XPLORER S A
8-K, 1999-12-30
GOLD AND SILVER ORES
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                                    FORM 8-K


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


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):             December 8, 1999


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


                                     Nevada
                    (State of incorporation or organization)


           0-17874                          88-0199674
  Commission File Number)        (I.R.S. Employee Identification No.)


                 2929 Maryland Parkway Court, Las Vegas, Nevada
                    (Address of principal executive offices)

                                      89109
                                   (Zip Code)

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


                                 Xplorer, S.A..
          (Former name or former address, if changed since last report)

                                                            [NETCOM\8K:WASVEI]-2

<PAGE>

Item 1.  Changes in Control of Registrant

     In   conjunction   with  the   restating   and  amending  the  Articles  of
Incorporation  discussed in Item 5. below, the Company  increased its authorized
capital stock from Fifty Million  (50,000,000)  shares of $0.01 par value common
stock to Seventy  Five  Million  (75,000,000)  shares of $0.001 par value common
stock and Twenty Five Million  (25,000,000) shares of $0.001 par value preferred
stock.  There was no change to the  current  issued and  outstanding  stock as a
result of this action and all rights and preferences remain the same.

Item 2.  Acquisition or Disposition of Assets

         N/A

Item 3.  Bankruptcy or Receivership

         N/A

Item 4.  Changes in Registrant's Certifying Accountant

         N/A

Item 5.  Other Events

     The  Company  received  notice  of  filing  and  acceptance  by the  Nevada
Secretary of State of its restated and amended Articles of Incorporation. In the
process, the name of the Company was changed from Xplorer,  S.A. to NetHoldings,
Inc. to better reflect its new corporate direction. The new stock trading symbol
for the Company is NICO. The new symbol was effective December 8, 1999.

Item 6.  Resignation of Registrant's Directors

         N/A

Item 7.  Financial Statements and Exhibits

         N/A

Item 8.  Change in Registrant's Fiscal Year

         N/A

[NETCOM\8K:WASVEI]-2
                                        2

<PAGE>

                                    SIGNATURE



     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            NetHoldings, Inc.
                                            (Registrant)



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

                                                            [NETCOM\8K:WASVEI]-2



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