<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999

                                       OR

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

               FOR THE TRANSITION PERIOD FROM _______ TO _______

                        COMMISSION FILE NUMBER 000-25147

                             INTERNET AMERICA, INC.
             (Exact name of registrant as specified in its charter)

                  TEXAS                              86-0778979
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)            Identification Number)

 350 N. ST. PAUL, SUITE 3000, DALLAS, TX                75201
(Address of principal executive offices)              (Zip Code)


Issuer's telephone number, including area code: (214) 861-2500

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes [x] No [ ]

     State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                           OUTSTANDING AT MAY 9, 2000
                               -------------------

       Common Stock at $.01 par value           9,704,632 Shares
                                =================


            Transitional Small Business Disclosure Format (check one)

                                 Yes [ ] No [x]

<PAGE>   2



Explanatory Note

This Form 10-QSB/A is filed to amend the Form 10-QSB for the period ended
December 31, 1999 (the "Original Form 10-QSB") to restate the Financial
Statements (Item 1) and make the corresponding changes to Management's
Discussion and Analysis of Financial Condition and Results of Operations (Item
2) and the Financial Data Schedule. Subsequent to the issuance of the Company's
financial statements in the Original Form 10-QSB, we discovered a data
processing error in the calculation of deferred revenue. This error had the
effect of understating deferred revenue and overstating revenue as of and for
the three and six months ended December 31, 1999. The effects of the restatement
on the financial statements are more fully described in Note 4 of the Notes to
Condensed Consolidated Financial Statements.

This report continues to speak as of the date of the Original Form 10-QSB, and
we have not updated the disclosures in this report to speak to any later date.
While this report primarily relates to the historical period covered, events may
have taken place since the date of the Original Form 10-QSB that might have been
reflected in this report if they had taken place prior to the filing of the
Original Form 10-QSB. All information contained in this amendment is subject to
updating and supplementing as provided in our periodic reports filed with the
SEC.






PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                     INTERNET AMERICA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       December 31,        June 30,
                                                                           1999             1999
                                                                       ------------      ------------
                              ASSETS                                   (Unaudited)
                                                                       (As Restated,
                                                                       See Note 4)
<S>                                                                    <C>               <C>
CURRENT ASSETS:
       Cash and cash equivalents                                       $  1,724,143      $  5,845,562
       Accounts receivable, net                                           1,523,494         1,122,894
       Prepaid expenses and other current assets                            141,146           126,433
                                                                       ------------      ------------
              Total current assets                                        3,388,783         7,094,889

PROPERTY AND EQUIPMENT, net                                               2,952,694         2,622,637

INTANGIBLES, net                                                         40,272,250         8,978,384

OTHER                                                                       298,428           217,494
                                                                       ------------      ------------

                                                                       $ 46,912,155      $ 18,913,404
                                                                       ============      ============

                    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Trade accounts payable                                          $  2,839,573      $  2,131,201
       Accrued liabilities                                                1,667,108         1,068,774
       Deferred revenue                                                   4,514,428         3,358,347
       Current maturities of capital lease obligations                      152,131            41,195
       Current maturities of long-term debt                                 185,821           434,934
                                                                       ------------      ------------
              Total current liabilities                                   9,359,061         7,034,451

CAPITAL LEASE OBLIGATIONS, net of current portion                           183,654           102,246

LONG-TERM DEBT, net of current portion                                      208,835           151,997
                                                                       ------------      ------------
              Total liabilities                                           9,751,550         7,288,694
                                                                       ------------      ------------

SHAREHOLDERS' EQUITY:
       Common stock, $.01 par value; 40,000,000 shares authorized,
              9,613,818 and 6,912,930  issued and outstanding at
              December 31, 1999, and June 30, 1999, respectively             96,138            69,130
       Additional paid-in capital                                        54,587,067        24,231,065
       Accumulated deficit                                              (17,522,600)      (12,675,485)
                                                                       ------------      ------------
              Total shareholders' equity                                 37,160,605        11,624,710
                                                                       ------------      ------------

                                                                       $ 46,912,155      $ 18,913,404
                                                                       ============      ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.





                                       2
<PAGE>   3


Financial Statements - Continued

                     INTERNET AMERICA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended                  Six Months Ended
                                                   December 31,                       December 31,
                                         ------------------------------      ------------------------------
                                             1999              1998              1999              1998
                                         ------------      ------------      ------------      ------------
                                         (As Restated,                       (As Restated,
                                          See Note 4)                         See Note 4)
<S>                                      <C>               <C>               <C>               <C>
REVENUES:
       Access                            $  5,430,921      $  3,619,473      $  9,899,681      $  7,214,257
       Business services                    1,190,118           597,703         2,106,949         1,120,650
       Other                                   90,940            15,157           297,548            44,841
                                         ------------      ------------      ------------      ------------
          Total                             6,711,979         4,232,333        12,304,178         8,379,748
                                         ------------      ------------      ------------      ------------

OPERATING COSTS AND EXPENSES:
       Connectivity and operations          3,932,250         2,198,826         7,082,445         4,247,264
       Sales and marketing                  1,546,921         1,212,244         3,045,391         2,063,102
       General and administrative           1,796,993           929,184         3,184,193         1,767,180
       Depreciation and amortization        2,473,149           495,868         3,889,161           977,635
                                         ------------      ------------      ------------      ------------
          Total                             9,749,313         4,836,122        17,201,190         9,055,181
                                         ------------      ------------      ------------      ------------

OPERATING LOSS                             (3,037,334)         (603,789)       (4,897,012)         (675,433)
INTEREST INCOME (EXPENSE), NET                 13,115           (61,981)           49,897          (170,914)
INCOME TAX EXPENSE                                 --                --                --           (10,000)
                                         ------------      ------------      ------------      ------------

