<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ------------

                                   FORM 10-K
(Mark One)
   [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 33-19139-NY

                                  ------------

                           NETAMERICA.COM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                               11-2936371
     (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

    TWO EMBARCADERO CENTER, SUITE 200
            SAN FRANCISCO, CA                             94111
 (Address of Principal Executive Offices)               (Zip Code)

                                 (415) 371-9800
              (Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:  None


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of the voting and non-voting common stock
held by non-affiliates of the registrant as of March 27, 2000 was approximately
$483,945,000.

         The registrant had issued and outstanding 17,019,651 shares of its
common stock on March 27, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part III incorporates information by reference from the registrant's
2000 proxy statement for its annual meeting of shareholders to be held on April
20, 2000.

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                           NETAMERICA.COM CORPORATION
                                    FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                                                           <C>
PART I
     ITEM 1.   BUSINESS....................................................................................    5
     ITEM 2.   PROPERTIES..................................................................................   12
     ITEM 3.   LEGAL PROCEEDINGS...........................................................................   12
     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........................................   12
PART II
     ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......................   16
     ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA........................................................   17
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF.....................................................   18
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............................................   18
     ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................   28
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................................   29
               INDEPENDENT AUDITORS REPORT.................................................................   30
               CONSOLIDATED BALANCE SHEETS.................................................................   31
               CONSOLIDATED STATEMENTS OF OPERATIONS.......................................................   32
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY.............................................   33
               CONSOLIDATED STATEMENTS OF CASH FLOWS.......................................................   35
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................................   36
     ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........   44
PART III
     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.............................................   44
     ITEM 11.  EXECUTIVE COMPENSATION......................................................................   44
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............................   44
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................   44
PART IV
     ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K............................   45
     SUPPLEMENTAL INFORMATION TO BE FILED BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
     TO SECTION 12 OF THE ACT .............................................................................   46
     SIGNATURES ...........................................................................................   47
</TABLE>


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                                    FORM 10-K

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

        We are a pioneer in the development of business-to-business ("B2B")
e-commerce for the telecommunications industry. We are a development stage B2B,
e-commerce company seeking to develop new transaction services for the estimated
$1 trillion international market for telecommunications services. We focus on
developing, operating and maintaining liquid, efficient and automated online
market services to trade bandwidth and other telecommunications products. Since
its launch in January 1998, the RateXchange portal (www.ratexchange.com) has
registered more than 5,000 members, and is currently growing at a rate of 200
new members per month. In February 2000, we announced the launch of the
RateXchange Real-Time Bandwidth eXchange ("RTBX"). We believe RTBX is the first
online exchange specializing in telecommunication bandwidth as a tradeable
commodity. We also announced the opening of our first two delivery hubs in New
York and Los Angeles where carriers will interconnect to the exchange. During
2000, we expect to commence other revenue-generating services such as
RateXchange CustomAuctions for buying and selling of other telecommunications
products and services and to open additional interconnection delivery hubs.

GENERAL DEVELOPMENT OF BUSINESS

        The Company was originally incorporated as Venture World, Ltd. on May 6,
1987 under the laws of the State of Delaware for the purpose of developing or
acquiring general business opportunities. We did not have any material
operations from 1992 to 1998.

        On September 30, 1998, we acquired PolarCap, Inc. As a result of this
acquisition, PolarCap became our wholly owned subsidiary. PolarCap is a
California corporation that was organized in April 1997 for the purpose of
investing in and developing rights to a variety of software technologies related
to multimedia, development tools, and applications technologies.

        In September 1998, in connection with our strategy to acquire and
consolidate Internet Service Providers ("ISP"), we also entered into an
agreement with NetAmerica, Inc., a Washington corporation, pursuant to which we
agreed to purchase the outstanding stock of Net America, Inc. Net America, Inc.
subsequently agreed to be renamed A1 Internet, Inc. and agreed to assign and
transfer to us all of its right, title and interest in the name "Net America."
We determined in March 1999 that it was not in our best interest to complete the
purchase of A1 Internet's stock after A1 Internet acknowledged that certain
representations made to us were inaccurate. Consequently, on March 16, 1999, we
entered into an agreement with A1 Internet to abandon the stock purchase and
settle our differences.

        In 1999, we changed the name of the Company to NetAmerica.com
Corporation. Shortly thereafter, we incorporated Telenisus Corporation, a
Delaware corporation, as one of our wholly owned subsidiaries. Telenisus is a
development stage company that is seeking to become a single source provider of
secure and reliable Internet-based business-to-business services to corporate
customers, carriers, ISPs and marketers of telecommunications services. Through
acquisitions and internal business development, Telenisus seeks to develop a
full suite of Internet and data network management tools that will enable
customers to increase productivity, to reduce costs and to access a wide range
of Internet, e-commerce, security and communication applications from a one-stop
network service delivery provider.

       On or about November 3, 1999, Telenisus announced the closing of its
first independent private placement financing. The common stock issued in this
financing, together with stock issued in a Telenisus-subsidiary acquisition,
reduced our percentage ownership interest in Telenisus to less than 10%.
Telenisus used the proceeds of the financing to expand its management team and
to accelerate development of its four service families: virtual private
networks, managed firewall/security services, Web site and application hosting,
and e-commerce. Telenisus is focused on delivering its business Internet
solutions to large and mid-sized corporate customers.


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        On July 6, 1999, we acquired 100% of the outstanding stock of Rate
Exchange, Inc., a Colorado corporation, through a merger into RateXchange, Inc.,
our wholly owned Delaware subsidiary. The Delaware subsidiary was the surviving
entity. We paid 574,998 shares of common stock and $450,000 in a note that was
due one year from the date of closing. This note is now fully paid. On July 23,
1999, RateXchange entered into an agreement with a consultant for market
development expertise as applied to the telecommunications market. In exchange
for these services, RateXchange agreed to issue up to 10% of its common stock
based on successful completion and delivery of certain software. As of the date
of this report, no shares of RateXchange, Inc. have been issued under the
consultant agreement and the parties are in discussions regarding termination of
this agreement.

        On September 15, 1999, RateXchange and Donald H. Sledge entered into an
employment agreement under which RateXchange agreed to grant Mr. Sledge an
equity position of up to 10% of RateXchange's outstanding stock through a stock
purchase right. RateXchange has now agreed to repurchase Mr. Sledge's equity as
part of our restructuring.

        RateXchange is a development stage B2B, e-commerce company seeking to
develop new transaction services for the estimated $1 trillion international
market for telecommunications services. RateXchange has operated an
Internet-based lead generation service for trading in long-distance minutes,
telephony minutes and bandwidth since January 1998. As of March 2000, the lead
generation service has registered more than 5,000 members and facilitated more
than 900 offline transactions. RateXchange historically has generated minimal
revenues from these lead-generation services and from the collection and
dissemination of telecommunications market data.

        On February 7, 2000, we announced our intention to change our name to
RateXchange Corporation (subject to shareholder approval) and to focus our
efforts on the business of RateXchange, Inc. As part of our restructuring,
Donald H. Sledge agreed to serve as our Chairman and CEO.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

        This annual report, including all documents incorporated herein by
reference, includes certain "forward-looking statements" within the meaning of
that term in Section 27A of the Securities Act of 1933, and Section 21E of the
Exchange Act, including, among others, those statements preceded by, followed by
or including the words "believes," "expects," "anticipates" or similar
expressions.

        These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties. Our actual
results could differ materially from these forward-looking statements. In
addition to the other risks described in the "Factors That May Affect Future
Results" discussion under Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations in Part II of this annual report,
important factors to consider in evaluating such forward-looking statements
include:

        -   changes in our business strategy or an inability to execute our
            strategy due to unanticipated changes in the market,

        -   our ability to raise sufficient capital to meet operating
            requirements,

        -   various competitive factors that may prevent us from competing
            successfully in the marketplace, and

        -   changes in external competitive market factors or in our internal
            budgeting process which might impact trends in our results of
            operations.

In light of these risks and uncertainties, there can be no assurance that the
events contemplated by the forward-looking statements contained in this annual
report will, in fact, occur.

PRODUCTS & MARKETS

        We initially anticipate revenue from four sources:

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        1.  Transaction fees on trades executed through RTBX, typically
            generated as commissions paid by both buyer and seller upon each
            trade;

        2.  Service fees for CustomAuctions paid by the offeror for holding an
            Auction Event;

        3.  Exchange membership fees which entitle members to trading privileges
            and Web-based, premium marketplace information services; and

        4.  Advertising revenues from exchange members or suppliers purchasing
            advertising banners for display on the RateXchange portal.

We have developed an efficient and flexible exchange platform based upon robust
and open technical architecture, proprietary intellectual property, and
strategic customer relationships to facilitate business-to-business trade
through our three primary online exchange services:

<TABLE>
<CAPTION>
EXCHANGE                       B2B TELECOM
SERVICE                        PRODUCTS TRADED         KEY BENEFITS TO EXCHANGE PARTICIPANTS
----------------------------   ----------------------  --------------------------------------
<S>                            <C>                     <C>
                               Minutes, VoIP           -    Free leads for standard products
Lead Generation                Bandwidth, Co-location  -    Community-building
                                                       -    Open access to real time market info

Real-Time Bandwidth eXchange   Bandwidth (standard     -    Anonymous trading
(RTBX)                         increments ranging      -    Managed credit, settlement & delivery
                               from DS1 to OC-x)       -    Spot and Forward trading
                                                       -    Effective risk and yield management

RateXchange                    Blocks of Bandwidth,    -    Large market of prequalified competitive
CustomAuctions                 Minutes, Internet            bidders
                               Access, etc.            -    Reduced time & cost of sales
                                                       -    RateXchange contract & market design allows
                                                            specialized transactions
</TABLE>

        From inception, we have believed that inefficiencies in the global
telecommunications marketplace cost carriers (and their customers) billions of
dollars in operating costs and missed business opportunities. Due to the
explosive growth of the Internet, e-commerce and other forms of data and
bandwidth intensive transmissions and the increasingly competitive nature of
global telecommunications, we believe that participants in telecommunications
market will increasingly seek to maximize the efficiency and speed of their
buying and selling of bandwidth and other telecommunications products and
services. Telecommunications transactions, in general, are hindered by lack of
standardized contracts and the traditional requirement to negotiate every aspect
of interconnection, delivery, quality of service, payment and settlement terms,
terms and conditions, and dispute resolution. Lack of adequate, real-time market
pricing information has also resulted in many tiers of arbitrage, which results
in further market inefficiencies. While others, including some of our
competitors, have created online sites which mirror and perpetuate this
inefficient, arbitrage-based market, we believe we have created a new paradigm
which reflects the "commoditization" of bandwidth and certain other
telecommunications products and services.

        In order to increase participation by buyers and sellers of
telecommunications products in this more efficient marketplace, we are
introducing an evolutionary model to educate the industry and to encourage
membership in the RateXchange portal. Since the telecommunications industry is
highly competitive and buying decisions are almost entirely based on even small
pricing differentials, we seek market entry and awareness by focusing on
acquiring and publishing real time pricing information. Our pricing indices are
regularly quoted and relied upon by industry publications and industry
professionals. We intend to use our various exchange platforms and products to
enable participants to benefit from equal, real time access to accurate pricing
information. These existing and planned exchange platforms include:

LEAD-GENERATION SERVICES (COMMENCED DECEMBER 1997)

        The RateXchange lead-generation service has built an online community of
capacity traders. Registration for the service is free and available to capacity
suppliers and buyers or their direct representatives. Members post bids and
offers in an electronic format and members' identities are kept anonymous. When
a member wishes to accept a bid or offer and engage in a transaction, our
traders manually introduce the parties to generate the lead. We currently
operate lead generation for basic, non-delivered products as a non-revenue
generating service to build


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membership and traffic to our portal and to educate active exchange participants
about the additional benefits of online trading.

REAL-TIME BANDWIDTH eXCHANGE (RTBX) (COMMENCED FEBRUARY 2000)

        Deploying an online bandwidth exchange is the cornerstone of the
RateXchange business-to-business e-commerce strategy. On the RTBX, carriers and
capacity users establish memberships, adhere to terms and conditions established
by us for telecommunications performance standards and financial terms, and
trade in the exchange's multiple-user environment. To facilitate delivery of
capacity traded on our exchange, buyers and sellers interconnect facilities at
one or more of RateXchange's delivery hubs in the cities that comprise the
natural termination points for major traffic corridors. In February 2000, we
announced our opening of delivery hubs at major carrier interconnection
facilities in New York and Los Angeles. Once interconnected, customers can buy
or sell bandwidth with any other RateXchange member based on the standardized
contractual and credit terms and conditions.

CUSTOMAUCTIONS (PLANNED COMMENCEMENT: MID-2000)

        We intend to develop a CustomAuctions service to facilitate the trade of
products with specific product, geographic or financial requirements that are
not covered by the RTBX. CustomAuctions service benefits include:

        1.  Providing specialized products to a large and pre-qualified market;

        2.  Significantly reducing time and cost of the transaction;

        3.  "Book-building" process to assure matching of supply/demand to
            contract and market design; and

        4.  Market and contract design to assure optimal price discovery in
            auction events.

We anticipate the first CustomAuctions auction event to be held during the year
2000.

COMPETITIVE CONDITIONS

        Products, services and geographic location define the competitive
landscape for online bandwidth trading. At this stage in the telecommunications
exchange industry's development, we believe first-mover advantage is
significant. Because participation in a real-time bandwidth exchange requires
physical connection to one of the exchange's interconnection locations, once a
carrier is connected, the cost of moving operations to a new exchange will be
significant. In addition, building a critical mass of connected carriers creates
a network effect, with each new connection enhancing the value of the service to
all customers and raising the barrier to competition. For these reasons, we are
focused on attracting large numbers of users to our exchange and in connecting
significant numbers of carriers and other traders of bandwidth to our delivery
hubs.

        We believe we are well positioned to compete effectively in this
competitive landscape for three reasons:

                - NEUTRALITY - We believe that some of our competitors intend to
        take positions in their own exchanges as market makers. This will
        generate initial liquidity, but carrier reactions have been negative as
        these companies are perceived as competing with their own exchange
        customers.

                - FIRST-MOVER ADVANTAGE - We believe that we are one of the
        first bandwidth exchanges established in the United States and among the
        first in the world. We also believe that we are currently one of the
        only United States exchanges that:

                 -  Provides a neutral bandwidth exchange with no other lines of
                    business;

                 -  Provides delivery hubs in more than one region; and

                 -  Provides a spot and forward contract exchange.

