As filed with the U.S. Securities and Exchange Commission on May 31, 2001




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                              NetHoldings.Com Inc..
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Nevada                                     88-0199674
--------------------------------             --------------------------------
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

              2929 South Maryland Parkway, Las Vegas, Nevada 89109
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)


                    The NetHoldings.Com Inc. 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


    Steven B. Mortensen,2929 South Maryland Parkway, Las Vegas, Nevada 89109
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (702) 897-3844
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)



<PAGE>



                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>


                                    Proposed     Proposed
                                    Maximum      Maximum
  Title of      Amount of Shares    Offering     Aggregate     Amount of
Securities to       to be           Price Per    Offering     Registration
be Registered     Registered        Share(1)     Price(1)         Fee
-------------   ----------------    ---------   -----------   ------------
<S>             <C>                 <C>         <C>           <C>
  $.001 par
value Common       2,500,000         $ 1.06     $2,650,000     $    662.50
   Stock
                ----------------    ---------   -----------   ------------
TOTALS             2,500,000           N/A      $2,650,000     $    662.50
                ================    =========   ===========   ============
</TABLE>





(1)      This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act and is calculated on the basis of the value of the
         common stock quotation as reported on the NASDAQ Bulletin Board.

                                        2

<PAGE>



                                   PROSPECTUS

                              NETHOLDINGS.COM INC.
                           2929 South Maryland Parkway
                               Las Vegas, NV 89014
                                 (702) 897-3844

                        2,500,000 SHARES OF COMMON STOCK


         This Prospectus relates to the offer and sale by NetHoldings.Com Inc.,
a Nevada corporation ("NetHoldings"), of 2,500,000 shares of its $.001 par value
per share common stock (the "common stock") to certain employees and consultants
(collectively, the "employees") pursuant to The NetHoldings.Com, Inc. 2001 Stock
Plan (the "Plan"). NetHoldings is registering hereunder and then issuing to
the persons covered by the Plan, upon receipt of adequate consideration
therefore, 2,500,000 shares of common stock for services performed.

         The common stock is not subject to any restriction on transferability.
Recipients of shares of common stock issued pursuant to the Plan other than
persons who are "affiliates" of NetHoldings, within the meaning of the
Securities Act of 1933 (the "Act"), may sell all or part of the shares of common
stock issued pursuant to the Plan in any way permitted by law, including sales
in the over-the-counter market at prices prevailing at the time of such sale. Of
the shares of common stock registered hereunder, all of the 2,500,000 shares may
be issued to present affiliates of NetHoldings. An "affiliate" is, summarily,
any director, executive officer or controlling shareholder of NetHoldings or any
one of its subsidiaries. An affiliate of NetHoldings is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If an
employee who is not now an affiliate becomes an affiliate of NetHoldings in the
future, she or he would then be subject to Section 16(b) of the Exchange Act.



          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.










                   The date of this Prospectus is May 30, 2001

                                        3

<PAGE>



         This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by NetHoldings with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to NetHoldings.Com, Inc.,
2929 South Maryland Parkway, Las Vegas, Nevada 89109, (702) 897-3844.

         NetHoldings is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by NetHoldings under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. NetHoldings' stock has been traded on the
over-the-counter market since September 16, 1997 and is currently reported by
the National Quotation Bureau Electronic Bulletin Board.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by NetHoldings. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of NetHoldings since the date hereof.

                                        4

<PAGE>



                               TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus...........................6

Item 1.  Plan Information......................................................6

Item 2.  Registrant Information and Employee Plan Annual Information...........9

Information Required in the Registration Statement............................10

Item 3.  Incorporation of Documents by Reference..............................10

Item 4.  Description of Securities............................................10

Item 5.  Interests of Named Experts and Counsel...............................10

Item 6.  Indemnification of Directors and Officers............................10

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................11

Signatures . . . . . . . . ...................................................13

Exhibit Index . . . . ........................................................14

                                        5

<PAGE>





                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS



ITEM 1.           PLAN INFORMATION

The Company

         NetHoldings.Com Inc. ("NetHoldings") has its principal executive
offices at 2929 South Maryland Parkway, Las Vegas, Nevada 89109, where its
telephone number is (702) 897-3844.