NET LOSS                                 $ (3,024,219)     $   (665,770)     $ (4,847,115)     $   (856,347)
                                         ============      ============      ============      ============

NET LOSS PER COMMON SHARE:

       BASIC                             $      (0.37)     $      (0.14)     $      (0.64)     $      (0.20)
                                         ============      ============      ============      ============

       DILUTED                           $      (0.37)     $      (0.14)     $      (0.64)     $      (0.20)
                                         ============      ============      ============      ============

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:

       BASIC                                8,129,357         4,603,278         7,569,284         4,260,940

       DILUTED                              8,129,357         4,603,278         7,569,284         4,260,940
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>   4
Financial Statements - Continued

                     INTERNET AMERICA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                      December 31,
                                                                             ------------------------------
                                                                                 1999              1998
                                                                             ------------      ------------
                                                                             (As Restated,
                                                                              See Note 4)
<S>                                                                          <C>               <C>
OPERATING ACTIVITIES:
     Net loss                                                                $ (4,847,115)     $   (856,347)
     Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
         Depreciation and amortization                                          3,889,161           977,635
         Changes in operating assets and liabilities (excluding amounts
         obtained in acquisitions):
             Accounts receivable                                                 (149,068)          149,643
             Prepaid expenses and other current assets                            149,406          (105,648)
             Other assets                                                        (163,443)            4,492
             Accounts payable and accrued liabilities                            (673,134)           80,294
             Deferred revenue                                                    (534,970)          176,224
                                                                             ------------      ------------
                  Net cash provided by (used in) operating activities          (2,329,163)          426,293
                                                                             ------------      ------------

INVESTING ACTIVITIES:
     Purchases of property and equipment                                         (425,275)         (514,811)
     Business and subscriber acquisitions, net of cash acquired                (1,558,432)               --
                                                                             ------------      ------------
                  Net cash used in investing activities                        (1,983,707)         (514,811)
                                                                             ------------      ------------

FINANCING ACTIVITIES:
     Proceeds from issuance of common equity                                      499,891        20,169,591
     Proceeds from issuance of note payable to related party                           --           311,186
     Principal payments of notes payable to shareholders                               --        (2,017,713)
     Principal payments of capital lease obligations                              (15,995)         (258,086)
     Principal payments of long-term debt                                        (292,445)         (669,325)
     Payments on line of credit                                                        --          (225,000)
                                                                             ------------      ------------
                  Net cash provided by financing activities                       191,451        17,310,653
                                                                             ------------      ------------

NET INCREASE (DECREASE) IN CASH                                                (4,121,419)       17,222,135

CASH, BEGINNING OF PERIOD                                                       5,845,562           618,290
                                                                             ------------      ------------

CASH, END OF PERIOD                                                          $  1,724,143      $ 17,840,425
                                                                             ============      ============

SUPPLEMENTAL INFORMATION:
     Cash paid for interest                                                  $     26,705      $    208,131
     Cash paid for income taxes                                              $         --      $     31,500
     Common stock and options issued in acquisition of PDQ.Net               $ 29,872,852      $         --
     Accrued liability recorded for acquisition costs                        $    400,000      $         --
     Contribution of capital in exchange for note payable                    $     10,267      $         --

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>   5
                     INTERNET AMERICA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   Basis of Presentation

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to Article 10 of
     Regulation S-X of the Securities and Exchange Commission. The accompanying
     unaudited condensed financial statements reflect, in the opinion of
     management, all adjustments necessary to achieve a fair statement of the
     Company's financial position and results of operations for the interim
     periods presented. All such adjustments are of a normal and recurring
     nature. These condensed financial statements should be read in conjunction
     with the financial statements for the year ended June 30, 1999, included in
     the Company's Annual Report on Form 10-KSB (File No 000-25147).

2.   Earnings Per Share

     There are no adjustments required to be made to net loss for the purpose of
     computing basic and diluted earnings per share ("EPS"). During the quarter
     ended December 31, 1999, options to purchase approximately 1,202,000 shares
     of common stock were not included in the computation of diluted EPS because
     the Company incurred a net loss for the period and the effect of such
     instruments is antidilutive. During the quarter ended December 31, 1999,
     options to purchase 127,784 shares of common stock were exercised.

3.   Business Combinations

     Each of the following acquisitions has been accounted for using the
     purchase method of accounting, and resulting intangibles are being
     amortized over a three year period.

     On June 30, 1999, the Company acquired all the outstanding common stock of
     NeoSoft, Inc. ("NeoSoft"), an ISP in Houston, Texas, for $8.1 million.
     Assets of NeoSoft include approximately 9,500 individual and corporate
     Internet access accounts, including customer support and network operations
     facilities in Houston and New Orleans. Intangibles acquired as a result of
     the acquisition aggregated approximately $8.7 million.

     On July 26, 1999, the Company acquired the subscribers of King Dinosaur,
     Inc. d/b/a KDI Internet Solutions, a Texas corporation ("KDi"). Under the
     terms of an Asset Purchase Agreement, we paid a total of $259,250 based on
     the actual number of KDi subscribers that transitioned to Internet
     America's service.

     On July 28, 1999, the Company acquired the subscribers of INTX Networking,
     L.L.C., a Texas limited liability company ("INTX"), under the terms of an
     Asset Purchase Agreement. According to the agreement, we agreed to pay up
     to $380,600 in cash, half of which was paid upon closing. The remaining
     payment was contingent on the actual number of INTX subscribers that
     transitioned to Internet America's service by January 24, 2000. We do not
     expect to make any further payments under the agreement.