                - INDUSTRY EXPERIENCE - Our management team's knowledge of key
        industry participants in the core market and expertise in telephony and
        financial markets adds credibility and reduces time to market.


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COMPETITORS

        The companies currently in the online bandwidth trading market fall into
three categories: real-time exchanges, clearinghouses and lead-generation
services. We plan to operate primarily in the first category but will operate
services in other categories. Another category, offline brokers, also competes
with the new paradigm of online bandwidth trading.

              -       ELECTRONIC EXCHANGES

                      RTBX is an online electronic exchange. In the real-time
        exchange model, a neutral third party operates an Internet-based
        exchange with integrated real-time delivery of capacity bought and sold.
        Members trade online on a route-by-route basis with variable terms. The
        exchange provides a trading forum and facilitates the transaction
        between buyer and seller, maintaining anonymity, and providing billing
        and settlement services, quality assurance and the physical delivery hub
        to fulfill the transaction. A typical business model involves a fee for
        initial connection to the delivery hub, exchange membership fees and
        commissions on each transaction completed on the exchange.

              -       CLEARINGHOUSES

                      Clearinghouses differ from exchanges in that they
        aggregate supply and demand (sometimes taking a speculative position in
        the market) and contract directly with buyers or sellers, rather than
        facilitating a relationship between the two. In the current telecom
        market, clearinghouses often also act as carriers, providing transit
        over their own networks and least-cost routing services. Despite the
        cost advantages of least-cost routing, many buyers are uncomfortable
        ceding control of route selection to a third party or an automated
        system. Most clearinghouse services deal only in IP telephony minutes, a
        market that is small at the moment but growing rapidly.

              -       LEAD-GENERATION

                      Companies in the lead-generation category, including our
        own lead-generation service, provide an opportunity for buyers and
        sellers to identify trading opportunities through online listings. The
        buyers and sellers then complete their deals offline, paying a
        commission back to the listing service upon completion of the deal. In
        contrast to real-time exchanges and clearing houses, lead-generation
        services do nothing to reduce the typical 60-90 day fulfillment cycle.
        They also typically depend on the "honor system" for buyers and sellers
        to send commissions back to the lead-generation service. Though not
        directly challenging to us, some lead-generation services include
        geographic areas complementary to our initial targets.

              -       AUCTIONS

                      While Clearinghouse models employ an auction market design
        into their least-cost routing mechanism, there is only one other
        competitor that we know of that provides a service similar to our
        CustomAuctions. This competitor is believed to have held at least one
        auction but is not believed to have provided the contracting or market
        design components and the auction was not a web-based event.

              -       OFFLINE BROKERS

                      As with any technological change, online bandwidth trading
        must compete with established practices and routines. In this case, some
        carriers do their own buying and selling through bilateral transactions
        while others rely on brokers. The most successful brokers act as agents
        for a small clientele of carriers, assisting them in buying and selling
        certain routes for a commission estimated at $0.0025 to $0.005 per
        minute. We will seek to attract some of these brokers to become traders
        through RTBX.


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<PAGE>   8
TARGET CUSTOMERS

        The market for domestic and international bandwidth includes dominant
major Tier 1 carriers such as AT&T and MCI WorldCom as well as wholesale-only
carriers, resellers, brokers and large multinational corporations. Customer
interviews, surveys and a review of the industry press have yielded the
following observations:

        -   Customers have significant frustrations with the current process;

        -   Customers see benefits to trading with us;

        -   Customers have indicated willingness to interconnect with us and are
            willing to pay for our services; and

        -   In addition to carriers, large corporate users of bandwidth and
            telecom products may become direct users to purchase selected
            bandwidth on a domestic or international city-to-city basis.

        We anticipate that some early participants in the RTBX will be the large
inter-exchange carriers that are seeking ways to reduce sales inefficiencies and
take advantage of a new sales channel. These carriers have large and sometimes
costly sales forces aimed at the wholesale, ISP, and enterprise markets (the
Fortune 500). Selling bandwidth through us should allow carriers and ISPs to
serve additional market segments where they have less success due to the
cumbersome contract process, interconnection inefficiencies or where it may not
be financially prudent to use sales resources to sell low end products such as
DS-1 and DS-3 private lines. Our products may also allow carriers to serve
additional market segments, without re-directing, retraining or redeploying
their workforce. Because our members seeking to sell bandwidth and other
products will be required to agree to quality standards prior to
interconnection, we expect that the willingness of buyers to trade in our online
environment may be enhanced.

        We believe that international carriers and ISPs seeking to expand their
operations into the United States may also be early participants in the
bandwidth markets. Many of these companies want to enter the United States
marketplace without the appearance that they are partnering with a particular
United States carrier. Initially, second- and third-tier carriers may buy
through us to obtain the best market pricing and to ensure a guaranteed
connection timeframe. We estimate that as acceptance of our exchange grows,
large ISPs and enterprises with strategic applications that require bandwidth
for a guaranteed period of time may use us to ensure access to bandwidth at the
required time of their application.

        Initial buyers on our portal are expected to be small carriers, new
carriers, resellers and ISPs. We will offer these buyers easy access to large
carriers and their product offerings at competitive prices. Buyers will have
identical access, no matter their size or expertise, to the same competitive
products, prices and quality standards. Some of the new carriers interested in
this model are expected to include international telecommunications companies
entering the United States marketplace.

INDUSTRY INFORMATION

INDUSTRY OVERVIEW

        At least one analyst estimates the market for bandwidth trading will
reach $12 billion in traffic with orders of magnitude greater in traded volume
in 5 years. Some analysts go further to predict that the competitive, or
tradable, market for communications bandwidth will exceed $400 billion in 2005,
surpassing the competitive worldwide market for electricity and gas.

SUITABILITY OF TELECOMMUNICATIONS FOR BUSINESS-TO-BUSINESS E-COMMERCE

        -   LARGE ADDRESSABLE MARKET - Annual global spending on telecom
            services is currently $726 billion and is expected to grow to $1
            trillion by 2001. Technology and deregulation continue to transform
            the telecommunications market from a closed industry made up of
            localized monopolies to an increasingly competitive marketplace.
            Formerly state-owned carriers must both defend their own markets and
            pursue opportunities abroad to remain competitive. Both new and
            legacy carriers are taking advantage of rapid advances in technology
            to build new networks with drastically lower costs of operation.
            Liberalization of telecommunications, most recently with the World
            Trade Organization agreement in which 70 countries,


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<PAGE>   9
            comprising 90% of telephone users, is allowing carrier competition.
            The number of carriers licensed to trade international voice traffic
            in the United States alone has doubled in each of the past three
            years to well over 1,200.

        -   LOW TECHNOLOGICAL BARRIERS. - Most telecommunications professionals
            are sophisticated users and present no barrier to adoption based on
            innovations in software or hardware.

        -   BANDWIDTH IS A PERISHABLE COMMODITY - If bandwidth is not utilized
            as an asset, the return on that asset is lost. Traditionally,
            perishable commodities have been liquidated at a great loss to the
            seller. We estimate that bilateral trading of bandwidth has resulted
            in a loss equal to the market value of excess capacity.

        -   MARKET FRICTION AND INEFFICIENCY - Carriers are increasingly seeking
            to use partnerships and outsource agreements to quickly gain access
            to new markets or to alleviate congestion in their current networks.
            These are the market drivers behind the rapidly growing spot and
            forward markets. However, despite advances in hardware and software
            technologies and increasing network interconnection,
            telecommunications transactions remain inefficient due to legacy
            business processes still utilized by carriers of all sizes.

TELECOMMUNICATIONS CAPACITY AS A BUSINESS-TO-BUSINESS COMMODITY

        We believe that bandwidth demonstrates the qualities of a successful
tradable commodity. In order for a commodity to be successfully traded through
e-commerce, there needs to be a need or desire, economic or otherwise, to
promote trading, a sufficient number of buyers and sellers, standardization of
the commodity, and a physical ability to deliver the traded commodity.

        We also believe there are a sufficient number of buyers and sellers to
support telecom bandwidth capacity as a commodity. The current trading methods
in bandwidth are quite inefficient given the multiple national and global
networks with approximately 10,000 potential buyers, including more than 6,000
ISPs. With such a large universe of potential buyers and sellers, we believe it
is atypical that a buyer or seller has achieved their best possible price using
the current bilateral, telephone-based, purchasing and selling approach.

        Our hub approach further standardizes the trading points around delivery
hubs where large amounts of product are already traded. This hub approach has
proven very successful in natural gas (i.e., Henry Hub, Chicago and Perriem
Basin as the three big pool points) and in electricity (i.e., New York power
pool and Bloomberg's hub market such as the Western PJM Hub). An effective
exchange market requires an efficient delivery system and our delivery hubs are
expected to fulfill this requirement by establishing seamless delivery
capability at the traded points.

        It is an economic axiom that all markets for services and commodities
are finite. Bandwidth is not a storable commodity; thus creative pricing
mechanisms will be played against one another until some predictability and
experience is gained. As demand approaches marginal costs, and suppliers,
jointly or in unison, move to limit supply, prices will approach equilibrium,
increasing volatility and furthering the online trading solution as the best
means to manage risk.

        Finally, our approach of standardizing contracts (i.e., DS-1 and DS-3
monthly and yearly contracts), trading rules, settlement, scheduling, billing,
credit management and managed delivery should further enhance online trading of
bandwidth.

INTELLECTUAL PROPERTY

        We have applied for several trademarks covering specific businesses and
products offered on our internet web site. We also hold several software
licenses that are critical to our ongoing business. We do not have any patents
or franchises.


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<PAGE>   10
RESEARCH & DEVELOPMENT

        We conduct on-going research in the areas of commoditization of
telecommunications bandwidth in evolving pricing models for bandwidth and other
telecommunications products and services, and we are developing future products
and services based on this research. During 1999, we estimate that we spent
approximately $100,000 to commission proprietary university-based and private
sector research in these areas. Prior to 1999, we did not have any significant
expenditures for research and development.

EMPLOYEES

        As of March 27, 2000, NetAmerica.com and its subsidiaries employed
approximately thirty (30) people. We believe our relations with our employees
are good. Our employees are not subject to any collective bargaining agreements.

ITEM 2. PROPERTIES

        Our principal facility is located at 185 Berry Street, Suite 3515, San
Francisco, California. We hold a lease on this facility. We believe that this
property is suitable for our immediate needs; however, we may expand our
facilities or relocate in the future.

ITEM 3. LEGAL PROCEEDINGS

        On February 3, 2000, we filed a lawsuit against Waave
Telecommunications, Inc. in the San Francisco County Superior Court (Case No.
309608). Other defendants named in the lawsuit include Robert W. Ingraham, Gran
Columbia Resources, Inc. (aka Waave Telecommunications, Inc.) and Does One
through Fifty. The lawsuit involves claims for breach of contract, promissory
estoppel, fraud and deceit, intentional interference with a contract and
prospective economic advantage, and unfair and unlawful business practices. We
are seeking in excess of $1 million in compensatory damages, exemplary damages,
interest and attorneys fees.

        On February 24, 2000, Concentric Network Corporation filed a lawsuit
against NetAmerica, Inc., aka A1 Internet, Inc., and us in the Superior Court of
California for the County of Santa Clara (CV 784335). The lawsuit involves
claims for breach of contract and common counts based on A1 Internet's
nonperformance in a settlement agreement between A1 Internet, Concentric and us.
Concentric is asking for compensatory damages of at least $167,794, restitution,
costs and attorney fees. We have issued 23,305 shares of our common stock for
settlement of this dispute and we do not believe that any additional
compensation will be required to resolve this lawsuit.

        Additionally, from time to time, we are involved in ordinary routine
litigation incidental to our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        We held our annual meeting of shareholders on December 16, 1999. During
the meeting, holders of 7,659,141 shares, out of 13,645,156 shares outstanding
on the record date, attended either in person or by proxy. With respect to the
election of the Board of Directors, shareholders cast all of the 7,659,141
shares present and entitled to vote, with the following results: 7,659,141 votes
in favor of the appointment of Douglas D. Cole, John Dixon, Douglas Glen, Edward
P. Mooney and Donald H. Sledge as directors of the Company, 0 votes against and
0 abstentions.

        With respect to the approval of our 1999 Stock Option Plan, shareholders
cast all of the 7,659,141 shares present and entitled to vote, with the
following results: 7,658,641 votes in favor of approval of the 1999 Stock Option
Plan, 500 votes against and 0 abstentions.

        With respect to the ratification of the appointment of independent
auditors, shareholders cast all of the 7,659,141 shares present and entitled to
vote, with the following results: 7,658,941 votes in favor of ratification of
the appointment of Crouch, Bierwolf & Chisholm as our independent auditors for
the fiscal year ending December 31, 1999, 200 votes against and 0 abstentions.


                                       12
<PAGE>   11
EXECUTIVE OFFICERS OF THE REGISTRANT

        The following sets forth certain information regarding our executive
officers as of March 27, 2000:

<TABLE>
<CAPTION>
Name                       Age                                Position
----------------           ---         ------------------------------------------------------
<S>                        <C>         <C>
Donald H. Sledge            59         Chairman of the Board of Directors and Chief Executive Officer
Ross Mayfield               29         President
Paul Wescott                42         Executive Vice President and Chief Operating Officer
Philip Rice                 42         Executive Vice President and Chief Financial Officer
</TABLE>

---------------------

Donald H. Sledge

        Mr. Sledge was appointed Chairman of the Board of Directors and Chief
Executive Officer of the Company in February 2000. He has been a member of the
Board since September 1999. Mr. Sledge also serves as an officer of RateXchange,
Inc. Previously, he served as President and Chief Executive Officer of TeleHub
Communications Corporation, a next generation ATM-based telecommunications
company. From 1994 to 1995, Mr. Sledge was President and Chief Operating Officer
of WCT, a $160 million long-distance telephone company that was one of Fortune
Magazine's 25 fastest growing public companies before it was acquired by
Frontier Corporation. Mr. Sledge has also served as:

        -   the head of operations for New T&T, a Hong Kong-based start-up
            company competing with Hong Kong Telephone,

        -   the Chairman and Chief Executive Officer of New Zealand Telecom
            International,

        -   a member of the executive board of TCNZ, where he led privatization
            and public offerings,

        -   the managing director of New Zealand's largest operating telephone
            company, Telecom Auckland Ltd., and

        -   the President and Chief Executive Officer of Pacific Telesis
            International.