Purpose

         Pursuant to The NetHoldings.Com Inc. 2001 Stock Plan (the "Plan") which
has been approved by the Board of Directors, NetHoldings will issue common stock
to certain employees and consultants (collectively "employees")in exchange for
services rendered. The Plan will grant such employees shares of common stock or
the right to acquire shares of common stock pursuant to the Plan. The Plan is
intended to provide a method whereby NetHoldings can induce greater interest of
the employees in NetHoldings' future prosperity, thereby advancing the interests
of NetHoldings and all of its shareholders. A copy of the Plan has been filed as
an exhibit to this Registration Statement.

General Plan Information

         Pursuant to the Plan, the Board can authorize the issuance of up to an
aggregate of 2,500,000 shares of common stock of NetHoldings over a maximum of a
one year period, although the Board may shorten this period.

         The Board adopted the Plan on May 20, 2001. The Plan is intended to aid
NetHoldings in maintaining and continuing the development of a quality
management team, in attracting qualified employees who can contribute to the
future success of NetHoldings, and in providing such individuals with an
incentive to use their best efforts to promote the growth and profitability of
NetHoldings.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. Each Board member serves a
term of one year. If an annual meeting is not held the member shall serve until
the next submission of matters to a vote of Company's shareholders.



                                        6

<PAGE>



         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan. As no committee has been authorized
by the Board, the current Board members are the Plan administrators. This group
includes Steven Mortensen, Jon L. Lawver and Leonard Roman. The address of the
Board is The Board of Directors, NetHoldings.Com Inc.,2929 South Maryland
Parkway, Las Vegas, Nevada 89109. Its telephone number is (702) 897-3844.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds of the shares entitled to
vote on such removal. Plan administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan administrators shall interpret the Plan, which interpretation
is binding on the participants absent demonstrable error, to determine which
employees or others shall receive shares, decide the number of shares and
establish other terms of the options not already established in NetHoldings'
Plan. Information concerning changes in the Plan administrators will be provided
in the future either in NetHoldings' proxy statements, annual or other reports,
or in amendments to this document.

Securities to be Offered

         The Plan provides for the issuance of a maximum of 2,500,000 shares of
common stock to be issued in exchange for services.

Those Who May Participate in the Plan

         The Board or the Plan's administrators shall determine which of
NetHoldings's employees are eligible to receive shares as compensation under the
Plan. The term "employee" includes any employee, director, officer, or
consultant or advisor of NetHoldings or any of its subsidiaries. "Services"
shall include any and all bonafide professional or individual advice or effort
rendered for the benefit of NetHoldings, provided that such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered


         The Plan is not subject to ERISA and the securities are being issued by
NetHoldings and not purchased on the open market or otherwise. Shares issued
under the Plan shall be issuable as determined by the Plan administrators.
Shares granted under the Plan shall equal the fair market value of services
rendered, or to be rendered to, or on behalf of, NetHoldings.

         The shares of common stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the common stock or
a change in the number of issued and outstanding shares of common stock as a
result of a stock split, consolidation, or other recapitalization. Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.



                                        7

<PAGE>



Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
administrators except with respect to any shares then issued and outstanding
under the Plan. The Plan shall otherwise terminate on the earlier of the date
that is three years from the date first appearing in the Plan or the date on
which the two million five thousandth share is either issued under the Plan or
on which the two million five thousandth share is deregistered on a
post-effective amendment on Form S-8 filed with the Securities and Exchange
Commission (the "SEC"). No shares may be issued under the terms of the Plan
after the Plan has been terminated. The Board may alter or amend the Plan only
once during any six (6) month period, except as to comply with changes to the
Code. No termination, suspension, alteration or amendment may adversely affect
the rights of an employee entitled to receive shares under the Plan without the
consent of that employee.

Registrant Information and Employee Plan Annual Information

         NetHoldings will provide to any employee upon request a copy, without
charge, of NetHoldings's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
NetHoldings will also provide any employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. Requests for such information should be
directed to NetHoldings at 2929 South Maryland Parkway, Las Vegas, Nevada 89109.