     On August 9, 1999, the Company acquired the Texas dial-up subscribers of
     Pointe Communications Corporation, Inc., a Nevada corporation
     ("PointeCom"). Under the terms of an Asset Purchase Agreement, we made an
     initial payment of $1,000,000 in cash. The remaining payment of $1,000,000
     was contingent on the actual number of PointeCom customers that
     transitioned to Internet America's service. In January 2000, the Company
     received a refund of $750,000 based on the actual number of PointeCom
     subscribers that transitioned to Internet America's service.

     On November 22, 1999, the Company acquired all of the outstanding shares of
     PDQ.Net, Inc. ("PDQ.Net"), a Houston-based ISP, in exchange for 2,425,000
     shares of the Company's common stock. The Company also issued options to
     purchase 352,917 shares of the Company's common stock with a weighted
     average exercise price of $1.62 per share in replacement of all of the
     outstanding stock options of PDQ.Net. The total value of the stock and
     options exchanged by the Company was approximately $29.9 million, excluding
     closing costs,


                                       5
<PAGE>   6



     based on the November 22, 1999 closing price of the Company's stock,
     adjusted to reflect restrictions on the transfer of certain shares.
     Goodwill arising from the transaction aggregates approximately $32.6
     million and is being amortized using the straight-line method over a period
     of three years commencing November 22, 1999.

     Pro forma amounts of total revenues, net loss, and net loss per share for
     the six months ended December 31, 1999 and 1998, assuming the acquisition
     had occurred at the beginning of each period, are as follows:

<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                        December 31,
                                              ------------------------------
                                                  1999              1998
                                              ------------      ------------
                                              (As Restated,
                                               See Note 4)
<S>                                           <C>               <C>
Total revenues                                $ 16,064,459      $ 11,203,010

Net loss                                      $(10,850,511)     $ (6,491,459)

Net loss per common share                     $      (1.15)     $      (0.97)
</TABLE>

4.   Restatement

     Subsequent to the issuance of the Company's financial statements in its
     Form 10-Q for the three and six months ended December 31, 1999, we
     discovered a data processing error in the calculation of deferred revenue.
     This error had the effect of understating deferred revenue and overstating
     revenue as of and for the three and six months ended December 31, 1999.

     As a result, the accompanying financial statements as of and for the three
     and six months ended December 31, 1999 have been restated from amounts
     previously reported to properly record these transactions. A summary of the
     effects of the restatement is as follows:

<TABLE>
<CAPTION>
                                                 Previously
                                                  Reported           Restated
                                                ------------       ------------
<S>                                             <C>                <C>
As of December 31, 1999:
     Deferred revenue                           $  3,948,850       $  4,514,428
     Accumulated deficit                        $(16,957,022)      $(17,522,600)

Three months ended December 31, 1999:
     Access revenues                            $  5,750,095       $  5,430,921
     Total revenues                             $  7,031,153       $  6,711,979
     Operating loss                             $ (2,718,160)      $ (3,037,334)
     Net loss                                   $ (2,705,045)      $ (3,024,219)

     Net loss per common share:
        Basic                                   $      (0.33)      $      (0.37)
        Diluted                                 $      (0.33)      $      (0.37)

Six months ended December 31, 1999:
     Access revenues                            $ 10,465,259       $  9,899,681
     Total revenues                             $ 12,869,756       $ 12,304,178
     Operating loss                             $ (4,331,434)      $ (4,897,012)
     Net loss                                   $ (4,281,537)      $ (4,847,115)

     Net loss per common share:
     Basic                                      $      (0.57)      $      (0.64)
     Diluted                                    $      (0.57)      $      (0.64)
</TABLE>



                                       6
<PAGE>   7

ITEM 2-

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements, identified by words such as "anticipate," "believe,"
"estimate," "should," "expect" and similar expressions, include our expectations
and objectives regarding our future financial position, operating results and
business strategy. These statements reflect the current views of management with
respect to future events and are subject to risks, uncertainties and other
factors that may cause our actual results, performance or achievements, or
industry results, to be materially different from those described in the
forward-looking statements. We do not intend to update the forward-looking
information to reflect actual results or changes in the factors affecting such
forward-looking information. Our Registration Statement on Form SB-2, initially
filed with the Securities and Exchange Commission on January 21, 2000, discusses
some additional important risk factors that could cause our actual results to
differ materially from those in such forward-looking statements.


OVERVIEW

     Internet America is an Internet service provider ("ISP") that provides a
wide array of Internet services tailored to meet the needs of individual and
business subscribers. We afford our subscribers a high quality Internet
experience with fast, reliable service and responsive customer care. As of
December 31, 1999, we served approximately 147,000 subscribers in the
southwestern United States.

     The rapid growth of the Internet has resulted in increased competition for
existing services and increased demand for new products and services. Increases
in demand and a surge in Internet users have fostered an increase in the number
of ISPs providing access to the Internet. Our competitors have begun to
advertise in our existing markets with aggressive new promotions or offers of
free Internet access. We believe we are well positioned to deal with these
competitive forces by continuing to build high user density and maintaining a
rational business plan.

     Rapid growth and high user density are the cornerstones of our business
strategy. We will continue to pursue an ambitious growth strategy, but in a
controlled manner. Our goal is to rapidly create user density in specific
regions with a view towards positive EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization) in the near future.

     Recent technological developments have allowed for the propagation of
broadband, a transmission medium that can carry numerous voice, video, and data
channels simultaneously. The emergence of low-cost broadband solutions will
significantly impact the ability of many ISPs to compete. We are committed to
being a leader in offering broadband solutions to individuals and businesses.
High-speed connectivity is essential to the commercially viable deployment of
new, value-added services such as Internet telephony, particularly Voice Over
Internet Protocol (VoIP), video and audio programming distribution and other
high bandwidth applications. We believe we are well positioned to efficiently
market and deploy our DSL products due to the high density of our subscriber
base.