One of the subsidiaries of TeleHub Communications, TeleHub Network Services
Corporation, filed for bankruptcy several months after Mr. Sledge resigned from
TeleHub. Mr. Sledge holds a Master of Business Administration degree and a
Bachelors of Arts degree in Industrial Management from Texas Technological
University.

Ross Mayfield

        Mr. Mayfield was appointed President of the Company in February 2000. He
is a co-founder of RateXchange, Inc. and has also served as an officer of
RateXchange, Inc. since July 1999. Mr. Mayfield was previously the marketing
director for a privately held telecommunications group in the Baltic States and
was the lead manager of the group's initial public offering. He founded:

        -   a Web design/software development company headquartered in Tallinn,
            Estonia, and

        -   an Internet service provider that provides access on cable TV
            networks in Estonia and Lithuania.

Mr. Mayfield is also a former foreign and telecommunications policy advisor to
the Office of the President of Estonia and started his career in the nonprofit
sector in Washington DC. Mr. Mayfield holds a Bachelor of Arts degree in
Political Science from the University of California at Los Angeles (UCLA).


                                       13
<PAGE>   12
Paul Wescott

        Mr. Wescott was appointed Executive Vice President and Chief Operating
Officer of the Company in February 2000. He has also served as an officer of
RateXchange, Inc. since September 1999. Prior to joining RateXchange, Inc., Mr.
Wescott was the vice president of marketing and interim Chief Executive Officer
of TimeShift, a business-to-business e-commerce company that provides
telecommunications carriers with a real-time transaction-processing network for
deploying and billing new services. He has 18 years of competitive
telecommunications experience with Sprint in marketing, business development,
sales, operations, product development, external affairs and network planning.
Following the passage of the Federal Telecommunications Act of 1996, Mr. Wescott
was responsible for the deployment of Sprint's competitive local exchange
carrier (CLEC) in a seven-state region. Previously, he developed joint marketing
programs and new national distribution channels for both the consumer and small
business markets. Mr. Wescott has a Bachelor of Arts degree in history from the
University of California at Berkeley and a Master of Business Administration
degree in finance from the University of San Francisco.

Philip Rice

        Philip Rice was appointed Executive Vice President and Chief Financial
Officer in March 2000. Mr. Rice was previously Vice President and Treasurer for
Transamerica Corporation, a diversified financial services company. Mr. Rice was
part of Transamerica's Senior Management and was head of the Treasury
Department, responsible for all corporate treasury functions including finance,
debt management, cash management, risk management, capital markets,
securitization and asset liability management. Prior to joining Transamerica,
Mr. Rice headed Atlas-Pleiades Partners, an investment firm he founded in San
Francisco. Prior to forming that company, Mr. Rice held senior financial
management positions with several firms including SBC Warburg, Goldman Sachs and
AIG Financial Products Corporation. Mr. Rice received his Bachelor of Arts
degree from Williams College, where he was elected Phi Betta Kappa and received
the Horace Clark Prize for outstanding scholarship. He also holds a Master of
Business Administration degree from the University of California, Berkeley,
where he received the ARCO Prize for outstanding scholarship

OTHER KEY EMPLOYEES

        Russell Matulich, 36, is Vice President of Sales and Marketing. We hired
Mr. Matulich in 1999. From 1998 until 1999, as the vice president of global
sales and marketing for WorldPort Communications, Mr. Matulich managed a global
sales force that targeted carriers, high-end corporate accounts and ISPs,
primarily in Europe. Prior to that, Mr. Matulich held the position of Vice
President of Regional Sales at Frontier Telecommunications, where he recruited
and hired one of the highest producing carrier sales forces in the nation and
was awarded Frontier's highest sales award. From 1996 until 1997, Mr. Matulich
was Vice President of the West Region at Citizen Communications. Mr. Matulich
has over 15 years of experience in the development, implementation and
management of marketing programs for both start-up venture and established
telecommunications corporations competing in international markets.

        J. Terry Ginn, 54, is Vice President of Software Engineering and
Development, responsible for developing the architecture and the platform on
which RTBX will operate. We hired Mr. Ginn in 1999. Mr. Ginn performs a
leadership role in the engineering of the RateXchange Web site and other
services. Previously the Director of Engineering of SRI International from 1993
until 1999, Mr. Ginn was responsible for profit and loss for multiple programs,
with additional responsibilities including planning, marketing, program
management, operations and personnel management. With software skills acquired
from developing over 1 million lines of code in multiple operating systems and
languages, he has a broad range of competencies in software design and
engineering. While working at Hughes Aircraft Company, Mr. Ginn performed
initial systems requirements analysis and design using object-oriented
techniques, and he developed software processes and procedures at Lockheed
Sanders. Mr. Ginn holds a Bachelor of Science degree and a Master of Science
degree in Mathematics from the University of Kentucky.

        R. Nick Cioll, 41, is the Vice President of Trading Operations. He
supervises the development and implementation of our credit, settlement and
payment mechanism for bandwidth trade. We hired Mr. Cioll in 1999. Mr. Cioll has
over 10 years of broad-based senior management experience in finance,
international business development and marketing, strategic planning, mergers
and acquisitions, initial and secondary public financings,


                                       14
<PAGE>   13
and strategic planning in the electricity, energy, chemicals, metals and
e-commerce industries. As Vice President of Automated Power Exchange until
October 1999, Mr. Cioll was responsible for leading the sales and marketing
group in a company that is a private developer of power exchanges and
business-to-business e-commerce for electricity. During this time he led
development of Automated Power Exchange's marketing strategies and tactical
plans to expand the business. From 1995 to 1998, Mr. Cioll was the Director of
Business Development at Kaiser Aluminum. Mr. Cioll has a Bachelor of Science
degree in economics from Louisiana State University and a Master of Science in
finance and Master of Business Administration degree from the University of New
Orleans. He is also a licensed Certified Public Accountant.


                                       15
<PAGE>   14

                                    FORM 10-K

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

        Our common stock trades on the OTC Bulletin Board under the symbol
"NAMI." The following table sets forth the range of the high and low sales
prices per share of our common stock for the fiscal quarters indicated, as
reported by OTC. Prior to December 18, 1998, there was no known public trading
in our common stock. Quotations represent inter-dealer prices, without retail
markup, markdown, or commission and may not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
                                       HIGH           LOW
                                      ------        -------
<S>                                   <C>           <C>
                  1999
                  Fourth Quarter      $8 7/8        $3 3/4
                  Third Quarter        6 3/4         4 3/8
                  Second Quarter       7 1/4         5 1/2
                  First Quarter        6 7/8         4 1/2

                  1998
                  Fourth Quarter      $5 3/8        $4 1/2
                  Third Quarter          N/A           N/A
                  Second Quarter         N/A           N/A
                  First Quarter          N/A           N/A
</TABLE>

APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

        On March 27, 2000, there were 337 shareholders of record of our common
stock. Because many of such shares are held by brokers and other institutions on
behalf of shareholders, we are unable to estimate the total number of
shareholders represented by these record holders.

DIVIDENDS

        We do not presently pay dividends on our common stock. We intend for the
foreseeable future to continue the policy of retaining our earnings to finance
the development and growth of our business.

UNREGISTERED EQUITY SECURITIES SOLD DURING 1999

    -   On January 2, 1999, we issued to certain related parties 916,574 shares
        of our common stock for $91,657 in notes. We issued the shares to
        accredited investors in reliance upon Section 4(2) of the 1933 Act.

    -   In January 1999, we issued to certain services providers 322,500 shares
        of our common stock for cost reimbursement. The costs were valued at
        $32,250. We issued the shares to accredited investors in reliance upon
        Section 4(2) of the 1933 Act.

    -   In a private placement conducted between November 1998 and March 1999,
        we issued to certain private placement investors and related parties a
        total of 1,864,688 shares of our common stock for cash and 3,112,500
        shares of common stock for notes at an effective purchase price of $1.07
        per share ($5,115,100 net). We issued the shares to accredited investors
        in reliance upon Section 4(2) of the 1933 Act.

    -   In March 1999, we issued to certain services providers 268,500 shares of
        our common stock for services. The services were valued at $287,233. We
        issued the shares to accredited investors in reliance upon Section 4(2)
        of the 1933 Act.


                                       16
<PAGE>   15
    -   Between March and May, 1999, we issued to A1 Internet creditors 193,186
        shares of our common stock to settle and discharge obligations owed by
        A1 Internet to creditors. These obligations totaled $216,879. We issued
        the shares to accredited investors in reliance upon Section 4(2) of the
        1933 Act.

    -   In March 1999, we issued to certain service providers 30,000 shares of
        our common stock for services valued at $32,000. We issued the shares to
        accredited investors in reliance upon Section 4(2) of the 1933 Act.

    -   In March 1999, we issued to certain services providers 30,000 shares of
        our common stock for $30,000 in notes. We issued the shares to
        accredited investors in reliance upon Section 4(2) of the 1933 Act.

    -   In a private placement conducted between May and June 1999, we issued to
        certain private placement investors a total of 515,188 shares of our
        common stock for cash at a price of $1.60 per share ($628,272 net). We
        issued an additional 122,518 shares (valued at $196,029) of our common
        stock as commissions in this private placement. We issued the shares to
        accredited investors in reliance upon Section 4(2) of the 1933 Act.

    -   On July 6, 1999, we issued 574,998 shares ($920,000 aggregate) of our
        common stock to the shareholders of Rate Exchange, Inc. to acquire all
        of the outstanding stock of Rate Exchange, Inc. We issued the shares to
        accredited investors in reliance upon Section 4(2) of the 1933 Act.

    -   Between December 1998 and November 1999, we granted to our employees,
        officers, directors, consultants and advisors a total of 2,990,000
        options and 625,000 warrants to purchase shares of our common stock at
        exercise prices ranging from $.05 to $2.75. We issued the shares in
        reliance upon Rule 506 of Regulation D and Section 4(2) of the 1933 Act.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
FOR THE YEAR                          1999            1998           1997          1996          1995
                                  ------------     -----------     ---------     ---------     ---------
<S>                               <C>              <C>             <C>           <C>           <C>
Revenues                          $         --     $        --     $      --     $      --     $      --

Income (loss) from operations       (7,329,280)     (1,116,953)         (200)       (1,961)       (2,561)

Income (loss) per common share
        Basic                            (0.57)          (0.68)           --            --            --
        Diluted                          (0.57)          (0.68)           --            --            --

Average weighted number of
  common shares outstanding:
        Basic                       12,863,020       1,636,919       200,000       200,000       200,000
        Diluted                     12,863,020       1,636,919       200,000       200,000       200,000

AT END OF YEAR

Total assets                      $  2,749,222     $   878,146     $      --     $      --     $     211
Long-term debt, less current
portion                           $         --     $        --     $      --     $      --     $      --
Stockholders' equity              $    224,921     $   809,946     $    (200)    $  (1,300)    $  (5,689)
</TABLE>


                                       17
<PAGE>   16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The following discussions should be read in conjunction with our
Consolidated Financial Statements contained herein under Item 8 of this report.

<TABLE>
<CAPTION>
                                                Year Ended     Year Ended     Year Ended
                                                  Dec. 31,      Dec. 31,        Dec. 31,
                                                   1999           1998           1997
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Revenue:                                                 --             --          --
Expenses (including selling,
general and administrative)                     $ 7,474,757    $ 1,108,394       $ 200
                                                -----------    -----------       -----
Net earnings (loss)                             $(7,329,280)   $(1,116,953)      $(200)
                                                ===========    ===========       =====
</TABLE>

RESULTS OF OPERATIONS

1999 VS. 1998

Revenue

        We have not generated any revenues since inception. The only income we
generated during 1999 and 1998 was interest income on our subscription
receivables. Interest income for 1999 was $151,276 as compared to $2,214 for
1998. The increase in interest income is attributable to the amount of
subscription receivables carried during 1999 versus 1998. Most of the
receivables have been collected and interest income from this source will be
substantially less in future periods.

Expenses

        Our total expenses for 1999 increased substantially as compared to the
previous period in 1998 because of the time period we had operations in 1999 as
compared to 1998. Operations did not begin until September 30, 1998 (three
months) as compared to operations for the full year of 1999. We did not engage
in any ongoing business and incurred expenses related to finding and funding a
development stage enterprise. We investigated many potential acquisition targets
and succeeded in creating one entity, Telenisus Corporation, and acquiring
another entity, RateXchange, Inc.

        We funded Telenisus Corporation with an original equity capitalization
of $75,000 and loans that were repaid. We also covered certain of the Telenisus
operating expenses that were not reimbursed. Further funding of Telenisus was
completed on its own and did not affect our operations.

        RateXchange, Inc. is now our only operating subsidiary and
during 1999, it was reliant primarily on our financing activities for
its operations.

        Total expenses for 1999 were $7,474,757 for the year and consisted of
the following:

        -   $1,537,300 for write down of goodwill;

        -   $863,750 for bad debt expense from advances to A1 Internet, Inc.;

        -   $2,522,222 for legal, accounting, consulting and other operational
            expenses related to business development;

        -   $1,325,106 for payroll and payroll taxes;

        -   $501,839 for office and other administrative expenses;

        -   $342,762 for travel; and

        -   $381,778 for other miscellaneous expenses.


                                       18
<PAGE>   17
        Total expenses for 1998 related to operations since September 30, 1998
and only included the activity of NetAmerica.com because there were no
subsidiaries operating in 1998.

1998 VS. 1997

Revenue

        We have not generated any revenues since inception. The only income we
recorded in 1998 related to interest income of $2,214 which was from
subscriptions receivable. There was no income for 1997 because we did not have
any material operations in that year.

Expenses

        Total expenses for 1998 were $1,108,394 for the year and consisted of
the following:

        -   $885,000 for bad debt expenses from advances to A1 Internet, Inc.;

        -   $44,855 for the write down of goodwill from the purchase of
            PolarCap, Inc.; and

        -   $178,539 for other miscellaneous expenses.

        Total expenses for 1997 were $200 for miscellaneous expenses.