Common Stock

         The Board has authorized the issuance of up to 2,500,000 shares of the
common stock to the employees upon effectiveness of this Registration Statement.

Employees

          Employees engaged, retained and employed by NetHoldings have or shall
be required to provide their expertise and advice to NetHoldings for the
purposes set forth in written agreements with NetHoldings.

No Restrictions on Transfer

         The employees will become the record and beneficial owners of the
shares of common stock upon issuance and delivery pursuant to the Plan, and they
shall be entitled to all of the rights of ownership, including the right to vote
any shares of common stock awarded and to receive ordinary cash dividends on the
common stock and the right to transfer or resell the common stock.

Tax Treatment to the Employees

         The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The employees, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary, the
employees will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. The employees
are urged to consult each of their tax advisors on this matter. Further, if any
recipient is an affiliate, Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

                                        8

<PAGE>






Tax Treatment to NetHoldings

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by
NetHoldings for federal income tax purposes in the taxable year of NetHoldings
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of NetHoldings acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to NetHoldings. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. NetHoldings has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for
NetHoldings's common stock issued hereunder to affiliates is equal to the value
of services rendered, as determined by the price such affiliates receive in any
subsequent sale of the shares. Shares of NetHoldings's common stock acquired
hereunder by persons other than affiliates are not subject to Section 16(b) of
the Exchange Act.

Item  2.          Registrant Information And Employee Plan Annual Information

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NetHoldings.Com Inc., 2929 South Maryland Parkway,
Las Vegas NV 89109; (702) 897-3844.



                                        9

<PAGE>



                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item  3.          Incorporation of Documents by Reference

         NetHoldings hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

                  (a)    NetHoldings's latest annual report, whether filed
         pursuant to Section 13(a) or 15(d) of the Exchange Act;

                  (b)    All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report referred to in (a), above; and

                  (c)    The latest prospectus filed pursuant to Rule 424(b)
         under the Securities Act.

Item 4.                   Description of Securities

         NetHoldings' common stock is registered under section 12 of the
Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Richard O. Weed, Esq. has rendered an opinion on the validity of the
securities being registered.  Mr. Weed is not an affiliate of NetHoldings and
owns One Thousand (1,000) shares of NetHoldings' common stock.

         The financial statements of NetHoldings incorporated by reference in
this prospectus for the year ended December 31, 2000 have been audited by Brown
Armstrong Randall Reyes Paulden & McCown Accountancy Corporation, independent
certified public accountants, as set forth in their report incorporated herein
by reference, and are incorporated herein in reliance upon such report given
upon the authority of said firms as experts in auditing and accounting.

Item 6.                   Indemnification of Directors and Officers

                  Nevada Revised Statute Section 78.7502 provides for the
elimination or limitation of liability for directors and officers who acted in
good faith and in a manner not reasonably believed to be opposed to the best
interests of the company. Moreover, Article Six of NetHoldings' Articles of
Incorporation provides that " an officer or director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages due to breach of fiduciary duty as such officer or director" except as
provided by Section 78.037. Section 78.037 provides that indemnification is not
authorized for (a) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) the payments of distributions in violation
of Nevada Revised Statute Section 78.300.


                                       10

<PAGE>



         The effect of these provisions will be to eliminate the rights of
NetHoldings and its stockholders, through shareholders' derivative suits of
behalf of NetHoldings, to recover monetary damages against a director for breach
of fiduciary duty as a director, except in situations described in clauses (a) -
(b) of the preceding paragraph.


Item 7.                   Exemption from Registration Claimed

                  Not applicable.