     Given the increased level of competition in the industry for new
subscribers, we will be more selective with regard to investing in direct
response advertising. We plan to concentrate our direct response advertising
more heavily in markets where we have established branding than in new markets.
We have found that the most effective way to initially penetrate new markets is
through an aggressive acquisition strategy. Management believes the level of
consolidation in the industry will escalate, and a viable acquisition strategy
is the most efficient way to rapidly build market share.

     We expect our total sales and marketing expenses to remain relatively
stable as a percentage of total revenue. However, we anticipate a lower cost of
adding new subscribers by using a market development fund provided by a
telecommunications company with which we have partnered to deliver DSL.


                                       7
<PAGE>   8



     The execution of our acquisition strategy will cause an increase in our
amortization expense as the costs of purchasing the subscriber bases are written
off. In the coming fiscal years we expect to report net losses, primarily due to
amortization expense, while generating positive EBITDA. There can be no
assurance we will be able to achieve or sustain positive EBITDA or net income in
the future.

     We expect general and administrative expenses to increase to support our
growth. Connectivity costs will increase after acquisitions, since there is some
duplication of inbound telephone connectivity and Internet connectivity during
the transition period. However, we believe we can quickly transition even
sizable acquisitions and realize connectivity and networking economies of scale
within two quarters of an acquisition.

     We have an accumulated deficit of $17.5 million at December 31, 1999 and
have had annual operating losses since inception as a result of building network
infrastructure and rapidly increasing market share.


RECENT ACQUISITIONS

     On November 22, 1999, we acquired all of the issued and outstanding
securities of PDQ.Net for 2,425,000 shares of our common stock. We also issued
options to purchase 352,917 shares of the Company's common stock with a weighted
average exercise price of $1.62 per share in replacement of all of the
outstanding stock options of PDQ.Net. As a result of the purchase, PDQ.Net
became a wholly owned subsidiary of Internet America, Inc. The assets of PDQ.Net
include approximately 43,000 individual and corporate Internet access accounts
and the computer equipment used to service those accounts. We intend to continue
to use these assets to provide Internet access to customers. The total value of
the stock and options exchanged by the Company, excluding closing costs, was
approximately $29.9 million based on the November 22, 1999 closing price of the
Company's stock, adjusted to reflect restrictions on the transfer of certain
shares. The transaction is accounted for as a purchase.


STATEMENT OF OPERATIONS

     Access revenues are derived primarily from individual Internet access,
whether dial-up, ISDN, or DSL and value-added services, such as multiple e-mail
boxes and personalized e-mail addresses. Business services revenues are derived
primarily from dedicated connectivity, bulk dial-up access and Web services.

     A brief description of each element of our operating expenses follows:

          Connectivity and operations expenses consist primarily of setup costs
     for new subscribers, telecommunications costs, and wages of network
     operations and customer support personnel. Connectivity costs include (i)
     fees paid to telecommunications companies for subscribers' connections to
     our network and (ii) fees paid to backbone providers for connections from
     our network to the Internet.

          Sales and marketing expenses consist primarily of creative and
     production costs, costs of media placement, call center wages and
     management salaries. Advertising costs are expensed as incurred.

          General and administrative expenses consist primarily of
     administrative salaries, professional services, rent and other general
     business expenses.

          Depreciation is computed using the straight line method over the
     estimated useful lives of the assets. Data communications equipment,
     computers, data servers and office equipment are depreciated over three
     years. We depreciate furniture, fixtures and leasehold improvements over
     five years. Purchased subscriber bases are amortized over three years. The
     assets and liabilities acquired in business combinations are recorded at
     estimated fair values. The excess of the cost of the net assets acquired
     over their fair value is recorded as goodwill and amortized over an
     estimated life of three years. Depreciation and amortization will increase
     substantially during fiscal 2000 due to the acquisition of PDQ.Net and
     other recent acquisitions.

     Our business is not subject to any significant seasonal influences.


                                       8
<PAGE>   9

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1998

     The following table sets forth certain unaudited financial data for the
three months ended December 31, 1999 and 1998. All amounts for the three months
ended December 31, 1998 have been restated to reflect the poolings of interests
with CompuNet and CyberRamp. Operating results for any period are not indicative
of results for any future period. Dollar amounts are shown in thousands (except
per share data and subscriber count).

<TABLE>
<CAPTION>
                                             Three Months Ended               Three Months Ended
                                              December 31, 1999                December 31, 1998
                                         --------------------------       --------------------------
                                                            % of                            % of
                                          (000's)         Revenues         (000's)         Revenues
                                         ----------      ----------       ----------      ----------
<S>                                      <C>                   <C>        <C>                   <C>
STATEMENT OF OPERATIONS DATA:

REVENUES:
       Access                            $    5,431            80.9%      $    3,619            85.5%
       Business services                      1,190            17.7%             598            14.1%
       Other                                     91             1.4%              15             0.4%
                                         ----------      ----------       ----------      ----------
              Total                           6,712           100.0%           4,232           100.0%
                                         ----------      ----------       ----------      ----------

OPERATING COSTS AND EXPENSES:
       Connectivity and operations            3,932            58.6%           2,199            52.0%
       Sales and marketing                    1,547            23.1%           1,212            28.6%
       General and administrative             1,797            26.8%             929            21.9%
       Depreciation and amortization          2,473            36.8%             496            11.7%
                                         ----------      ----------       ----------      ----------
              Total                           9,749           145.3%           4,836           114.2%
                                         ----------      ----------       ----------      ----------

