SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-17874
(Check one): |X| Form 10-K and Form 10-KSB | | Form 11-K
| | Form 20-F | | Form 10-Q and Form 10-QSB
| | Form N-SAR
For period ended
| | Transition Report on Form 10-K and 10-KSB
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q and Form 10-QSB
| | Transition Report on Form N-SAR
For the transition period ended
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant NetHoldings.Com, Inc.
Former name if applicable Xplorer, S.A.
Address of principal executive office (Street and Number)
2929 South Maryland Parkway
City, State and Zip Code Las Vegas, Nevada 89109-2217
<PAGE>
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
| | (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
The Registrant's independent auditor's have not yet completed the audit
of the Registrant's December 31,1999 consolidated financial statements
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Steven B. Mortensen (702) 699-5400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
|X| Yes | | No
<PAGE>
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
| | Yes |X| No
During the year ended December 31, 1999, the Registrant had a
restructuring and is awaiting on certain information to complete the
Company's fiscal year end audit and depending upon the outcome of the
information, the results of the Registrant may significantly change.
NetHoldings.Com, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2000 By:/s/ Steven B. Mortensen
Steven B. Mortensen,
Chairman and President
<PAGE>
BROWN ARMSTRONG RANDALL REYES PAULDEN & McCOWN
Accountancy Corporation
4200 Truxtun Avenue, Suite 300
Bakersfield, California 93309
Telephone: (661) 324-4971; Facsimile: (661) 324-4997
March 30, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of NetHoldings.Com, Inc. (the "Registrant").
The Registrant has stated in Part III of its filing on Form 12b-25 that is
unable to timely file, without unreasonable effort or expense, its Annual Report
on Form 10-KSB for the year ended December 31, 1999 because we have not yet
completed our audit of the financial statements of the Registrant for the year
ended December 31, 1999 and are, therefore, unable to furnish the required
opinion on such financial statements.
We hereby advise you that we have read the statement made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements
made therein.
Very truly yours,
/s/ Brown Armstrong Randall Reyes Paulden & McCown
Brown Armstrong Randall Reyes Paulden & McCown