LIQUIDITY AND CAPITAL RESOURCES

        We have financed our operations to date primarily through the sale of
equity securities. We have been unprofitable since inception and we have
incurred net losses in each year.

        We had negative working capital of $128,733 at December 31, 1999
compared to $461,954 on December 31, 1998. At December 31, 1999, we had
subscription receivables in the amount of $1,787,531 which were due and payable
in 2001. As of March 27, 2000, all subscription receivables were paid in full
one year prior to the due date.

        Our operating activities used $2,827,690 during the twelve months ended
December 31, 1999 due primarily to our:

        -   operating losses,

        -   increased business development,

        -   expansion of our executive management team,

        -   acquisitions and integration of acquisitions,

        -   identification and analysis of prospective acquisition candidates,

        -   legal, accounting and consulting expenses, and

        -   lease deposits and payments and other operating expenses.

        Our investing activities consumed $1,525,738 during the twelve months
ended December 31, 1999, primarily to purchase equipment and for the
identification, acquisition and integration of acquisition targets.

        Financing activities generated $4,276,527 during the twelve months ended
December 31, 1999. Financing activities during the twelve months ended December
31, 1999 consisted primarily of proceeds from sales of common stock. The
proceeds of the sales of common stock were and will be used for acquisitions,
business development, accounts payable, equipment purchases, and for general
working capital. The various sales of common stock are as follows:


                                       19
<PAGE>   18
        -   Between November 1998 and March 1999, we sold a total of 1,864,688
            shares of our restricted common shares to accredited investors. The
            shares were sold at an effective subscription price of $1.07 per
            share. After deducting the offering expenses related to the
            offering, we received $1,745,000 in cash, of which approximately
            $1,631,188 was advanced to A1 Internet as working capital and for
            debt repayment.

        -   In January 1999, we sold 916,574 shares of common stock to certain
            related parties at a price of $.10 per share for notes. In March
            1999, we sold 3,112,500 additional common shares as part of the
            above private placement offering at an effective price per share of
            $1.07 for notes. As of December 31, 1999, we collected a total of
            approximately $1,924,126 from note repayments from both the January
            and March offerings. As of March 27, 2000, all notes were repaid.

        -   In the second quarter 1999, we sold 515,188 shares of stock for
            $1.60 per share in a second private placement and received a total
            of $628,272 net proceeds.

        Through our operating subsidiary, RateXchange, Inc., we are developing
an overall business plan for a telecommunications bandwidth and services
exchange that requires significant additional capital for among other uses:

        -   additional equipment and facilities,

        -   expansion into new domestic and international markets,

        -   additional management and personnel,

        -   development of additional products and services, and

        -   acquisitions.

       At year end, we determined that our funding of working capital and
current and future operating losses would require additional capital investment.
We do not currently possess a bank source of financing and we have not had any
revenues.

       Subsequent to year end, we closed a $32.8 million private placement. We
anticipate that these funds will be sufficient to facilitate our business plan
and cover our operating expenses for the next twelve (12) months. Based on our
planned expansion; however, we may need to seek additional funding in the
future.

       Our business and operations have not been materially affected by
inflation during the periods for which financial information is presented.

OUTLOOK

        Historically, we have not had any long-term successful business
operations and we are concentrating our efforts in developing a new business
model for business-to-business e-commerce products and services for the
telecommunications sector. We are in an early stage of development and we are
subject to all the risks inherent in the establishment of a new business
enterprise. To address these risks, we must:

        -   establish market acceptance for our online exchange and other
            products and services,

        -   implement and successfully execute our business and marketing
            strategy,

        -   respond to competitive developments,

        -   continue to develop and upgrade our exchange and delivery hub
            technology,

        -   continue to attract, retain and motivate qualified personnel, and


                                       20
<PAGE>   19
        -   effectively manage our capital to support the expenses of developing
            and marketing new products and services.

        The foregoing contains forward-looking statements that involve risks and
uncertainties, including but not limited to, changes in our business strategy,
our inability to raise sufficient capital, general market trends and conditions,
and other risks detailed below in "Factors That May Affect Future Results."
Actual results may vary materially from projected results.

SUBSEQUENT EVENTS

RESTRUCTURING

        On February 7, 2000, we announced our intention to change our name to
RateXchange Corporation (subject to shareholder approval) and to focus our
efforts on the business of RateXchange, Inc. The shareholder meeting is
scheduled to be held on April 20, 2000.

BRIDGE LOAN

        In January 2000, RateXchange, Inc. closed a $2,000,000 convertible note
offering. The note offered was convertible into RateXchange, Inc. common stock
at a price per share to be determined in an anticipated subsequent financing of
RateXchange, Inc. In addition, warrants to purchase RateXchange common stock
were issued.

        As a result of our new business strategy, we offered to such note
holders the right to convert their notes into NetAmerica.com common stock at an
exchange rate of $5.00 per share. In addition, we agreed to issue such holders
an aggregate of 500,000 warrants to purchase common stock at $5.00 per share.
Any note holders who decline this offer will be entitled to rescind their
original investment and receive their principal back in full, including accrued
interest.

PRIVATE PLACEMENT

        On March 20, 2000, we closed a $32.8 million private placement. The
proceeds will be used to accelerate deployment of our delivery hubs, expand our
online marketplace for telecommunications products and enhance our geographic
reach and product line. The placement was priced at $12.00 per share, the
approximate seven trading day average closing price of our common stock prior to
the commencement of the private placement.

FACTORS THAT MAY AFFECT FUTURE RESULTS

        We operate in a highly competitive market that involves a number of
risks. While we are optimistic about our long-term prospects, the following
discussion highlights some risks and uncertainties that should be considered in
evaluating our growth outlook. See "Forward-Looking Statements and Associated
Risks" in Part I of this annual report.

AS A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY IN A NEW AND
RAPIDLY CHANGING INDUSTRY, IT IS DIFFICULT TO EVALUATE OUR BUSINESS AND
PROSPECTS.

        We are a development stage company with a limited operating history. Our
activities to date, including the activities of our predecessor, have
concentrated on:

        -   offering a free online lead-generation service in order to build
            clientele and educate potential exchange participants about the
            benefits of online trading; and

        -   planning and developing our online exchange for trading bandwidth,
            and other telecommunications products.

        Accordingly, we have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in their early stage of development, particularly companies in new and
rapidly evolving markets such


                                       21
<PAGE>   20
as online commerce. There can be no assurance that we will be successful in
addressing such risks, and the failure to do so could have a material adverse
effect on our business and results of operations.

OUR SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY DEVELOP OUR ONLINE EXCHANGE,
SECURE PARTICIPATION IN THE EXCHANGE AND CONNECT PARTICIPANTS TO OUR NETWORK.

        Our online exchange is still in the early stages of continued
development and implementation and, as such, is subject to the inherent risks
involved in the development and implementation of an integrated hardware and
software application.

        The success of our online exchange is dependent upon the creation of a
network of physically interconnected users. Prior to trading on the exchange,
users must connect to our network at one of our delivery hubs. We currently do
not own any delivery hub equipment or other infrastructure necessary to
interconnect users. Instead, we plan to lease switching capacity from one or
more providers. There is a risk that we will not be able to identify suitable
switching facilities, or even if we do identify such facilities, we may not be
able to enter into contractual arrangements on favorable terms, if at all.

        Although we have established a timetable for the full launch of our
online exchange, we may need additional time and substantially more resources
than anticipated to develop the website and configure the necessary
infrastructure in multiple cities. Setbacks in the development, or delays in
developing, the online exchange would have a material adverse effect on our
business and results of operations.

        The success of our business depends on our ability to attract users to
our online exchange. While we have identified target users, there can be no
assurance that we will be able to secure their participation in the exchange.
Users must agree to physically connect their systems to our network. In
addition, we do not presently have commitments from any of the members of our
free online lead-generation service to participate in the fee-based online
exchange, and therefore, there can be no assurance that any such members will
use the online exchange.

WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR LOSSES IN THE FUTURE, AND WE MAY
NEVER ACHIEVE PROFITABILITY.

        At December 31, 1999, our accumulated deficit since inception was
$(8,667,576). For the fiscal year ended December 31, 1999, we incurred net
losses of $(7,329,280). We have incurred a net loss in each year of our
existence, and have financed our operations primarily through sales of equity
securities. Our expense levels are high and our revenues nonexistent. We expect
to incur net losses for the foreseeable future. We may never achieve or sustain
significant revenues or profitability on a quarterly or annual basis in the
future.

IF OUR ONLINE EXCHANGE DOES NOT ACHIEVE COMMERCIAL ACCEPTANCE, OUR RESULTS WILL
SUFFER.

        We will rely primarily on a single source (fees and commissions from
transactions facilitated on the online exchange) for our revenues for the
foreseeable future. Online trading of telecommunications bandwidth and minutes
currently has only a limited market acceptance. As a result, our future ability
to gain commercial acceptance of our online exchange is critical to our success.
Any failure to successfully gain commercial acceptance of our online exchange
would not only have a material adverse effect on our business and results of
operation but also on our ability to seek additional revenue opportunities.

WE EXPECT TO NEED ADDITIONAL CAPITAL IN THE FUTURE AND IT MAY NOT BE AVAILABLE
ON ACCEPTABLE TERMS.

        We anticipate incurring substantial costs in developing, operating and
maintaining the online exchange and in implementing the objectives of our
business plan. We may need significant amounts of working capital for
infrastructure, software development, marketing, personnel, general and
administrative costs, and to fund losses prior to achieving profitability.

        We may need to raise additional funds through additional equity and/or
debt financings to meet our capital requirements. We may need to raise
additional funds if we have underestimated our capital needs or if we incur
unexpected expenses. There can be no assurance that such financings will be
available in amounts or on terms acceptable to us, if at all. Further, our lack
of tangible assets to pledge could prevent us from establishing a source


                                       22
<PAGE>   21
of financing. The inability to raise all needed funding would adversely affect
our ability to successfully implement the objectives of our business plan.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.

        The market for online bandwidth and minutes trading services is new,
rapidly evolving and very competitive, as are the online commerce and
business-to-business e-commerce markets generally. We expect competition in this
market to intensify in the future. Several of our existing competitors, such as
InterXion, Band-X, Enron and Arbinet, currently operate online exchanges and
have large established customer bases. Our ability to compete with them will
depend largely upon our ability to capture market share by obtaining sufficient
participants for our online exchange.

        In addition, we compete with all companies who trade, broker, or
otherwise assist in the buying and selling of telecommunications bandwidth and
minutes. Therefore, we currently or potentially compete with a variety of other
companies, including established clearinghouses, lead-generation services and
traditional offline brokers. We are aware of established clearinghouses, such as
Arbinet, GRIC, ITXC and AT&T Global Clearinghouse, that aggregate supply and
demand and contract directly with buyers or sellers, rather than facilitate
trades. Many established companies, such as Band-X, Min-X, Asia Capacity
Exchange and Cape Saffron offer lead-generation services which provide
opportunities for buyers and sellers to identify trading opportunities through
online listings. Barriers to entry in the lead-generation category are minimal,
as current and new competitors can launch sites at a relatively low cost.
Traditional offline brokers act as agents for buyers and sellers of bandwidth
for a commission and have the advantage of established industry practices and
industry contacts. The increased use and acceptance of any other method of
facilitating the buying and selling of excess telecommunications bandwidth and
minutes may adversely impact the commercial viability of our online exchange.

        Large telecommunications companies such as AT&T and MCI Worldcom have
the ability and resources to compete in the online bandwidth and minutes trading
services market if they choose to do so, including launching their own online
exchanges or offering clearinghouse and other trading services. Many of our
competitors have substantially greater financial, technical and marketing
resources, larger customer bases, longer operating histories, greater name
recognition and more established relationships in the industry than we have. In
addition, a number of these competitors may combine or form strategic
partnerships. As a result, our competitors may be able to offer, or bring to
market earlier, products and services that are superior to our own in terms of
features, quality, pricing or other factors. Our failure to compete successfully
with any of these companies could have a material adverse effect on our business
and results of operations.

        Increased pressure created by any present or future competitors, or by
our competitors collectively, could have a material adverse effect on our
business and results of operations. Increased competition may result in reduced
commissions and loss of market share. Further, as a strategic response to
changes in the competitive environment, we may from time to time make certain
pricing, service or marketing decisions or acquisitions that could have a
material adverse effect on our business and results of operations. There can be
no assurance that we will be able to compete successfully against current and
future competitors. In addition, new technologies and the expansion of existing
technologies may increase the competitive pressures on us.

WE MAY BECOME SUBJECT TO REGULATION BY THE COMMODITY FUTURES TRADING COMMISSION
DEPENDING ON THE TYPES OF PRODUCTS AND SERVICES WE EVENTUALLY INTRODUCE.

        We propose to develop an online exchange for trading spot and forward
contracts for the purchase or sale of bandwidth and other telecommunications
products. Spot contracts for the near term delivery of a commodity are not
subject to regulation by the Commodity Futures Trading Commission ("CFTC").
Forward contracts, which impose binding obligations for the deferred delivery of
a commodity between commercial parties, also are excluded from the CFTC's
jurisdiction. We currently intend to operate our online exchange in a manner
consistent with existing regulatory guidance concerning transactions and
services that are not subject to regulation by the CFTC.

        The Commodity Exchange Act provides that futures contracts may only be
entered into on an exchange that has been designated by the CFTC as a contract
market. If we elected in the future to provide trading and/or clearing services
for futures contracts and options on futures contracts, we would have to apply
to the CFTC for designation as a contract market. The contract market
designation process is complicated, time consuming, and


                                       23
<PAGE>   22
expensive. We cannot assure that we could satisfy all of the regulatory
requirements applicable to obtaining designation as a contract market or predict
how long the process would take.

        Contract markets must comply on an ongoing basis with numerous
regulatory requirements. Those requirements currently include submitting all
proposed rules and contracts, and proposed changes to existing rules and
contracts, to the CFTC for prior review and approval, implementing and enforcing
disciplinary rules, and submitting reports to the CFTC on, among other things,
trading volume, open contracts, and prices.

        The CFTC has never determined whether some or all swap agreements are
futures contracts. Nevertheless, depending on the type of trading and/or
clearing services that we elected in the future to provide for swap agreements,
we may need to request an exemption from the CFTC from the requirement that
futures contracts and options on futures contracts only be traded on a
CFTC-designated contract market. The CFTC is under no obligation to reach a
decision within a certain period or to grant an exemption.