LOSS FROM OPERATIONS                         (3,037)          (45.3%)           (604)          (14.2%)
INTEREST INCOME (EXPENSE), NET                   13             0.2%             (62)           (1.5%)
INCOME TAX EXPENSE                               --             0.0%              --             0.0%
                                         ----------      ----------       ----------      ----------

NET LOSS                                 $   (3,024)          (45.1%)     $     (666)          (15.7%)
                                         ==========      ==========       ==========      ==========

NET LOSS PER COMMON SHARE:

       BASIC                             $    (0.37)                      $    (0.14)
                                         ==========                       ==========

       DILUTED                           $    (0.37)                      $    (0.14)
                                         ==========                       ==========

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:

       BASIC                                  8,129                            4,603

       DILUTED                                8,129                            4,603

OTHER DATA:
Subscribers at end of period                147,000                           67,500
</TABLE>



                                       9
<PAGE>   10


     Total revenue. Total revenue increased by $2.5 million, or 58.6%, to $6.7
million for the three months ended December 31, 1999, from $4.2 million for the
three months ended December 31, 1998. The majority of the increase in total
revenue is attributable to the increase in access revenue of $1.8 million, or
50.0%, to $5.4 million for the three months ended December 31, 1999, from $3.6
million for the same period in 1998. Approximately $800,000 of the increase in
access revenue is attributable to the acquisition of PDQ.Net, which had
approximately 41,000 subscribers on the closing date of November 22, 1999. The
remaining $1.0 million increase in access revenue is attributable to an increase
in the number of other subscribers from 67,500 at December 31, 1998, to 106,000
at December 31, 1999. Business services revenue increased from $598,000 for the
three months ended December 31, 1998 to $1.2 million for the same period in
1999. The increase in business services revenue is primarily due to the
acquisition of NeoSoft, Inc. (NeoSoft) on June 30, 1999. Over half of NeoSoft's
total revenue relates to business services. PDQ.Net also contributed $312,000 of
business services revenue during the quarter. Other revenue consists primarily
of peripheral equipment sales and other miscellaneous revenue.

     Connectivity and operations. Connectivity and operations expense increased
by $1.7 million, or 78.8%, to $3.9 million for the three months ended December
31, 1999 from $2.2 million for the three months ended December 31, 1998. As a
percentage of revenue, connectivity and operations expense increased to 58.6%
for the three months ended December 31, 1999, from 52.0% for the same period in
1998. The increase as a percentage of revenue is due primarily to additional
connectivity related to our entry into new markets and the development of our
DSL products.

     Sales and marketing. Sales and marketing expense increased by $335,000, or
27.6%, to $1.5 million for the three months ended December 31, 1999, compared to
$1.2 million for the same period in 1998, but decreased as a percentage of
revenue to 23.1% for the three months ended December 31, 1999 from 28.6% for the
same period in 1998. The dollar increase is due to the acquisition of PDQ.Net
and the expansion of our marketing program to nine markets in 1999 compared to
four in 1998. The decrease as a percentage of revenue is due primarily to a
restriction of marketing efforts to markets with established branding.

     General and administrative. General and administrative expense increased by
$868,000, or 93.4%, to $1.8 million for the three months ended December 31,
1999, from $929,000 for the three months ended December 31, 1998. General and
administrative expense as a percentage of total revenue increased to 26.8% for
the three months ended December 31, 1999, from 21.9% for the same period in
1998, primarily due to administrative support related to our growth strategy.

     Depreciation and amortization. Depreciation and amortization increased by
$2.0 million to $2.5 million for the three months ended December 31, 1999, from
$496,000 for the same period in 1998. The increase is due to the amortization of
recently acquired subscriber bases and goodwill, along with additional
depreciation expense related to routine upgrades of our network facilities.
Approximately $1.9 million of the total increase in depreciation and
amortization relates to amortization of goodwill arising from the PDQ.Net and
NeoSoft acquisitions.

     Interest income and expense. We realized $13,000 of interest income during
the three months ended December 31, 1999, compared to interest expense of
$62,000 for the same period in 1998. During the three months ended December 31,
1998, several notes payable to shareholders were outstanding, resulting in
interest expense of $62,000 for the period. These notes payable were retired
with part of the proceeds from our initial public offering in December 1998.



                                       10
<PAGE>   11



SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1998

     The following table sets forth certain unaudited financial data for the six
months ended December 31, 1999 and 1998. All amounts for the six months ended
December 31, 1998 have been restated to reflect the poolings of interests with
CompuNet and CyberRamp. Operating results for any period are not indicative of
results for any future period. Dollar amounts are shown in thousands (except per
share data and subscriber count).

<TABLE>
<CAPTION>
                                              Six Months Ended                Six Months Ended
                                              December 31, 1999               December 31, 1998
                                         --------------------------       --------------------------
                                                            % of                            % of
                                           (000's)        Revenues         (000's)         Revenues
                                         ----------      ----------       ----------      ----------
<S>                                      <C>                 <C>          <C>                 <C>
STATEMENT OF OPERATIONS DATA:

REVENUES:
       Access                            $    9,899            80.5%      $    7,214            86.1%
       Business services                      2,107            17.1%           1,121            13.4%
       Other                                    298             2.4%              45             0.5%
                                         ----------      ----------       ----------      ----------
              Total                          12,304           100.0%           8,380           100.0%
                                         ----------      ----------       ----------      ----------

OPERATING COSTS AND EXPENSES:
       Connectivity and operations            7,083            57.6%           4,247            50.7%
       Sales and marketing                    3,045            24.7%           2,063            24.6%
       General and administrative             3,184            25.9%           1,767            21.1%
       Depreciation and amortization          3,889            31.6%             978            11.7%
                                         ----------      ----------       ----------      ----------
              Total                          17,201           139.8%           9,055           108.1%
                                         ----------      ----------       ----------      ----------

