  30,  1999  and  1998,  respectively.   The  change  is
attributable  to  continued  utilization  of services  provided by  professional
consultants and other advisors and a minimal level of activities  since 1997. In
the third quarter of 1999,  the Company  accrued a $300,000 fee payable to third
party advisors for past and future  consulting  services.  Additionally,  in the
second quarter of 1998, the Company recognized a loss on investment of $121,705.
Estimations of Management

     Each year,  Atlantic  Management  has estimated ore reserves and prepared a
comprehensive mining plan for the then-anticipated  remaining life of the mining
property. As a result, of the exchange agreement for the Company's investment in
APT, it no longer will be necessary for  management to estimate the ore reserves
or prepare a comprehensive mining plan.

     The Company's  management provides no assurance as to the outcome of any of
these  matters and  resulting  adjustments  could be  material to the  Company's
financial condition and operations.

                                                     [XPLORER\10-QSB:093099.QS1]
                                       -8-
<PAGE>

Liquidity and Capital Resources

     As of September  30,  1999,  the Company had a working  capital  deficit of
$482,960.  During 1999,  without the effect of APT the Company's working capital
was  primarily  affected by the  conversion  of $450,000 of notes  payable  into
150,000 shares of common stock and the increase of $353,823 of accrued expenses.

     The Company had no cash on hand at  September  30 , 1999.  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, 1998 to
include 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.

Business Risks:

     As discussed  previously,  the Company is substantially a shell but intends
to seek out and acquire profitable operating businesses.  However, no definitive
agreements have been reached.  If any acquisition  agreements are reached in the
near term, the Company can make no assurances that it will be able to obtain the
financing necessary to complete the any transaction.

Competition:

     Since the  Company has no current  operations,  it does not have any direct
across the board competitors,  but may have competition in the future within the
industries for which it may acquire operations.

Management of Growth:

     If the Company is  successful  in  implementing  its growth  strategy,  the
Company  believes it could  undergo a period of rapid  growth that could place a
significant  strain  on its  management,  financial  and  other  resources.  The
Company's  ability to manage its growth  will  require it to continue to improve
its operational and financial systems and to motivate and effectively manage its
employees.  If the  Company  grows  it will  have to  implement  new  financial,
budgeting,  management  information and internal control systems.  The Company's
success  will  depend  upon its  ability to attract  and retain  highly  skilled
personnel.  There can be no  assurance  that the Company will be  successful  in
attracting  and  retaining  key  management,   technical,  marketing  and  sales
personnel.  Its  failure  to do so would  materially  and  adversely  affect the
Company's business and results of operations.

     Additionally,  as of September  30, 1999,  the Company had no operations or
employees other than its President.


                                                     [XPLORER\10-QSB:093099.QS1]
                                       -9-

<PAGE>

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.

                                                     [XPLORER\10-QSB:093099.QS1]
                                      -10-

<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.

                                            XPLORER, S.A.
                                            (Registrant)

Dated:   December 23, 1999          By: /s/   Leonard J.Roman
                                          Leonard J. Roman
                                          Treasurer, Chief Financial Officer and
                                          Director;  Xplorer, S.A.

                                                     [XPLORER\10-QSB:093099.QS1]
                                      -11-