        Future regulatory changes also could affect our operations. Pending
regulatory proposals, if they become law, may remove some of the obstacles to
our providing trading and/or clearing services for swap agreements involving
telecommunications products. Some of those proposals still would subject
possible future services to CFTC regulation. We are unable to predict at this
time, however, whether pending regulatory proposals, if enacted, would have an
affect on our ability to offer trading and/or clearing services for swap
agreements, futures contracts and options on futures contracts involving
telecommunications products.

WE ARE DEPENDENT ON THE CONTINUED GROWTH OF ONLINE COMMERCE AND THE ACCEPTANCE
BY USERS OF THE INTERNET AS A MEANS FOR TRADING EXCESS BANDWIDTH AND MINUTES.

        Our future revenues and profits are substantially dependent upon the
widespread acceptance and use of the Internet and online services as an
effective medium of commerce by businesses. Rapid growth in the use of and
interest in the Internet and online services is a recent phenomenon, and there
can be no assurance that acceptance and use will continue to develop or that a
sufficiently broad base of businesses or customers will adopt, and continue to
use, the Internet and online services as a medium of commerce.

        Demand and market acceptance for recently introduced services and
products over the Internet are subject to a high level of uncertainty. We will
rely on customers who have historically used traditional offline means of
commerce to buy and sell excess telecommunications bandwidth and minutes. For us
to be successful, these customers must accept and utilize novel ways of
conducting business and exchanging information over the Internet.

        Critical issues concerning the commercial use of the Internet, such as
ease of access, security, reliability, cost and quality of service, remain
unresolved and may affect the growth of Internet use or the attractiveness of
conducting commerce online. In addition, the Internet and online services may
not be accepted as a viable commercial marketplace for a number of reasons,
including potentially inadequate development of the necessary network
infrastructure or delayed development of enabling technologies and performance
improvements. To the extent that the Internet and online services continue to
experience significant growth, there can be no assurance that the infrastructure
of the Internet and online services will prove adequate to support increased
user demands. In addition, the Internet or online services could lose their
viability due to delays in the development or adoption of new standards and
protocols required to handle increased levels of Internet or online service
activity. Changes in or insufficient availability of telecommunications services
to support the Internet or online services also could result in slower response
times and adversely affect usage of the Internet and online services generally
and us in particular. If use of the Internet and online services does not
continue to grow or grows more slowly than expected, if the infrastructure for
the Internet and online services does not effectively support growth that may
occur, or if the Internet and online services do not become a viable commercial
marketplace, we would be materially adversely affected.

WE FACE ONLINE COMMERCE SECURITY RISKS.

        We rely on encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to effect secure
transmission of confidential information, such as bank account or credit
information. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography, or other events or developments
will not result in a compromise or breach of the algorithms used by


                                       24
<PAGE>   23
us to protect transaction data. Any compromise of our security could have a
material adverse effect on us and our reputation. A party who is able to
circumvent our security measures could misappropriate proprietary information or
cause interruptions in our operations. We may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches. To the extent that our activities or
those of third party contractors involve the storage and transmission of
proprietary information, such as bank account or credit information, security
breaches could damage our reputation and expose us to a risk of loss or
litigation and possible liability which could have a material adverse effect on
our business and results of operations.

OUR OPERATING RESULTS COULD BE IMPAIRED IF WE ARE OR BECOME SUBJECT TO
BURDENSOME GOVERNMENTAL REGULATION OF ONLINE COMMERCE.

        We are not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, including e-commerce companies. However, due to the increasing
popularity and use of the Internet and other online services, it is possible
that a number of laws and regulations may be adopted with respect to the
Internet or other online services covering issues such as:

            -   user privacy,

            -   pricing,

            -   content,

            -   copyrights,

            -   distribution, and

            -   characteristics and quality of products and services.

        The adoption of any additional laws or regulations may decrease the
growth of the Internet or other online services, which could, in turn, decrease
the demand for our products and services and increase our cost of doing
business, or otherwise have an adverse effect on our business and results of
operations. Moreover, the applicability to the Internet and other online
services of existing laws in various jurisdictions governing issues such as
property ownership, sales and other taxes and personal privacy is uncertain and
may take years to resolve.

        We plan to facilitate transactions between numerous customers residing
in various states and foreign countries, and such jurisdictions may claim that
we are required to qualify to do business as a foreign corporation in each such
state and foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where it is required to do so could subject us to taxes and
penalties. Any new legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and other online services could have a material adverse effect on our business
and results of operations.

WE MAY FACE LIABILITY FOR INFORMATION RETRIEVED FROM OUR WEBSITE.

        Due to the fact that material may be downloaded from our website and
subsequently distributed to others, there is a potential that claims may be made
against us for negligence, copyright or trademark infringement or other theories
based on the nature and content of such material. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to cover all costs incurred in defense of potential
claims or to indemnify us for all liability that may be imposed. Any costs or
imposition of liability that is not covered by insurance or in excess of
insurance coverage could have a material adverse effect on our business and
results of operations.

WE ARE AT RISK OF CAPACITY CONSTRAINTS AND FACE SYSTEM DEVELOPMENT RISKS.

        The satisfactory performance, reliability and availability of our online
exchange and the related network infrastructure are critical to our reputation
and our ability to attract and retain users and maintain adequate customer
service levels. Our revenues depend on the number of users of our online and the
volume of trading that the


                                       25
<PAGE>   24
exchange facilitates. Any system interruptions that result in the unavailability
of our website or reduced performance of the online exchange could reduce the
volume of bandwidth traded and the attractiveness of our website as a means for
such trading.

        As a start-up venture, we expect to experience system interruptions,
which may continue to occur from time to time. There may be a significant need
to upgrade the capacity of our website in order to handle thousands of
simultaneous users and transactions. Our inability to add additional software
and hardware or to develop and upgrade further our existing technology,
transaction-processing systems or network infrastructure to accommodate
increased traffic on our online bandwidth exchange or increased trading volume
through our online trading or transaction-processing systems may cause
unanticipated system disruptions, slower response times, degradation in levels
of customer service and impaired quality and speed of trade processing, any of
which could have a material adverse effect on our business and results of
operations.

OUR BUSINESS AND OPERATIONS WOULD SUFFER IN THE EVENT OF SYSTEM FAILURES.

        Our success, in particular our ability to successfully facilitate
bandwidth trades and provide high-quality customer service, largely depends on
the efficient and uninterrupted operation of our computer and communications
hardware systems. Our systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure,
break-ins, earthquake and similar events. We do not have a formal disaster
recovery plan and carry only limited business interruption insurance to
compensate us for losses that may occur. Despite the implementation of network
security measures, our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays, loss of data or the inability to accept and fulfill customer orders. In
addition, we rely on online trading software developed by third parties.
Disruptions or failures in the online trading software systems, or the
occurrence of any of the other foregoing system disruptions, could have a
material adverse effect on our business and results of operations.

IF WE DO NOT RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGE, OUR SERVICE COULD
BECOME OBSOLETE AND OUR BUSINESS WILL SUFFER.

        To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our online exchange. The Internet
and the online commerce industry are characterized by rapid technological
change, changes in user and customer requirements and preferences, frequent new
product and service introductions embodying new technologies and the emergence
of new industry standards and practices that could render our existing online
exchange and proprietary technology and systems obsolete. Our success will
depend, in part, on our ability to license leading technologies useful in our
business, enhance our existing services, develop new services and technology
that address the increasingly sophisticated and varied needs of our prospective
customers, and respond to technological advances and emerging industry standards
and practices on a cost-effective and timely basis.

        The development of the online exchange and other proprietary technology
entails significant technical and business risks. There can be no assurance that
we will successfully use new technologies effectively or adapt our online
exchange and proprietary technology to user requirements or emerging industry
standards. Our failure to adapt in a timely manner for technical, legal,
financial or other reasons, to changing market conditions or customer
requirements, could have a material adverse effect on our business and results
of operations.

IF WE DO NOT EFFECTIVELY MANAGE GROWTH, OUR ABILITY TO PROVIDE TRADING SERVICES
WILL SUFFER.

        To manage the expected growth of our operations and personnel, we will
be required to improve existing and implement new transaction-processing,
operational and financial systems, procedures and controls, and to expand, train
and manage a growing employee base. Further, we will be required to maintain and
expand our relationships with various hardware and software vendors, Internet
and other online service providers and other third parties necessary to our
business. If we are unable to manage growth effectively, we will be materially
adversely affected.


                                       26
<PAGE>   25
WE NEED TO HIRE AND RETAIN QUALIFIED PERSONNEL TO SUSTAIN OUR BUSINESS.

        We are currently managed by a small number of key management and
operating personnel. We do not maintain "key man" insurance on, any employee.
Our future success depends, in part, on the continued service of our key
executive, management, and technical personnel, many of whom have only recently
been hired, and our ability to attract highly skilled employees. If any key
officer or employee were unable or unwilling to continue in their present
positions, our business could be harmed. From time to time we have experienced,
and we expect to continue to experience, difficulty in hiring and retaining
highly skilled employees. Competition for employees in our industry is intense,
particularly in the San Francisco Bay Area where we are located. If we are
unable to retain our key employees or attract, assimilate or retain other highly
qualified employees in the future, that may have a material adverse effect on
our business and results of operations.

OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY.

        Our performance and ability to compete is dependent to a significant
degree on our proprietary technology, including, but not limited to the design
of our online exchanges and delivery hubs. We regard our copyrighted material,
trade secrets and similar intellectual property as critical to our success, and
we rely on trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with our employees, customers,
partners and others to protect our proprietary rights. There can be no assurance
that we will be able to secure significant protection for any of our
intellectual property. It is possible that our competitors or others will adopt
product or service names similar to our marks, thereby inhibiting our ability to
build brand identity and possibly leading to customer confusion.

        We generally have entered into agreements containing confidentiality and
non-disclosure provisions with our employees and consultants and limited access
to and distribution of our software, documentation and other proprietary
information. There can be no assurance that the steps taken by us will prevent
misappropriation of our technology or that agreements entered into for that
purpose will be enforceable. Notwithstanding the precautions we have taken, it
might be possible for a third party to copy or otherwise obtain and use our
software independently. Policing unauthorized use of our technology is
difficult, particularly because the global nature of the Internet makes it
difficult to control the ultimate destination or security of software or other
data transmitted. The laws of other countries may afford us little or no
effective protection of our intellectual property.

        Effective trademark, service mark, copyright and trade secret protection
may not be available in every country where our services are made available
online. In the future, we may also need to file lawsuits to enforce our
intellectual property rights, protect our trade secrets, and determine the
validity and scope of the proprietary rights of others. Such litigation, whether
successful or unsuccessful, could result in substantial costs and diversion of
resources, which could have a material adverse effect on our business and
results of operations.

WE MAY NOT BE ABLE TO SECURE LICENSES FOR TECHNOLOGY FROM THIRD PARTIES ON
COMMERCIALLY REASONABLE TERMS.

        We rely on a variety of software and hardware technologies that we
license from third parties, including our database and Internet server software,
components of our online trading software, and transaction-processing software
which is used in our online exchange to perform key functions. There can be no
assurance that these third party technology licenses will continue to be
available to us on commercially reasonable terms. The loss of our ability to
maintain or obtain upgrades to any of these technology licenses could result in
delays in completing our proprietary software enhancements and new developments
until equivalent technology could be identified, licensed or developed and
integrated. Any such delays could have a material adverse effect on our business
and results of operations.

THE VOLATILITY OF OUR SECURITIES PRICES MAY INCREASE.

        The market price of our common stock has in the past been, and may in
the future continue to be, volatile. A variety of events may cause the market
price of our common stock to fluctuate significantly, including:

        -   quarter to quarter variations in operating results,

        -   adverse news announcements,


                                       27
<PAGE>   26
        -   the introduction of new products and services,

        -   market conditions in the telecommunications industry in general,
            Internet-based services and B2B e-commerce, and

        -   general market conditions.

        In addition, the stock market in recent years has experienced
significant price and volume fluctuations that have particularly affected the
market prices of equity securities of many companies in our business and that
often have been unrelated to the operating performance of such companies. These
market fluctuations may adversely impact the price of our common stock.

WE MAY BE REQUIRED TO ISSUE STOCK IN THE FUTURE THAT WILL DILUTE THE VALUE OF
OUR EXISTING STOCK.

        We have a significant number of outstanding options and warrants. The
exercise of all of the outstanding options and warrants would dilute the
then-existing shareholders' percentage ownership of our common stock. Any sales
resulting from exercise of options and warrants in the public market could
adversely affect prevailing market prices for our common stock. Moreover, our
ability to obtain additional equity capital could be adversely affected since
the holders of outstanding options and warrants will likely exercise the options
and warrants when we would also wish to enter the market to obtain capital on
terms more favorable than those provided by these securities. We lack control
over the timing of any exercise or the number of shares issued or sold if
exercises occur.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to equity price risk on the marketable portion of our
equity securities. We own 100,000 shares of unregistered common stock of A1
Internet.com Inc. (OTC Bulletin Board: AWON). A1 Internet is a relatively new
company that has historically experienced volatility in its stock prices. At
December 31, 1999, 100,000 shares of publicly traded common stock of A1 would
have been valued at $385,938. We estimate our equity price risk to be a
potential loss in fair value equal to the entire value of the A1 Internet stock.
Actual results may differ. Currently, we carry the value of the A1 Internet
stock at par value because of the stock's price volatility and restricted nature
and A1 Internet's lack of operations and profitability. We have not attempted to
reduce or eliminate our market exposure on these securities.

        The remainder of our investment portfolio consists of equity securities
in private companies, including Telenisus Corporation, which are not publicly
traded. These investments are recorded at the lower of cost or fair market value
(if determinable by the Board of Directors). This method of valuation does not
result in increases or decreases in the fair value of these equity securities in
response to changes in market prices. Thus, these equity securities are not
subject to equity price risk.

        Other than the securities described above, we have not invested in any
market rate sensitive instruments held for either trading purposes or for
purposes other than trading. The carrying values of our financial instruments
including cash, cash equivalents, interest receivable, deposits, accounts
payable, accrued expenses and notes payable approximate fair value because of
the short maturity of these instruments. As a result we are not subject to
interest rate risk, foreign currency exchange rate risk, commodity price risk,
or other relevant market risks.