LOSS FROM OPERATIONS                         (4,897)          (39.8%)           (675)           (8.1%)
INTEREST INCOME (EXPENSE), NET                   50             0.4%            (171)           (2.0%)
INCOME TAX EXPENSE                               --             0.0%             (10)           (0.1%)
                                         ----------      ----------       ----------      ----------

NET LOSS                                 $   (4,847)          (39.4%)     $     (856)          (10.2%)
                                         ==========      ==========       ==========      ==========

NET LOSS PER COMMON SHARE:

       BASIC                             $    (0.64)                      $    (0.20)
                                         ==========                       ==========

       DILUTED                           $    (0.64)                      $    (0.20)
                                         ==========                       ==========

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:

       BASIC                                  7,569                            4,261

       DILUTED                                7,569                            4,261

OTHER DATA:
Subscribers at end of period                147,000                           67,500
</TABLE>

     Total revenue. Total revenue increased by $3.9 million, or 46.8%, to $12.3
million for the six months ended December 31, 1999, from $8.4 million for the
six months ended December 31, 1998. The majority of the increase in total
revenue is attributable to the increase in access revenue of $2.7 million, or
37.2%, to $9.9 million for the six months ended December 31, 1999, from $7.2
million for the same period in 1998. Approximately $1.4 million of the increase
in access revenue is attributable to the acquisitions of PDQ.Net and NeoSoft,
while the remainder is attributable to other growth of our customer base.
Business services revenue increased by $1.0 million, or 88.0%, to $2.1 million
for the six months ended December 31, 1999, from $1.1 million for the same
period in 1998, primarily as a result of the NeoSoft and PDQ.Net acquisitions.




                                       11
<PAGE>   12



     Connectivity and operations. Connectivity and operations expense increased
by $2.8 million, or 66.8%, to $7.1 million for the six months ended December 31,
1999 from $4.2 million for the six months ended December 31, 1998. As a
percentage of revenue, connectivity and operations expense increased to 57.6%
for the six months ended December 31, 1999, from 50.7% for the same period in
1998. The increase as a percentage of revenue is due primarily to additional
connectivity purchases related to our entry into new markets and the development
of our DSL products.

     Sales and marketing. Sales and marketing expense increased by $1.0 million,
or 47.6%, to $3.0 million for the six months ended December 31, 1999, compared
to $2.1 million for the same period in 1998, and increased as a percentage of
revenue to 24.7% for the six months ended December 31, 1999 from 24.6% for the
same period in 1998. The dollar increase is due primarily to the expansion of
our marketing program which, until December 1998, was limited to North Texas. We
currently advertise in nine markets throughout Texas.

     General and administrative. General and administrative expense increased by
$1.4 million, or 80.2%, to $3.2 million for the six months ended December 31,
1999, from $1.8 million for the six months ended December 31, 1998. General and
administrative expense as a percentage of total revenue increased to 25.9% for
the six months ended December 31, 1999, from 21.1% for the same period in 1998,
primarily due to administrative support related to our growth strategy.

     Depreciation and amortization. Depreciation and amortization increased by
$2.9 million to $3.9 million for the six months ended December 31, 1999, from
$1.0 million for the same period in 1998. Approximately $2.6 million of the
increase relates to amortization of goodwill arising from the acquisitions of
PDQ.Net and NeoSoft.

     Interest income and expense. We realized $50,000 of interest income during
the six months ended December 31, 1999, compared to interest expense of $171,000
for the same period in 1998. This change resulted primarily from the repayment
of several interest bearing notes payable to shareholders with part of the
proceeds of our initial public offering in December 1998 and the subsequent
reinvestment of those proceeds, which generated interest income for the six
months ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

     We have financed our operations to date primarily through (i) public and
private sales of equity securities, (ii) loans from shareholders and third
parties and (iii) revenue collections. We completed an initial public offering
of our common stock in December 1998 and received net proceeds of approximately
$19.8 million. After the offering, we repaid approximately $2.1 million in
shareholder notes and certain other indebtedness. As of December 31, 1999, cash
and cash equivalents on hand totaled $1.7 million.

     Cash used in operating activities totaled $2.3 million for the six months
ended December 31, 1999, compared to cash provided by operating activities of
$426,000 for the same period in 1998. Increases in sales and marketing expenses
of $1 million and increases in general and administrative expenses of $1.4
million related to our growth strategy contributed to additional cash used in
operations for the six months ended December 31, 1999, as compared to the same
period a year ago.

     Cash used in investing activities totaled $2.0 million for the six months
ended December 31, 1999, and consisted of $1.6 million in business and
subscriber acquisitions and $425,000 of routine purchases of property and
equipment to expand and upgrade our network.

     Cash provided by financing activities totaled $191,000 for the six months
ended December 31, 1999 and consisted of proceeds of $500,000 from the exercise
of stock options by option holders less payments of $309,000 to service
long-term obligations.

     We estimate that cash on hand of $1.7 million at December 31, 1999 along
with anticipated revenue collections will be sufficient for meeting our working
capital needs for fiscal 2000 with regard to continuing operations in existing
markets. Additional financing will be required to fund acquisitions or expansion
into new markets.

     We are currently in discussions with various lenders concerning a possible
credit facility, but there can be no assurance that we will enter into any
facility, and if so, on what terms. In addition, we have arranged capital
financing to fund a portion of equipment purchases during this fiscal year which
are estimated to total approximately $1.4 million.



                                       12
<PAGE>   13



     If additional capital financing arrangements, including public or private
sales of debt or equity securities, or additional borrowings from commercial
banks, are insufficient or unavailable, or if we experience shortfalls in
anticipated revenues or increases in anticipated expenses, we will have to
modify our operations and growth strategies to match available funding. In such
case, it is likely that our advertising expenditures would be downscaled to a
level where positive cash flows are generated from operations. We have no long
term advertising commitments, and our scheduled television commercials may be
cancelled with less than two weeks notice.