Item 8.                   Exhibits

                  (a)     The following exhibits are filed as part of this
         registration statement pursuant to Item 601 of Regulation S-K and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         5.               Opinion of Richard O. Weed, Esq. regarding the
                          legality of the securities registered
         10.              The NetHoldings.Com Inc. 2001  Stock Plan.
         23.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.
         23.2             Consent of Brown Armstrong Randall Reyes Paulden &
                          McCown Accountancy Corporation.
         99.1             Nevada Revised Statutes Sections 78.037 and 78.7502

Item 9.                   Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel, and the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

         NetHoldings hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement to:

                  (i)     include any prospectus required by Section 10 (a) (3)
                          of the Securities Act of 1933;

                  (ii)    reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective amendment thereof)

                                       11

<PAGE>



                          which, individually or in the aggregate, represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

                  provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraphs are incorporated by reference
                  from periodic reports filed by the registrant small business
                  issuer under the Exchange Act.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each post- effective amendment to the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, the
                  latest annual report to security holders that is incorporated
                  by reference in the prospectus and furnished pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Exchange Act; and, where interim financial information require
                  to be presented by Article 3 of Regulation S-X is not set
                  forth in the prospectus, to deliver, or cause to be delivered
                  to each person to whom the prospectus is sent or given, the
                  latest quarterly report that is specifically incorporated by
                  reference in the prospectus to provide such interim financial
                  information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of registrant's annual report
pursuant to Section 13(a) of the Securities Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       12

<PAGE>



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Henderson, State of Nevada on the 30th day of May,
2001.

                                                     NetHoldings.Com Inc.
                                                     (Registrant)



                                               By:   /s/ Steven B. Mortensen
                                                     ------------------------
                                                         Steven B. Mortensen
                                                         President

         Pursuant to the requirements of the Securities Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:


           Signatures                    Title              Date

/s/      Steven Mortensen               Director        May 30, 2001
-----------------------------

/s/      Leonard J. Roman               Director        May 30, 2001
-----------------------------

/s/      Jon L. Lawver                  Director        May 30, 2001
-----------------------------



                                       13

<PAGE>




                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX



         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:


   Exhibit
  Number in
 Registration                                                         Numbered
   Statement                 Description                                Page
-------------  ---------------------------------------------------     ------
     5.        Opinion of Counsel                                        15
    10.        NetHoldings.Com Inc. 2001 Stock Plan.                     18
    23.1       Consent of Richard O. Weed to Use of Opinion              21
    23.2       Consent of Independent Auditors                           22
    99.1       Nevada Revised Statutes Sections 78.037 and 78.7502       23



                                       14
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{"company-data": {"conformed-name": "NETHOLDINGS COM INC", "cik": "0000852570", "assigned-sic": "1040", "irs-number": "880199674", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61870", "film-number": "1650643"}, "business-address": {"street1": "2929 S MARYLAND PARKWAY", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7023203050"}, "mail-address": {"street1": "2929 S MARYLAND PARKWAY", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}, "former-company": [{"former-conformed-name": "XPLORER S A", "date-changed": "19960903"}, {"former-conformed-name": "GERANT INDUSTRIES INC", "date-changed": "19930513"}, {"former-conformed-name": "L A ENTERTAINMENT INC", "date-changed": "19920703"}]}
As filed with the U.S. Securities and Exchange Commission on May 31, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NetHoldings.Com Inc..
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Nevada                                     88-0199674
--------------------------------             --------------------------------
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

              2929 South Maryland Parkway, Las Vegas, Nevada 89109
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                    The NetHoldings.Com Inc. 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

    Steven B. Mortensen,2929 South Maryland Parkway, Las Vegas, Nevada 89109
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (702) 897-3844
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                    Maximum      Maximum
  Title of      Amount of Shares    Offering     Aggregate     Amount of
Securities to       to be           Price Per    Offering     Registration
be Registered     Registered        Share(1)     Price(1)         Fee
-------------   ----------------    ---------   -----------   ------------
$.001 par
value Common       2,500,000         $ 1.06     $2,650,000     $    662.50
   Stock
                ----------------    ---------   -----------   ------------
TOTALS             2,500,000           N/A      $2,650,000     $    662.50
                ================    =========   ===========   ============
(1)      This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act and is calculated on the basis of the value of the
         common stock quotation as reported on the NASDAQ Bulletin Board.

                                        2
PROSPECTUS

                              NETHOLDINGS.COM INC.
                           2929 South Maryland Parkway
                               Las Vegas, NV 89014
                                 (702) 897-3844

                        2,500,000 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale by NetHoldings.Com Inc.,
a Nevada corporation ("NetHoldings"), of 2,500,000 shares of its $.001 par value
per share common stock (the "common stock") to certain employees and consultants
(collectively, the "employees") pursuant to The NetHoldings.Com, Inc. 2001 Stock
Plan (the "Plan"). NetHoldings is registering hereunder and then issuing to
the persons covered by the Plan, upon receipt of adequate consideration
therefore, 2,500,000 shares of common stock for services performed.