                                       28
<PAGE>   27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following constitutes a list of Financial Statements included in
Part II of this report:

        -   Report of Independent Auditors.

        -   Consolidated Balance Sheets as of December 31, 1999 and December 31,
            1998.

        -   Consolidated Statements of Operations for the years ended December
            31, 1999, December 31, 1998, and December 31, 1997.

        -   Consolidated Statements of Stockholders' Equity for the period
            December 31, 1996 to December 31, 1999.

        -   Consolidated Statements of Cash Flows for the years ended December
            31, 1999, December 31, 1998, and December 31, 1997.

        -   Notes to Consolidated Financial Statements.


                                       29
<PAGE>   28
                           INDEPENDENT AUDITORS REPORT

To the
Board of Directors and Stockholders
of NetAmerica.com Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of NetAmerica.com
Corporation (a Delaware corporation) (a development stage company) as of
December 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1999, 1998 and 1997 and for the period from September 30, 1998 (beginning of
development stage) to December 31, 1999. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted an audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
NetAmerica.com Corporation at December 31, 1999 and 1998, and the results of its
operations and cash flows from the years ended December 31, 1999, 1998 and 1997
and for the period from September 30, 1998 (beginning of development stage) to
December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 14, the Company's
recurring operating losses and lack of working capital raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to those matters are also described in Note 14. The financial statements do not
include any adjustments that might result from outcome of this uncertainty.

Crouch, Bierwolf & Chisholm
February 29, 2000
Salt Lake City, Utah


                                       30
<PAGE>   29
                           NETAMERICA.COM CORPORATION
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                -------------------------------
                                                                    1999               1998
                                                                ------------       ------------
<S>                                                             <C>                <C>
                                         ASSETS
CURRENT ASSETS
        Cash (Note 2)                                           $    451,615       $    528,516
        Interest Receivable (Note 9)                                 150,608              1,638
        Prepaid Expenses                                               5,814                 --
        Note Receivable (Note 9)                                   1,787,531
                                                                ------------       ------------
               TOTAL CURRENT ASSETS                                2,395,568            530,154

PROPERTY & EQUIPMENT (NET) (NOTE 4)                                  175,349              6,875

OTHER ASSETS
        Investment in Affiliate (Note 13)                             75,000                 --
        Goodwill (Note 6)                                                 --             41,117
        Deposits (Note 2)                                            103,305                 --
        Note Receivable (Note 9)                                          --            300,000
                                                                ------------       ------------
TOTAL ASSETS                                                       2,749,222            878,146
                                                                ============       ============

                          LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
        Accounts Payable and Accrued Expenses                   $  1,639,301       $     68,200
        Accrued Taxes (Note 7)                                        85,000                 --
        Short Term Debt (Note 12)                                    800,000                 --
                                                                ------------       ------------
               TOTAL CURRENT LIABILITIES                           2,524,301             68,200

COMMITMENTS AND CONTINGENCIES (NOTE 10)                                   --                 --

MINORITY INTERESTS (NOTE 16)                                              --                 --

STOCKHOLDERS' EQUITY
        Common Stock, $.0001 par value; 300,000,000 shares
        authorized; issued and outstanding; 14,087,425
        shares and 7,243,023 shares, respectively                      1,409                724
        Capital in Excess of Par Value                             8,891,088          2,147,518
        Retained (Deficit) Accumulated During
          Development Stage                                       (8,667,576)        (1,338,296)
                                                                ------------       ------------
        Total stockholders' equity                                   224,921            809,946
                                                                ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $  2,749,222       $    878,146
                                                                ============       ============
</TABLE>

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


                                       31
<PAGE>   30
                           NETAMERICA.COM CORPORATION
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                               Beginning of
                                                                                                               Development
                                                                                                                   Stage
                                               For the               For the               For the             September 30,
                                                Year                   Year                  Year                   1998
                                                ended                  ended                 ended                 though
                                             December 31,           December 31,          December 31,          December 31,
                                                 1999                   1998                  1997                   1999
                                             ------------           ------------           ----------          --------------
<S>                                          <C>                    <C>                    <C>                  <C>
REVENUE                                      $         --           $         --           $       --           $         --

EXPENSES
Selling, General & Administrative               5,048,614                174,176                  200              5,222,790
Bad Debt (Note 7)                                 863,750                885,000                   --              1,748,750
Depreciation and Amortization                      25,093                  4,363                   --                 29,456
Loss from write down of
  Goodwill (Note 6)                             1,537,300                 44,855                   --              1,582,155
                                             ------------           ------------           ----------           ------------
    Total Expenses                              7,474,757              1,108,394                  200              8,583,151

OTHER INCOME (Expenses)

Interest Income                                   151,276                  2,214                   --                153,490
Interest Expense                                  (13,019)               (10,773)                  --                (23,792)
Other Income                                          220                     --                   --                    220
Loss Allocated to Minority Interest                 7,000                     --                   --                  7,000
                                             ------------           ------------           ----------           ------------
Income (Loss) Before Taxes                     (7,329,280)            (1,116,953)                (200)            (8,446,233)

Taxes (Note 3)                                         --                     --                   --                     --

INCOME (LOSS)                                  (7,329,280)            (1,116,953)                (200)            (8,446,233)
                                             ============           ============           ==========           ============
Loss Per Common Share (Note 2)                                                                     --
    Basic                                           (0.57)                 (0.68)                  --
                                             ============           ============           ==========
    Fully Diluted                                   (0.57)                 (0.68)
                                             ============           ============           ==========
Weighted Average Number
  of Shares (Note 2)                           12,863,020              1,636,919              200,000
                                             ============           ============           ==========
</TABLE>

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


                                       32
<PAGE>   31
                           NETAMERICA.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             For the Period December 31, 1996 to December 31, 1999

<TABLE>
<CAPTION>
                                                                                           Accumulated
                                                                                          Deficit during            Subscriptions/
                                                    Common         Par      Paid-In        Development     Minority     Notes
                                                    Shares        Value     Capital           Stage        Interest   Receivable
                                                   ---------      -----   ----------      --------------   -------- --------------
<S>                                                <C>            <C>     <C>              <C>             <C>      <C>
Balance at December 31, 1996                         200,000        20       219,823          (221,143)       --              --

Contribution by Officer/Directors                         --        --         1,300                --        --              --

Net (loss) for year ended
  December 31, 1997                                       --        --            --              (200)       --              --
                                                   ---------       ---    ----------        ----------      ----      ----------
Balance, December 31, 1997                           200,000        20       221,123          (221,343)       --              --

Shares issued for services at $.001                1,000,000       100           900                --        --              --

Shares issued for acquisition at $.001             2,400,000       240         2,160                --        --              --

Shares issued for conversion of debt at $.34       1,399,773       140       474,559                --        --              --

Shares issued for services at $1.00                   87,000         9        86,991                --        --              --

Shares issued for cash at $1.07                    1,106,250       110     1,179,890                --        --              --

Less:  Offering Costs                                     --        --      (118,000)               --        --              --

Shares issued for subscription
  receivable at an average price of $0.40          1,050,000       105       299,895                --        --        (300,000)

Net (loss) for year ended December 31, 1998               --        --            --        (1,116,953)       --              --
                                                   ---------       ---    ----------        ----------      ----      ----------
Balance, December 31, 1998                         7,243,023       724     2,147,518        (1,338,296)       --        (300,000)

Options/Warrants offered at $.05 and
  $.33 per share (Note 11)                                --        --       261,835                --        --              --

Shares issued for cash and notes at
  $0.10 per share (Note 8)                           916,574        92        91,565                --        --              --

Shares issued for cost  reimbursement at
  $0.10 per  share (Note 8)                          322,500        32        32,218                --        --              --

Shares issued for cash and notes at
  $1.07 per share (Net)(Note 8)                    3,870,938       387     4,047,713                --        --      (3,411,655)
</TABLE>

                                   (Continued)


                                       33
<PAGE>   32
                           NETAMERICA.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Period December 31, 1996 to December 31, 1999

<TABLE>
<CAPTION>
                                                                                    Accumulated
                                                                                   Deficit during                  Subscriptions/
                                          Common          Par         Paid-In       Development       Minority         Notes
                                          Shares         Value        Capital          Stage          Interest       Receivable
                                        ----------       -----       ---------     --------------     --------     --------------
<S>                                     <C>              <C>         <C>           <C>                <C>          <C>
Shares issued for conversion of
   A1 Internet debt at $1.12
  (average) (Note 7)                       193,186          19         216,860               --            --                --

Shares issued for services at
   $1.07 per share (Note 8)                268,500          27         287,206               --            --                --

Shares issued for note conversion
   at $1.00 per share (Note 8)              30,000           3          29,997               --            --                --

Shares issued for services at
  $1.07 per share (Note 8)                  30,000           3          31,997               --            --                --

Shares issued for cash at $1.60
   per share (Net) (Note 8)                515,188          52         628,220               --            --                --

Shares issued for services at
   $1.60 per share (Note 8)                122,518          12         196,017               --            --                --

Shares issued for purchase of
   RateXchange at $1.60 per
   share (Note 6)                          574,998          58         919,942               --            --                --

Subscription receivables
   collected (Note 9)                           --          --              --               --            --         1,924,126

Shares issued from subsidiary
   for services (Note 16)                       --          --              --               --         7,000                --

Net (loss) for year ended
   December 31, 1999                            --          --              --       (7,329,280)       (7,000)               --
                                        ----------       -----       ---------       ----------        ------        ----------
Balance, December 31, 1999              14,087,425       1,409       8,891,088       (8,667,576)           --        (1,787,531)
                                        ==========       =====       =========       ==========        ======        ==========
</TABLE>

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


                                       34
<PAGE>   33
                           NETAMERICA.COM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                         For the Year       For the Year      For the Year     Beginning of the
                                                             Ended             Ended            Ended          Development Stage
                                                          December 31,      December 31,      December 31,   September 30, 1998 to
                                                             1999               1998             1997          December 31, 1999
                                                         -------------      ------------      ------------   ---------------------
<S>                                                      <C>                <C>               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                               (7,329,280)       (1,116,953)           (200)          (8,446,233)
  Adjustments to Reconcile Net Income to Net Cash
    Provided by Operating Activities
      Depreciation and Amortization                            25,093             4,363              --               29,456
      Bad Debt (Note 7)                                       863,750           885,000              --            1,748,750
      Write Off of Goodwill (Note 6)                        1,537,300            44,855              --            1,582,155
      Stock for Services/Expenses                             613,318            88,926              --              702,244
      Stock for Interest                                           --            10,773              --               10,773
      Stock for Accounts Payable conversion                   (30,000)               --              --              (30,000)
      (Increase) Decrease in Accounts Receivable and
        Other Advances                                       (155,184)         (921,138)             --           (1,076,322)
      Increase (Decrease) in Accounts Payable and
        Accrued Expenses                                    1,647,313             4,000          (1,100)           1,651,313
                                                          -----------       -----------          ------          -----------
      TOTAL                                                (2,827,690)       (1,000,174)         (1,300)          (3,827,864)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of RateXchange                                    (450,000)               --              --             (450,000)
  Payment for Purchase of Equipment                          (168,322)               --              --             (168,322)
  Payment for Deposits                                       (103,305)               --              --             (103,305)
  Cash Purchased by Stock Acquisition of
    Subsidiary                                                (82,240)            3,690              --              (78,550)
  Advances to Affiliates                                     (721,871)               --              --             (721,871)
                                                          -----------       -----------          ------          -----------
      TOTAL                                                (1,525,738)            3,690              --           (1,522,048)

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans and Other Debt (Net)                                  800,000           463,000           1,300            1,263,000
  Proceeds from Stock Sales                                 3,557,427         1,180,000              --            4,737,427
  Less: Public Offering Costs                                 (80,900)         (118,000)             --             (198,900)
                                                          -----------       -----------          ------          -----------
      TOTAL                                                 4,276,527         1,525,000           1,300            5,801,527

INCREASE (DECREASE) IN CASH                                   (76,901)          528,516              --              451,615

CASH  BEGINNING OF PERIOD                                     528,516                --              --                   --
                                                          -----------       -----------          ------          -----------
CASH  END OF PERIOD                                           451,615           528,516              --              415,615
                                                          ===========       ===========          ======          ===========
Supplementary Cash Flow Information
Cash Paid For:
  Interest                                                         --                --              --                   --
  Taxes                                                            --                --              --                   --
Stock Issuances for:
  Services and Expenses                                   $   613,318       $    99,699              --          $ 1,085,182
  Acquisition of RateXchange                              $   920,000                --              --          $   920,000
  Commission on stock sales                               $   196,029                --              --          $   196,029
  A1 Internet Settlement                                  $   216,879                --              --          $   216,879
  Account payable conversion                              $    30,000                --              --          $    30,000
</TABLE>

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


                                       35
<PAGE>   34
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999


NOTE 1   BACKGROUND AND HISTORY

         NetAmerica.com Corporation is a consolidated group of companies
         including the parent corporation, NetAmerica.com Corporation
         (NetAmerica.com), and its subsidiaries, RateXchange, Inc. (RateXchange)
         and PolarCap, Inc. (PolarCap).

         NetAmerica.com (formerly Venture World, Ltd.) is a Delaware corporation
         organized on May 6, 1987 for the purpose of seeking out and developing
         any general business opportunity.

         RateXchange, a Delaware corporation organized in June 1999, is in the
         business of business-to-business e-commerce seeking to develop new
         exchange services for the telecommunications market.

         PolarCap is a California corporation organized on April 7, 1997 for the
         purpose of investing in and developing rights to a variety of software
         technologies related to multimedia, development tools and application
         technologies. Together, all companies are combined into NetAmerica.com
         Corporation, a consolidated group of corporations known in this report
         as the Company.

         The Company is in its planning stages for its eventual day to day
         business and has not generated any revenues from its planned
         operations. The Company is defined as a development stage company per
         SFAS No. 7. The Company had no operations or business before September
         30, 1998. All operations since the start of the development stage,
         September 30, 1998, when the Company acquired PolarCap, have been
         reported.

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts of
         NetAmerica.com and its subsidiaries. Collectively, these entities are
         referred to as the Company. All significant intercompany transactions
         and accounts have been eliminated.

         Cash and Cash Equivalents

         For purposes of the statements of cash flows, the Company considers all
         highly liquid debt instruments with an original maturity of three
         months or less to be equivalents.