YEAR 2000

     The Year 2000 issue relates to computer programs that use two digits rather
than four digits to define an applicable year. Software may recognize a date as
the year 1900 rather than the year 2000, which could result in system failures
or miscalculations, causing disruptions of operations. This could cause a
temporary inability to process transactions, send invoices, route our
subscribers' Internet traffic or engage in similar normal business activities.

     We have developed a Year 2000 Plan (the "Plan") which is designed to
address Year 2000 issues so that we will be prepared for any problems arising
from the arrival of the Year 2000. The Plan covers: (i) internally developed and
vendor supplied software products which are provided to our subscribers; (ii)
network software and hardware, including routing and server components and
telephony systems; (iii) network operations and network support systems; (iv)
software and hardware components used by our customer care and sales
departments; and (v) other office infrastructure components. Additionally, the
Plan is designed to identify and assess our third party network service
providers and major vendors ("Third Party Systems") in order to develop and
implement action and contingency plans where appropriate in connection with
these Third Party Systems.

     For the internal systems described above, the Plan requires that we

     1)   investigate our internal software and hardware components in order to
          assess the current state of Year 2000 readiness,

     2)   prepare an evaluation of the resources necessary to upgrade our
          components to become Year 2000 ready,

     3)   develop and execute action plans to procure the necessary resources
          and implement fixes to the problems that exist,

     4)   re-evaluate the upgraded components, and

     5)   repeat steps 2 through 4, if necessary.

     For our Third Party Systems, the plan requires that we

     1)   investigate the products and services provided by Third Party systems
          in order to assess the current state of Year 2000 readiness with
          respect to these external suppliers, including a survey of the
          publicly available statements issued by vendors of those systems,

     2)   inquire of our Third Party Systems as to their plans to remedy any
          issues outstanding relating to Year 2000 issues,

     3)   evaluate alternatives to existing Third Party Systems relationships in
          cases where Year 2000 readiness is questionable, and

     4)   take the appropriate steps to become Year 2000 ready.

     In addition to the preparation work on both internal and external systems,
the Plan also details contingency plans which are designed to deal with
unanticipated Year 2000 issues, should they arise.

STATE OF READINESS

     To date, we have experienced no material Year 2000 problems that could harm
or threaten to harm our business. Our software products, network applications
and system hardware components were tested and continue to be monitored. The few
problems relating to Year 2000 testing that we experienced were addressed
through upgrades or replacements. Additionally, we investigated our Third Party
Systems to assess their Year 2000 readiness and upgraded or replaced
noncompliant Third Party Systems.



                                       13
<PAGE>   14



     We supply our subscribers with a software package that, among other things,
allows subscribers to access our services. The software package consists of
internally developed software which is bundled with third party software. We
believe that the current version of our software package is Year 2000 ready. In
addition, we believe that substantially all of our customer base is presently
using a version of the software package that is Year 2000 ready.

     Our network components consist primarily of routers and servers. Routers
function as network traffic coordinators and determine the paths that individual
packets of data will take to get from point A to point B. The primary component
of router functionality is the software which manages the data traffic. We
believe that the current version of the software within the routers is Year 2000
ready. Servers act as the processing centers for the management of information.
Our servers generally utilize the UNIX operating system or internally developed
systems, all of which we believe are currently Year 2000 ready. The software
component of our telephone system, which manages all inbound and outbound phone
and fax capabilities, was upgraded, and we believe it is currently Year 2000
ready.

     Our NOCC monitors the internal and external network operations using
specialized software provided by Third Party Systems. Our network operations
software has been upgraded, and we believe it is currently Year 2000 compliant.

     Our customer care and sales departments utilize standardized desktop
computers to interact with our internal data systems. We do not believe that
significant issues exist relating to our customer care and sales departments'
systems. Other office infrastructure includes, among others, our administrative
computer systems, fax machines and copiers. We do not expect significant Year
2000 issues to exist with these devices.

COSTS

     We have incurred expenses of approximately $85,000 in connection with the
implementation of the Plan. We do not expect to incur significant additional
expenses related to the execution of the Plan.

RISKS

     Although we have experienced no significant Year 2000 problems to date,
they could still occur. Our failure to correct a material Year 2000 problem
could result in a complete failure or degradation of the performance of our
network or other systems, including the disruption of operations, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. Presently, however, we believe that our most reasonably
likely worst case scenario related to the Year 2000 is associated with potential
concerns with third party services. Specifically, we are heavily dependent on a
significant number of third party vendors to provide network services. A
significant Year 2000-related disruption of the network services provided by
Third Party Systems could cause subscribers to seek alternative providers or
cause an unmanageable burden on operations, liquidity and financial condition.
We are not presently aware of any Third Party Systems issue that is likely to
result in such a disruption.

CONTINGENCY PLANS

     We believe we have assessed the risks involved with the Year 2000 issue and
have established procedures to minimize any effect of an unidentified or Third
Party Systems created Year 2000 problem. These procedures include identifying
recovery strategies and providing personnel on duty or on call during the
transition period specifically trained to deal with software failures and Third
Party Systems failures, should they occur.

     The estimates and conclusions herein contain forward-looking statements and
are based on our best estimates of future events. Our expectations about risks,
future costs and the timely completion of our Year 2000 efforts are subject to
uncertainties that could cause actual results to differ materially from what has
been discussed above. Factors that could influence risks, amount of future costs
and the effective timing of remediation efforts include our success in
identifying and correcting potential Year 2000 issues and the ability of Third
Party Systems to appropriately address their Year 2000 issues.