         The common stock is not subject to any restriction on transferability.
Recipients of shares of common stock issued pursuant to the Plan other than
persons who are "affiliates" of NetHoldings, within the meaning of the
Securities Act of 1933 (the "Act"), may sell all or part of the shares of common
stock issued pursuant to the Plan in any way permitted by law, including sales
in the over-the-counter market at prices prevailing at the time of such sale. Of
the shares of common stock registered hereunder, all of the 2,500,000 shares may
be issued to present affiliates of NetHoldings. An "affiliate" is, summarily,
any director, executive officer or controlling shareholder of NetHoldings or any
one of its subsidiaries. An affiliate of NetHoldings is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If an
employee who is not now an affiliate becomes an affiliate of NetHoldings in the
future, she or he would then be subject to Section 16(b) of the Exchange Act.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                   The date of this Prospectus is May 30, 2001

                                        3
This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by NetHoldings with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to NetHoldings.Com, Inc.,
2929 South Maryland Parkway, Las Vegas, Nevada 89109, (702) 897-3844.

         NetHoldings is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by NetHoldings under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. NetHoldings' stock has been traded on the
over-the-counter market since September 16, 1997 and is currently reported by
the National Quotation Bureau Electronic Bulletin Board.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by NetHoldings. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of NetHoldings since the date hereof.

                                        4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus...........................6

Item 1.  Plan Information......................................................6

Item 2.  Registrant Information and Employee Plan Annual Information...........9

Information Required in the Registration Statement............................10

Item 3.  Incorporation of Documents by Reference..............................10

Item 4.  Description of Securities............................................10

Item 5.  Interests of Named Experts and Counsel...............................10

Item 6.  Indemnification of Directors and Officers............................10

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................11

Signatures . . . . . . . . ...................................................13

Exhibit Index . . . . ........................................................14

                                        5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

ITEM 1.           PLAN INFORMATION

The Company

         NetHoldings.Com Inc. ("NetHoldings") has its principal executive
offices at 2929 South Maryland Parkway, Las Vegas, Nevada 89109, where its
telephone number is (702) 897-3844.

Purpose

         Pursuant to The NetHoldings.Com Inc. 2001 Stock Plan (the "Plan") which
has been approved by the Board of Directors, NetHoldings will issue common stock
to certain employees and consultants (collectively "employees")in exchange for
services rendered. The Plan will grant such employees shares of common stock or
the right to acquire shares of common stock pursuant to the Plan. The Plan is
intended to provide a method whereby NetHoldings can induce greater interest of
the employees in NetHoldings' future prosperity, thereby advancing the interests
of NetHoldings and all of its shareholders. A copy of the Plan has been filed as
an exhibit to this Registration Statement.

General Plan Information

         Pursuant to the Plan, the Board can authorize the issuance of up to an
aggregate of 2,500,000 shares of common stock of NetHoldings over a maximum of a
one year period, although the Board may shorten this period.

         The Board adopted the Plan on May 20, 2001. The Plan is intended to aid
NetHoldings in maintaining and continuing the development of a quality
management team, in attracting qualified employees who can contribute to the
future success of NetHoldings, and in providing such individuals with an
incentive to use their best efforts to promote the growth and profitability of
NetHoldings.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. Each Board member serves a
term of one year. If an annual meeting is not held the member shall serve until
the next submission of matters to a vote of Company's shareholders.

                                        6
As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan. As no committee has been authorized
by the Board, the current Board members are the Plan administrators. This group
includes Steven Mortensen, Jon L. Lawver and Leonard Roman. The address of the
Board is The Board of Directors, NetHoldings.Com Inc.,2929 South Maryland
Parkway, Las Vegas, Nevada 89109. Its telephone number is (702) 897-3844.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds of the shares entitled to
vote on such removal. Plan administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan administrators shall interpret the Plan, which interpretation
is binding on the participants absent demonstrable error, to determine which
employees or others shall receive shares, decide the number of shares and
establish other terms of the options not already established in NetHoldings'
Plan. Information concerning changes in the Plan administrators will be provided
in the future either in NetHoldings' proxy statements, annual or other reports,
or in amendments to this document.