         Nonmonetary Transactions

         Nonmonetary transactions are transactions for which no cash was
         exchanged and for which shares of common stock were exchanged for goods
         and services. These transactions are recorded at fair market value as
         determined by the board of directors based on the quoted price of the
         stock (restricted and unrestricted) at the time of the transaction.

         Earnings Per Share and Average Shares Outstanding

         Earnings (loss) per share are computed based on the weighted average
         method. Options and warrants on shares of common stock were not
         included in computing diluted earnings per share because their effects
         were antidilutive (2,990,000 options and 625,000 warrants).

         Concentration of Risk - Cash

         At December 31, 1999, the Company had several bank accounts, many of
         which exceeded the $100,000 limit of FDIC insured balances. As of the
         end of the year, the Company had $53,159 and $198,452 at risk to such
         loss.

         Deposits

         NetAmerica.com issued a letter of credit for security for the
         RateXchange lease (Note 10). This letter of credit is secured by a
         Certificate of Deposit in the amount of $103,305.


                                       36
<PAGE>   35
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

NOTE 3    INCOME TAXES

          The Company adopted Statement of Financial Accounting Standards No.
          109 "Accounting for Income Taxes" in the fiscal year ended December
          31, 1997 and has applied the provisions of the statement on a
          retroactive basis to all the previous years which resulted in no
          significant adjustment.

          Statement of Financial Accounting Standards No. 109 "Accounting for
          Income Taxes" requires an asset and liability approach for financial
          accounting and reporting for income tax purposes. This statement
          recognizes (a) the amount of taxes payable or refundable for the
          current year and (b) deferred tax liabilities and assets for future
          tax consequences of events that have been recognized in the financial
          statements or tax returns.

          Deferred income taxes result from temporary differences in the
          recognition of accounting transactions for tax and financial reporting
          purposes. There were no temporary differences at December 31, 1999 and
          earlier years; accordingly, no deferred tax liabilities have been
          recognized for all years.

          The Company has cumulative net operating loss carryforwards over
          $8,000,000 at December 31, 1999. No effect has been shown in the
          financial statements for the net operating loss carryforwards as the
          likelihood of future tax benefit from such operating loss
          carryforwards is not presently determinable. Accordingly, the
          potential tax benefits of the net operating loss carryforwards,
          estimated based upon current tax rates at December 31, 1999 have been
          offset by valuation reserves in the same amount. The net operating
          losses begin to expire in 2007.

NOTE 4    PROPERTY AND EQUIPMENT

          The Company capitalizes purchases of long-lived assets that are
          expected to give benefit to the Company over the life of the asset.
          The Company also capitalizes improvements and costs that increase the
          value of or extend the life of the asset.

          Capitalized assets are depreciated over the estimated useful lives of
          the assets (5 to 7 years for furniture and fixtures, 3 years for
          computer equipment) on a straight line basis.

          Property and Equipment consists of the following:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                             ---------------------
                                                               1999         1998
                                                             ---------     -------
<S>                                                          <C>           <C>
         Furniture and Fixtures                              $  12,323     $ 7,500
         Computer Equipment and Software                       173,792          --
                                                             ---------     -------
                                                               186,115       7,500
         Less:  Accumulated depreciation                       (10,766)       (625)
                                                             ---------     -------
                                                             $ 175,349     $ 6,875
                                                             =========     =======
</TABLE>

         Depreciation expense for the years 1999 and 1998 is $10,141 and $625,
         respectively.

NOTE 5   USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect reported amounts of assets and liabilities,
         disclosure of contingent assets and liabilities at the date of the
         financial statements and revenues and expenses during the reporting
         period. In these financial statements, assets, liabilities and earnings
         involve extensive reliance on management's estimates. Actual results
         could differ from those estimates.


                                       37
<PAGE>   36
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

NOTE 6   ACQUISITION OF SUBSIDIARY/GOODWILL

         On September 30, 1998, the Company purchased all of the outstanding
         stock of PolarCap, Inc. for 2,400,000 shares of stock. The equity of
         PolarCap at September 30, 1998 was $(87,310). The value of the stock
         was issued at $.001, for a total purchase price of $2,400. All of the
         assets of PolarCap were established at estimated fair market value
         leaving a value of $89,710 for goodwill that was to be written off over
         three years. By the end of 1998, the Company determined that $44,855 of
         the value of goodwill would be expensed in the current period based on
         the estimated continued value and use of PolarCap and its corporate
         image, operations and personnel talent. Amortization expense for 1999
         was $14,952. The remaining goodwill at year end was written off.

         In the third quarter, 1999, the Company acquired Rate Exchange, Inc., a
         Colorado corporation, in the business of business-to-business
         e-commerce seeking to develop new exchange services for the
         telecommunications market. The Company paid $574,998 shares of common
         stock and $450,000 in a note. The transaction was valued at $1,395,000
         ($920,000 in stock and $450,000 in a note plus out of pocket expenses
         of $25,000). The fair market value of Rate Exchange's assets was
         $(116,134) before the acquisition, creating goodwill in the amount of
         $1,511,135. Management elected to write off all goodwill attributed to
         RateXchange in 1999.

NOTE 7   ADVANCES TO AFFILIATE/BAD DEBT

         On September 30, 1999 the Company negotiated, and later terminated by
         mutual agreement, a purchase of 100% of the ownership of NetAmerica,
         Inc., subsequently renamed A1 Internet, Inc., an Internet services
         provider company based in Seattle, Washington. Between the time the
         Company agreed to purchase (September 30, 1999) and the time the
         termination agreement was reached (March 1999), the Company advanced
         $1,748,750 ($1,531,871 in cash and $216,879 in stock) which was
         eventually written off as bad debt. After the March agreement was
         reached, A1 Internet agreed to repay certain of the costs incurred
         prior to the termination. As part of its plan to repay the costs, A1
         Internet informed the Company that it had entered into an agreement
         with another potential acquiror, Halo Holdings of Nevada, Inc., to sell
         substantially all of its assets in exchange for shares of common stock
         and assumption of certain liabilities, including A1 Internet's
         obligations to the Company. In September 1999, after further
         negotiations, the Company agreed with A1 Internet (aka Halo) to the
         following settlement:

         -  The Company retained certain rights to the name "NetAmerica,"

         -  A1 Internet transferred to the Company its interest in 100,000
            shares of Halo restricted stock,

         -  The Company agreed to pay $85,000 of past due payroll taxes of A1
            Internet from 1998, and

         -  All further obligations of the Company to issue stock or options to
            A1 Internet were canceled.

         The 100,000 shares of Halo stock are being held by the Company at par
         value since the stock is restricted, the shares of Halo stock are
         thinly traded and Halo has little or no assets and little or no
         business activity.

NOTE 8   COMMON STOCK TRANSACTIONS

         All stock transactions conducted during the period for which no cash
         was exchanged and for which shares of stock were exchanged for assets
         or goods and services were recorded at fair market value of the stock
         as best determined by the board of directors at the time the share
         issuances were authorized. The Company stock had a listed price
         beginning December 1998.

         Common stock transactions during 1999 are as follows:


                                       38
<PAGE>   37
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999


         During the fourth quarter of 1998, the board of directors approved
         several stock transactions that were not completed and issued until
         1999:

         -  916,574 shares of stock issued for $91,657 in notes to related
            parties. ($0.10) (January). The board has placed restrictions on
            this stock so that the stock cannot be sold, traded, assigned,
            transferred or pledged until the Company reaches $10,000,000 in
            gross revenues in a one year time period.

         -  322,500 shares issued for cost reimbursements of $32,250 ($.10 per
            share) (January).

         The remaining stock issuances were approved and issued in 1999:

         -  758,438 shares of stock were issued for $727,342 (Net of $80,900
            commissions). ($1.07) (February).

         -  3,112,500 shares of stock issued for $3,320,000 in notes to related
            parties and other investors. ($1.07) (March).

         -  268,500 shares of stock issued for $287,233 of legal and consulting
            services. ($1.07) (March).

         -  193,186 shares of stock issued for $216,879 of debt to creditors of
            A1 Internet. ($1.12, average) (March and May).

         -  30,000 shares of stock issued in lieu of a $30,000 outstanding note
            payable. ($1.00) (March).

         -  30,000 shares for services rendered of $32,000. ($1.07) (March).

         -  515,188 shares of stock issued for $1.60 per share or $628,272. (Net
            of $196,029 in commission paid in stock) (122,518 shares - see
            below) (May and June).

         -  122,518 shares issued for commissions on private placement of $1.60
            per share. ($1.60 per share) (June). (netted against proceeds of
            sale of 515,188 shares-see above).

         -  574,998 shares of stock issued for $1.60 per share for Rate
            Exchange, Inc. (July).

NOTE 9   SUBSCRIPTIONS RECEIVABLE /NOTE RECEIVABLE- RELATED PARTY

         In January 1999, the Company sold 916,574 shares for $91,657 to a
         related party and other investors at a price of $.10 per share. (See
         Note 8 for additional restrictions placed on stock).

         In March 1999, the Company sold 3,112,500 shares to a related party and
         other investors in exchange for $3,320,000 in notes payable at a price
         of $1.07 per share.

         Of the total subscriptions receivable/note receivable issued during the
         year of $3,411,157 and $300,000 issued in 1998, $1,924,126 was
         collected. Interest is being assessed at 6.5% and accrued interest on
         the subscription receivable was $150,608 at December 31, 1999.

         Subsequent to year end, the board of directors of the Company waived
         the interest on the purchase of 3,112,500 shares when the notes were
         collected in full by February 25, 2000 (originally due by March 31,
         2001).

         The subscription receivables have been reclassified from the equity
         section to the long-term asset section for 1998 to comply with the
         comparative nature of the asset in 1999 as a note receivable since the
         collection of the receivables occurred in early 2000.


                                       39
<PAGE>   38
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999


NOTE 10  COMMITMENTS AND CONTINGENCIES

          RateXchange negotiated an office lease beginning October 1999 for 36
          months with the following terms:

<TABLE>
<CAPTION>
            Year            Monthly Rent                     Totals
          ---------         ------------                    --------
<S>                         <C>                             <C>
          1999-2000            $16,325                      $195,900
          2000-2001            $16,676                      $200,112
          2001-2002            $17,028                      $204,336
                                                            --------
                                                            $600,348
                                                            ========
</TABLE>

         In 1999, RateXchange entered into a term sheet agreement with a vendor
         to provide specialized consulting and computer programming to assist in
         RateXchange's business plans and operations in the business-to-business
         e-commerce niche it was developing. The term sheet was never finalized
         into a formal agreement, but some services were provided, and payments
         were made for the services that were rendered. The term sheet provided
         for the vendor to receive a stock position in RateXchange of up to 10%
         for certain services. The Company is in discussion with the vendor
         concerning the 10% stock position in RateXchange because the formal
         agreement was never completed and the contemplated services were not
         fully provided. The ultimate outcome of this discussion is uncertain at
         this time. No adjustment has been made in the financial statements for
         this uncertainty.

         The Company is involved in several issues as follows:

         Gregory K. Martin v. NetAmerica., Inc. et al. In the spring of 1999,
         Gregory K. Martin, a former officer of both NetAmerica (Seattle)(NAI)
         and the Company, brought suit against the Company and others in the
         Superior Court of Washington (Civil Action No. 99-2-09171-OSEA). The
         suit related to, among other things, Mr. Martin's claims for
         compensation, reimbursement for business expenses, certain insurance
         benefits, payment of certain other obligations guaranteed by Mr. Martin
         (or reimbursement of payments made by him as guarantor), payment of
         certain tax and other obligations of a company referred to as
         SRG/Quantum that were purportedly assumed by NAI and the Company,
         issuance of options to purchase stock of the Company and other remedies
         relating to the terminated acquisition and other transactions. The suit
         was conditionally settled by an agreement dated May 22, 1999 among NAI
         (referred to therein as "A1"), the Company and Mr. Martin (with William
         Fritts undertaking certain limited obligations). Pursuant to that
         agreement, Mr. Martin took a voluntary non-suit, i.e. dismissed his
         suit without prejudice. Mr. Martin may have the ability to attempt to
         void the settlement pursuant to noncompliance on the part of NAI to
         their part of the settlement. As of December 31, 1999, the Company has
         fulfilled all of its current obligations under the settlement
         agreement.

         NAI Office Lease. The Company understands that NAI leased certain
         office space in Seattle pursuant to a lease agreement. The lease's
         identification of the party intended to be obligated as tenant may not
         be entirely clear. In early 1999, the Landlord asserted that the
         Company may be liable for NAI's obligations under that lease, although
         the Landlord did not clearly present its basis for that assertion. The
         Landlord brought suit against NAI for breach of this lease and also
         named the Company as a party. The Company believes that there is a
         remote chance that any further losses will result from this action.

         Dispute with Waave Telecommunications, Inc. The Company has asserted
         certain claims against Waave Telecommunications, Inc. ("Waave"). These
         claims arise out of (i) a three-page agreement that the Company and
         Waave entered into in March 1999 which contemplated the Company's
         acquisition of 50% of Waave's outstanding equity, and subsequent oral
         statements and course of conduct, and (ii) a service agreement between
         the Company and Waave pursuant to which Waave agreed to provide certain
         services to the Company and to which the Company has provided funds to
         Waave for those services. The


                                       40
<PAGE>   39
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999


         Company has not made an evaluation as to the likelihood of settlement
         or favorable or unfavorable results from this action.

         On February 24, 2000, Concentric Network Corporation filed a lawsuit
         against NetAmerica, Inc., aka A1 Internet, Inc., and us in the Superior
         Court of California for the County of Santa Clara (CV 784335). The
         lawsuit involves claims for breach of contract and common counts based
         on A1 Internet's nonperformance in a settlement agreement between A1
         Internet, Concentric and us. Concentric is asking for compensatory
         damages of at least $167,794, restitution, costs and attorney fees. We
         have issued 23,305 shares of our common stock for settlement of this
         dispute and we do not believe that any additional compensation will be
         required to resolve this lawsuit.

