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, 2001

[     ]  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.
             (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 May 4, 2001, NetHoldings.Com had 1,578,737 shares of Common Stock
Outstanding.

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



<PAGE>



                              NetHoldings.Com, Inc.
                                      INDEX

                                                                            Page
                                     PART I


Item 1.  Financial Statements

         Condensed Balance Sheet as of March 31, 2001 (unaudited)............  1

         Condensed Statements of Operations for the Three Months
           Ended March 31, 2001 and 2000 (unaudited).........................  2

         Condensed Statements of Cash Flows for the Three Months Ended
           March 31, 2001 and 2000 (unaudited)...............................  3

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

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations...........................................6

                                     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.
                        (A Development Stage Enterprise)
                                  BALANCE SHEET
                                 March 31, 2001

<TABLE>
<S>                                              <C>

ASSETS
Current Assets
  Cash and cash equivalents                      $       946
  Receivables                                              -
                                                 -----------
      Total Current Assets                               946


TOTAL ASSETS                                     $       946
                                                 ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accrued expensed                               $   147,891
                                                 -----------
      Total Current Liabilities                      147,891

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;
    1,578,737 issued and outstanding                   1,579
  Additional paid in capital                       2,401,041
  Accumulated deficit during development
    stage                                         (2,549,565)
                                                 -----------
      Total Shareholders' Equity (Deficit)          (146,945)
                                                 -----------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY (DEFICIT)                 $       946
                                                 ===========
</TABLE>













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


                                       -1-

<PAGE>



                              NetHoldings.Com, Inc.
                            Statements of Operations
                           For the Three Months Ended
                       March 31, 2001 and 2000(Unaudited)

<TABLE>
<CAPTION>
                                      For the Three Months
                                             Ended,
                                            March 31,
                                        2001         2000
                                    -----------  -----------
                                    (Unaudited)  (Unaudited)
<S>                                 <C>           <C>
Revenues
   Other income                     $         0   $        0
                                    -----------   ----------
     Total revenues                           0            0
                                    -----------   ----------
Costs and expenses:
   General and administrative            53,379       21,500
   Interest expense                           0            0
                                    -----------   ----------
     Total expenses                      53,379       21,500
                                    -----------   ----------
Net income (loss)                   $   (53,379)  $  (21,500)
                                    -----------   ----------

Net income (loss) per common share  $      (.03)  $     (.03)
                                    ===========   ==========
Weighted average common
 shares outstanding                   1,578,737      826,378
                                    ===========   ==========
</TABLE>
















    The accompanying notes are an integral part of these financial statements

                                       -2-

<PAGE>



                              NetHoldings.Com, Inc.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                          2001         2000
<S>                                                   <C>          <C>

Cash Flows from Operating Activities
  Net Income (Loss)                                   $ (53,379)   $ (21,500)
  Adjustments to Reconcile Net Income (loss) to
     to net cash used by operating activities:
         Increase in accrued expenses                    53,379       21,500
                                                      ---------    ---------
     Net Cash Used by Operating Activities                    -            -
                                                      =========    =========

NET DECREASE IN CASH                                          -            -
CASH, at Beginning of Period                                946            -
                                                      ---------    ---------
CASH, at End of Period                                $     946    $       -
                                                      =========    =========
</TABLE>























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

                                       -3-

<PAGE>


                              NetHoldings.Com, Inc.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
                     Three Month Period Ended March 31, 2001



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, 2001.

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred losses
of $8,208,144 before minority interest from inception to March 31, 2001, 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.

The interim financial data as of March 31, 2001, and for the three months ended
March 31, 2001 and 2000, is unaudited; however, in the opinion of management,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly and Company's financial position as of
March 31, 2001, and the results of its operations and cash flows for the three
months ended March 31, 2001 and 2000.

The financial statements and related disclosures have been prepared with the
presumption that users of the interim financial information have read or have
access to the audited financial statements for the preceding fiscal year.
Accordingly, these financial statements should be read in conjunction with the
audited financial statements and related notes thereto included in the Company
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000.




                                       -4-

<PAGE>



NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            ------------------------------------------

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.





                                       -5-

<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, 2001
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 2001. Accordingly, the accompanying financial
statements have been presented under the assumption the Company will continue as
a going concern.

During the first quarter of 2001, the Company evaluated several business
opportunities that fit these parameters and continues to do so.

Results of Operations

For the three  months ended March 31, 2001

There were no revenue generating operations during the three months ended March
31, 2001 and 2000.

Total expenses were $54,000 in the current quarter and $22,000 in the comparable
period last year. The change is not considered material. In the first quarter of
2001, the expenses primarily related to the search by the Company for new
business opportunities.

Liquidity and Capital Resources

As of March 31, 2001, the Company had a working capital deficit of $146,945, for
which the increase from year end was due entirely to an increase in accrued
expenses.

The Company had $946 cash on hand at March 31, 2001. 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, 2000 to include
an explanatory paragraph with respect to the uncertainty.


                                       -6-

<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, 2001, the Company had no operations and three
employees including officers and directors.


                                       -7-

<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.


                                       -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.
                                                    (Registrant)

Dated:   May 4, 2001                        By: /s/ Leonard J.Roman
                                               ----------------------
                                                    Leonard J. Roman
                                                    Treasurer, Chief Financial
                                                    Officer and Director;
                                                    NetHoldings.Com, Inc.



































<PAGE>