Securities to be Offered

         The Plan provides for the issuance of a maximum of 2,500,000 shares of
common stock to be issued in exchange for services.

Those Who May Participate in the Plan

         The Board or the Plan's administrators shall determine which of
NetHoldings's employees are eligible to receive shares as compensation under the
Plan. The term "employee" includes any employee, director, officer, or
consultant or advisor of NetHoldings or any of its subsidiaries. "Services"
shall include any and all bonafide professional or individual advice or effort
rendered for the benefit of NetHoldings, provided that such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan is not subject to ERISA and the securities are being issued by
NetHoldings and not purchased on the open market or otherwise. Shares issued
under the Plan shall be issuable as determined by the Plan administrators.
Shares granted under the Plan shall equal the fair market value of services
rendered, or to be rendered to, or on behalf of, NetHoldings.

         The shares of common stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the common stock or
a change in the number of issued and outstanding shares of common stock as a
result of a stock split, consolidation, or other recapitalization. Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.

                                        7
Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
administrators except with respect to any shares then issued and outstanding
under the Plan. The Plan shall otherwise terminate on the earlier of the date
that is three years from the date first appearing in the Plan or the date on
which the two million five thousandth share is either issued under the Plan or
on which the two million five thousandth share is deregistered on a
post-effective amendment on Form S-8 filed with the Securities and Exchange
Commission (the "SEC"). No shares may be issued under the terms of the Plan
after the Plan has been terminated. The Board may alter or amend the Plan only
once during any six (6) month period, except as to comply with changes to the
Code. No termination, suspension, alteration or amendment may adversely affect
the rights of an employee entitled to receive shares under the Plan without the
consent of that employee.

Registrant Information and Employee Plan Annual Information

         NetHoldings will provide to any employee upon request a copy, without
charge, of NetHoldings's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
NetHoldings will also provide any employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. Requests for such information should be
directed to NetHoldings at 2929 South Maryland Parkway, Las Vegas, Nevada 89109.

Common Stock

         The Board has authorized the issuance of up to 2,500,000 shares of the
common stock to the employees upon effectiveness of this Registration Statement.

Employees

          Employees engaged, retained and employed by NetHoldings have or shall
be required to provide their expertise and advice to NetHoldings for the
purposes set forth in written agreements with NetHoldings.

No Restrictions on Transfer

         The employees will become the record and beneficial owners of the
shares of common stock upon issuance and delivery pursuant to the Plan, and they
shall be entitled to all of the rights of ownership, including the right to vote
any shares of common stock awarded and to receive ordinary cash dividends on the
common stock and the right to transfer or resell the common stock.

Tax Treatment to the Employees

         The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The employees, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary, the
employees will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. The employees
are urged to consult each of their tax advisors on this matter. Further, if any
recipient is an affiliate, Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

                                        8
Tax Treatment to NetHoldings

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by
NetHoldings for federal income tax purposes in the taxable year of NetHoldings
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of NetHoldings acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to NetHoldings. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. NetHoldings has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for
NetHoldings's common stock issued hereunder to affiliates is equal to the value
of services rendered, as determined by the price such affiliates receive in any
subsequent sale of the shares. Shares of NetHoldings's common stock acquired
hereunder by persons other than affiliates are not subject to Section 16(b) of
the Exchange Act.

Item  2.          Registrant Information And Employee Plan Annual Information

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NetHoldings.Com Inc., 2929 South Maryland Parkway,
Las Vegas NV 89109; (702) 897-3844.

                                        9
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item  3.          Incorporation of Documents by Reference

         NetHoldings hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

                  (a)    NetHoldings's latest annual report, whether filed
         pursuant to Section 13(a) or 15(d) of the Exchange Act;

                  (b)    All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report referred to in (a), above; and

                  (c)    The latest prospectus filed pursuant to Rule 424(b)
         under the Securities Act.