NOTE 11  OPTIONS/WARRANTS FOR PURCHASE OF COMMON STOCK

         Stock Option Plans - The Company has a stock incentive plan which
         provides for the grant of options to officers, consultants and
         employees to acquire shares of its common stock at a purchase price
         generally equal to the fair market value on the date of grant. Options
         generally expire five years from date of grant. The Company has also
         issued warrants that generally expire five years from the date of
         grant. A summary of activity follows:

Warrants:

<TABLE>
<CAPTION>
                                                   1999                                 1998
                                       ------------------------------       -----------------------------
                                                         Weighted                            Weighted-
                                       Number of          average           Number of         average
                                         shares        exercise price        shares        exercise price
                                       ---------       --------------       ---------      --------------
<S>                                    <C>             <C>                  <C>            <C>
Outstanding at beginning of
  year                                   100,000            $2.00                 --            $  --
Granted                                  525,000             1.69            100,000             2.00
Exercised                                     --               --                 --               --
Canceled                                      --               --                 --               --
                                       ---------            -----            -------            -----
Outstanding at end of
  year                                   625,000             1.74            100,000             2.00
                                       =========            =====            =======            =====
Exercisable at end of
  year                                   625,000             1.74            100,000             2.00
                                       =========            =====            =======            =====
</TABLE>

Options:

<TABLE>
<CAPTION>
                                                   1999                                 1998
                                       ------------------------------       -----------------------------
                                                         Weighted                            Weighted-
                                       Number of          average           Number of         average
                                         shares        exercise price        shares        exercise price
                                       ---------       --------------       ---------      --------------
<S>                                    <C>             <C>                  <C>            <C>
Outstanding at beginning of                   --            $  --                 --            $  --
  year
Granted                                3,050,000             2.24                 --               --
Exercised                                     --               --                 --               --
Canceled                                  60,000             2.50                 --               --
                                       ---------            -----            -------            -----
Outstanding at end of
  year                                 2,990,000             2.23                 --               --
                                       =========            =====            =======            =====
Exercisable at end of
  year                                 1,287,500             1.96                 --               --
                                       =========            =====            =======            =====
</TABLE>

         As permitted by SFAS #123 "Accounting for Stock-Based Compensation,"
         the Company has elected to account for the stock option plans under APB
         #25 "Accounting for Stock Issued to Employees." Accordingly, no
         compensation cost has been recognized for these plans when options were
         issued at equal to or more than fair market value.

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized to expense over the options' vesting period. Had
         compensation cost for the stock option plan been determined based on
         the


                                       41
<PAGE>   40
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999


         fair value at the grant date consistent with SFAS #123, the Company's
         net earnings and earnings per share are estimated as follows:

<TABLE>
<CAPTION>
                                                         1999            1998
                                                     -----------     -----------
<S>                                                  <C>             <C>
         Net Earnings
                 As reported                         $(7,329,280)    $(1,116,953)
                 Pro Forma                            (8,309,779)     (1,116,953)

         Net earnings per share
           (basic and diluted)
                 As reported                               (0.57)          (0.68)
                 Pro forma                                 (0.65)          (0.68)
                                                     ===========     ===========
</TABLE>

        The fair market value of each option grant was estimated at the date of
        grant using the Black-Scholes option pricing model with the following
        weighted average assumptions:

<TABLE>
<CAPTION>
                                                                  1999     1998
                                                                  ----     ----
<S>                                                               <C>      <C>
         Risk-free interest rate                                   7.0%     N/A
         Dividend yield                                              0%     N/A
         Volatility                                                100%     N/A
         Average expected term (years)                               5      N/A
                                                                  ====     ====
</TABLE>

        Employee stock options and warrants outstanding and exercisable under
        these plans as of December 31, 1999 were:

<TABLE>
<CAPTION>
                                      Outstanding                          Exercisable
                       ------------------------------------------    -----------------------
                                                      Weighted
                                      Weighted         Average                      Weighted
        Range of                       Average        Remaining                      Average
        exercise        Warrant/      Exercise       Contractual      Warrants/     Exercise
         prices         Options        Price         Life (years)      Options        Price
     --------------    ----------    ----------      ------------    ----------     --------
<S>                    <C>           <C>             <C>             <C>            <C>
     $ .05 - $ .99       275,000       $ .10             4.06           275,000       $ .10
     $1.00 - $1.99     1,155,000       $1.58             4.16           700,000       $1.56
     $2.00 - $2.75     2,185,000       $2.70             4.69           937,500       $2.65
     --------------    ---------       ------            ----        ---------        -----
                       3,615,000                                     1,912,500
                       =========                                     =========
</TABLE>

         Shareholders authorized the 1999 NetAmerica.com Stock Option Plan
         during 1999. Total options available to employees are 3,000,000 shares.
         Total options and warrants issued during the year for less than fair
         market value were 225,000 for which the Company recognized related
         compensation expense of $261,835.

NOTE 12  SHORT TERM DEBT

         The Company issued a note for $450,000 for the purchase of Rate
         Exchange, Inc (Note 6). The notes carried an interest rate of 5%. The
         notes were paid in January 2000.

         During December 1999, RateXchange received $350,000 in short term loans
         in anticipation of a $2,000,000 bridge loan agreement. The $2 million
         bridge loan agreement will be used as ongoing financing of RateXchange
         activities. The loan will bear interest at 10% and will mature six
         months from the completion of the funding of the loan (completed
         February 2000). The loan agreement comes with warrants to purchase up
         to 400,000 shares of RateXchange stock at $2.40 per share (subject to
         adjustments and other funding objectives). The warrants are set to
         expire on December 31, 2002.


                                       42
<PAGE>   41
                   NETAMERICA.COM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

NOTE 13  INVESTMENT IN AFFILIATE.

         During 1999, the Company created a wholly owned subsidiary, Telenisus
         Corporation, a Delaware corporation, for the purpose of providing
         internet services to small to mid-sized corporations and
         telecommunications service providers. The Company funded the initial
         capital of Telenisus of $75,000. It subsequently loaned Telenisus
         additional funds to start operations. Telenisus has funded operations
         from its own equity and debt financing and has paid back the Company
         all loans except for the initial capitalization of $75,000. At the end
         of the year, the Company's interest in Telenisus had decreased to less
         than 10% ownership and the Company is showing this investment at cost.

NOTE 14  GOING CONCERN

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company has negative
         working capital and has had recurring operating losses and is dependent
         upon financing to continue operations. The financial statements do not
         include any adjustments that might result from the outcome of this
         uncertainty. Management intends to fund RateXchange activities,
         according to its business plan, and emerge profitable sometime in the
         future.

NOTE 15  RELATED PARTY TRANSACTIONS

         During 1998, the Company entered into a consulting contract with a
         major shareholder that pays a monthly consulting fee plus an incentive
         bonus for 1) any successful acquisition of business enterprises, or 2)
         successful capital funding of a least $5,000,000 in 1998 or 1999. The
         incentive awards are $250,000 in cash, warrants to purchase 250,000
         shares of common stock at $2.75, and a mergers and acquisition fee for
         any acquisition during 1998 or 1999. At December 31, 1999, the Company
         accrued $315,800 in cash incentives relating to completed financing and
         the value of the RateXchange acquisition.

NOTE 16 MINORITY INTEREST

         During 1999, the Company issued 10% of the outstanding shares of its
         subsidiary, RateXchange, to Donald Sledge, the Chief Executive Officer
         of RateXchange, as an incentive for employment. The shares were issued
         at par value, since the shares are privately owned, have no trading
         value, have no book value, and no voting or liquidation value based on
         its minority status.

NOTE 17 SUBSEQUENT EVENTS

         In February 2000, the Company anticipates another private placement for
         further funding of RateXchange activities.


                                       43
<PAGE>   42
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.

                                    FORM 10-K

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

        Information regarding directors of the Company is incorporated by
reference from "Election of Directors" in the Proxy Statement to be delivered to
shareholders in connection with the 2000 Annual Meeting of Shareholders to be
held on April 20, 2000.

        Information concerning current executive officers of the Company is
incorporated by reference to the section in Part I hereof found under the
caption "Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION

        Information regarding this item is incorporated by reference from
"Executive Compensation" in the Proxy Statement to be delivered to shareholders
in connection with the 2000 Annual Meeting of Shareholders to be held on April
20, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information regarding this item is incorporated by reference from
"Security Ownership of Certain Beneficial Owners and Management" in the Proxy
Statement to be delivered to shareholders in connection with the 2000 Annual
Meeting of Shareholders to be held on April 20, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information regarding this item is incorporated by reference from
"Certain Relationships and Related Transactions" in the Proxy Statement to be
delivered to shareholders in connection with the 2000 Annual Meeting of
Shareholders to be held on April 20, 2000.


                                       44
<PAGE>   43
                                    FORM 10-K

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        The following constitutes a list of Financial Statements, Financial
Statement Schedules, and Exhibits required to be used in this report:

1.       Financial Statements - Included in Part II, Item 8 of this report:

         Report of Independent Auditors

         Consolidated Balance Sheets as of December 31, 1999 and December 31,
         1998

         Consolidated Statements of Operations for the years ended December 31,
         1999, December 31, 1998, and December 31, 1997

         Consolidated Statements of Stockholders' Equity for the period December
         31, 1996 to December 31, 1999

         Consolidated Statements of Cash Flows for the years ended December 31,
         1999, December 31, 1998, and December 31, 1997

         Notes to Consolidated Financial Statements for the years ended December
         31, 1999, December 31, 1998, and December 31, 1997

2.       Financial Statement Schedules - included in Part IV of this report:

         Schedules other than those listed above are omitted because of the
         absence of conditions under which they are required or because the
         required information is presented in the financial statements or notes
         thereto.

3.       Exhibits

          3.1      Certificate of Incorporation for NetAmerica.com Corporation,
                  as amended, filed with the Form 10-Q dated September 30, 1999,
                  incorporated herein by reference.

          3.2      Amended and Restated Bylaws of NetAmerica.com Corporation,
                  filed with the Form 10-Q dated September 30, 1999,
                  incorporated herein by reference.

          4.1      Form of Warrant, filed herein.

          4.2      Form of Convertible Promissory Note between RateXchange, Inc.
                  and Investors, filed herein.

         10.1     Agreement and Plan of Merger between NetAmerica.com
                  Corporation and Rate Exchange, Inc., dated June 1, 1999, filed
                  with the Form 10-Q dated September 30, 1999, incorporated
                  herein by reference.

         10.2     Acquisition Agreement between NetAmerica.com Corporation and
                  PolarCap, Inc., filed with the Form 8-K dated September 22,
                  1998, incorporated herein by reference.

         10.3     Form of Severance Agreement between NetAmerica.com Corporation
                  and each of Douglas Cole and Edward Mooney, filed herein.

         10.4     Employment Agreement between RateXchange, Inc. and Donald H.
                  Sledge, filed with the Form 10-Q dated September 30, 1999,
                  incorporated herein by reference.

         10.5     Form of Employment Agreement between RateXchange, Inc. and
                  each of Philip Rice, Ross Mayfield and Paul Wescott, filed
                  herein.

         10.6     NetAmerica.com Corporation 1999 Stock Option Plan, filed with
                  the Proxy Statement for the Annual Meeting of Shareholders on
                  December 16, 1999.

         21.1     Subsidiaries of NetAmerica.com Corporation, filed herein.


                                       45
<PAGE>   44

         27       Financial Data Schedule, filed herein.

4.      Reports on Form 8-K:  None

       SUPPLEMENTAL INFORMATION TO BE FILED BY REGISTRANTS WHICH HAVE NOT
             REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

        We voluntarily filed with the Commission via EDGAR on November 29, 1999
a proxy statement for our 1999 annual shareholders meeting held on December 16,
1999.


                                       46
<PAGE>   45
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            NETAMERICA.COM CORPORATION

March 28, 2000                              By: /s/ DONALD H. SLEDGE
                                                --------------------------------
                                                DONALD H. SLEDGE,
                                                CHIEF OFFICER


        Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                        <C>
/s/ DONALD H. SLEDGE                       Chairman,
------------------------------------       Chief Executive Officer      March 28, 2000
DONALD H. SLEDGE


/s/ PHILIP RICE                            Principal Financial and
------------------------------------       Accounting Officer           March 28, 2000
PHILIP RICE


/s/ ROSS MAYFIELD
------------------------------------       President                    March 28, 2000
ROSS MAYFIELD


/s/ JONATHAN MERRIMAN                      Director
------------------------------------                                    March 28, 2000
JONATHAN MERRIMAN


/s/ DOUGLAS COLE                           Director
------------------------------------                                    March 28, 2000
DOUGLAS COLE


/s/ RONALD SPEARS                          Director
------------------------------------                                    March 28, 2000
RONALD SPEARS


/s/ CHRISTOPHER VIZAS                      Director
------------------------------------                                    March 28, 2000
CHRISTOPHER VIZAS
</TABLE>


                                       47
<PAGE>   46
                                  EXHIBIT INDEX

<TABLE>
<S>      <C>
3.1      Certificate of Incorporation for NetAmerica.com Corporation, as
         amended, filed with the Form 10-Q dated September 30, 1999,
         incorporated herein by reference.

3.2      Amended and Restated Bylaws of NetAmerica.com Corporation, filed with
         the Form 10-Q dated September 30, 1999, incorporated herein by
         reference.

4.1      Form of Warrant, filed herein.

4.2      Form of Convertible Promissory Note between RateXchange, Inc. and
         Investors, filed herein.

10.1     Agreement and Plan of Merger between NetAmerica.com Corporation and
         Rate Exchange, Inc., dated June 1, 1999, filed with the Form 10-Q dated
         September 30, 1999, incorporated herein by reference.

10.2     Acquisition Agreement between NetAmerica.com Corporation and PolarCap,
         Inc., filed with the Form 8-K dated September 22, 1998, incorporated
         herein by reference.

10.3     Form of Severance Agreement between NetAmerica.com Corporation and each
         of Douglas Cole and Edward Mooney, filed herein.

10.4     Employment Agreement between RateXchange, Inc. and Donald H. Sledge,
         filed with the Form 10-Q dated September 30, 1999, incorporated herein
         by reference.

10.5     Form of Employment Agreement between RateXchange, Inc. and each of
         Philip Rice, Ross Mayfield and Paul Wescott, filed herein.

10.6     NetAmerica.com Corporation 1999 Stock Option Plan, filed with the Proxy
         Statement for the Annual Meeting of Shareholders on December 16, 1999.

21.1     Subsidiaries of NetAmerica.com Corporation, filed herein.

27       Financial Data Schedule, filed herein.
</TABLE>