Item 4.                   Description of Securities

         NetHoldings' common stock is registered under section 12 of the
Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Richard O. Weed, Esq. has rendered an opinion on the validity of the
securities being registered.  Mr. Weed is not an affiliate of NetHoldings and
owns One Thousand (1,000) shares of NetHoldings' common stock.

         The financial statements of NetHoldings incorporated by reference in
this prospectus for the year ended December 31, 2000 have been audited by Brown
Armstrong Randall Reyes Paulden & McCown Accountancy Corporation, independent
certified public accountants, as set forth in their report incorporated herein
by reference, and are incorporated herein in reliance upon such report given
upon the authority of said firms as experts in auditing and accounting.

Item 6.                   Indemnification of Directors and Officers

                  Nevada Revised Statute Section 78.7502 provides for the
elimination or limitation of liability for directors and officers who acted in
good faith and in a manner not reasonably believed to be opposed to the best
interests of the company. Moreover, Article Six of NetHoldings' Articles of
Incorporation provides that " an officer or director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages due to breach of fiduciary duty as such officer or director" except as
provided by Section 78.037. Section 78.037 provides that indemnification is not
authorized for (a) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) the payments of distributions in violation
of Nevada Revised Statute Section 78.300.

                                       10
The effect of these provisions will be to eliminate the rights of
NetHoldings and its stockholders, through shareholders' derivative suits of
behalf of NetHoldings, to recover monetary damages against a director for breach
of fiduciary duty as a director, except in situations described in clauses (a) -
(b) of the preceding paragraph.

Item 7.                   Exemption from Registration Claimed

                  Not applicable.

Item 8.                   Exhibits

                  (a)     The following exhibits are filed as part of this
         registration statement pursuant to Item 601 of Regulation S-K and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         5.               Opinion of Richard O. Weed, Esq. regarding the
                          legality of the securities registered
         10.              The NetHoldings.Com Inc. 2001  Stock Plan.
         23.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.
         23.2             Consent of Brown Armstrong Randall Reyes Paulden &
                          McCown Accountancy Corporation.
         99.1             Nevada Revised Statutes Sections 78.037 and 78.7502

Item 9.                   Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel, and the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

         NetHoldings hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement to:

                  (i)     include any prospectus required by Section 10 (a) (3)
                          of the Securities Act of 1933;

                  (ii)    reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective amendment thereof)

                                       11
which, individually or in the aggregate, represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

                  provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraphs are incorporated by reference
                  from periodic reports filed by the registrant small business
                  issuer under the Exchange Act.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each post- effective amendment to the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, the
                  latest annual report to security holders that is incorporated
                  by reference in the prospectus and furnished pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Exchange Act; and, where interim financial information require
                  to be presented by Article 3 of Regulation S-X is not set
                  forth in the prospectus, to deliver, or cause to be delivered
                  to each person to whom the prospectus is sent or given, the
                  latest quarterly report that is specifically incorporated by
                  reference in the prospectus to provide such interim financial
                  information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of registrant's annual report
pursuant to Section 13(a) of the Securities Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       12
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Henderson, State of Nevada on the 30th day of May,
2001.

                                                     NetHoldings.Com Inc.
                                                     (Registrant)

                                               By:   /s/ Steven B. Mortensen
                                                     ------------------------
                                                         Steven B. Mortensen
                                                         President

         Pursuant to the requirements of the Securities Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

           Signatures                    Title              Date

/s/      Steven Mortensen               Director        May 30, 2001
-----------------------------

/s/      Leonard J. Roman               Director        May 30, 2001
-----------------------------

/s/      Jon L. Lawver                  Director        May 30, 2001
-----------------------------

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:

   Exhibit
  Number in
 Registration                                                         Numbered
   Statement                 Description                                Page
-------------  ---------------------------------------------------     ------
     5.        Opinion of Counsel                                        15
    10.        NetHoldings.Com Inc. 2001 Stock Plan.                     18
    23.1       Consent of Richard O. Weed to Use of Opinion              21
    23.2       Consent of Independent Auditors                           22
    99.1       Nevada Revised Statutes Sections 78.037 and 78.7502       23

                                       14