                                       14
<PAGE>   15



"SAFE HARBOR" STATEMENT

     The following "Safe Harbor" Statement is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the Statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. With respect to such forward-looking statements, we seek the
protections afforded by the Private Securities Litigation Reform Act of 1995.
These risks include, without limitation, (1) that we will not retain or grow our
subscriber base, (2) that we will fail to be competitive with existing and new
competitors, (3) that we will not be able to sustain our current growth, (4)
that we will not adequately respond to technological developments impacting the
Internet, and (5) that needed financing will not be available to us if and as
needed. This list is intended to identify certain of the principal factors that
could cause actual results to differ materially from those described in the
forward-looking statements included elsewhere herein. These factors are not
intended to represent a complete list of all risks and uncertainties inherent in
our business, and should be read in conjunction with the more detailed
cautionary statements included in our other publicly filed reports and
documents.




                                       15
<PAGE>   16



PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On November 22, 1999, we issued 2,425,000 shares of common stock in
exchange for all of the issued and outstanding securities of PDQ.Net. We
subsequently filed a Form SB-2 to register the resale of 350,000 of these
shares. We also issued options to purchase 352,917 shares of common stock with a
weighted average exercise price of $1.62 per share in replacement of all of the
outstanding stock options of PDQ.Net. All of these options were subsequently
registered on Form S-8.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

     On November 4, 1999, the Company held its 1999 annual meeting of
shareholders, at which the shareholders voted as follows:

<TABLE>
<CAPTION>
                                                                           AUTHORITY
           MATTER VOTED ON                            SHARES VOTED FOR     WITHHELD
           ---------------                            ----------------     --------
<S>                                                       <C>                <C>
The election of Michael T. Maples to the
board of directors                                        6,326,846          89,610

The election of William O. Hunt to the
board of directors                                        6,327,665          88,791

The election of Jack T. Smith to the
board of directors                                        6,320,673          95,783

The election of Gary L. Corona to the
board of directors                                        6,321,970          94,486
</TABLE>


<TABLE>
<CAPTION>
                                                             NUMBER OF SHARES
                                                             ----------------
           MATTER VOTED ON                           FOR          AGAINST        ABSTAIN
           ---------------                           ---          -------        -------
<S>                                                <C>             <C>            <C>
Approval of Internet America, Inc. Employee
Stock Purchase Plan                                3,207,812       107,233        11,125

Approval of an amendment to the Internet
America, Inc. 1998 Nonqualified Stock Option
Plan to increase by 400,000 the number of
shares of common stock available for issuance
pursuant to such plan and to revise the
mechanism for granting options to independent
directors under such plan to take into account
the newly-created staggered board of directors     2,878,655       333,951        23,780
</TABLE>


     On November 22, 1999, the Company held a special meeting of shareholders,
at which the shareholders voted as follows:

<TABLE>
<CAPTION>
                                                               NUMBER OF SHARES
                                                               ----------------
           MATTER VOTED ON                            FOR           AGAINST       ABSTAIN
           ---------------                            ---           -------       -------
<S>                                                 <C>              <C>           <C>
Approval of the Agreement and Plan of Merger
between Internet America and PDQ.Net                3,233,896        67,660        19,615

Approval of the Internet America, Inc. Employee
and Consultant Stock Option Plan                    5,928,473       378,489        38,447
</TABLE>



                                       16
<PAGE>   17

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<TABLE>
          <S>  <C>
          2.1  Agreement and Plan of Merger dated as of September 12, 1999 by
               and between Internet America, Inc., GEEK Houston II, Inc.,
               PDQ.Net, Incorporated, William E. Ladin, Jr. and J.N. Palmer
               Family Partnership, incorporated by reference to Exhibit A to the
               preliminary proxy statement and definitive proxy statement filed
               with the Securities and Exchange Commission on October 7, 1999
               and October 19, 1999, respectively (File No. 000-25147).

          3.1  Articles of Incorporation, as amended, incorporated by reference
               to Exhibit Nos. 3.1 and 3.2 on Form SB-2, as amended, initially
               filed with the Securities and Exchange Commission on July 21,
               1998 (File No. 333-59527).

          3.2  By-Laws, as amended, incorporated by reference to Exhibit Nos.
               3.3 and 3.4 of the Company's Registration Statement on Form SB-2,
               as amended, initially filed with the Securities and Exchange
               Commission on July 21, 1998 (File No. 333-59527), and Exhibit No.
               3.3 to the Company's Form 10-QSB filed on November 15, 1999 (File
               No. 000-25147).

          4.1  Specimen Common Stock Certificate, incorporated by reference to
               Exhibit No. 4.1 of the Company's Registration Statement on Form
               SB-2, as amended, initially filed with the Securities and
               Exchange Commission on July 21, 1998 (File No. 333-59527).

          4.2  Pages from the Articles and By-Laws that define the rights of
               holders of Common Stock, incorporated by reference to Exhibit 4.2
               of the Company's Registration Statement on Form SB-2, initially
               filed with the Securities and Exchange Commission on January 21,
               2000 (File No. 333-95179).

          11   Computation of earnings per share (1)

          27   Financial Data Schedule*
</TABLE>

          ----------
          *    Filed herewith

          (1)  See note 2 to the financial statements.


     (b) Reports on Form 8-K

               On December 7, 1999, the Company filed a Current Report on Form
          8-K to report the closing of the Agreement and Plan of Merger between
          the Company and PDQ.Net, pursuant to which PDQ.Net became a wholly
          owned subsidiary of the Company. The Form 8-K was subsequently amended
          on January 19, 2000 and January 21, 2000 to include the financial
          statements required by Item 7 of Form 8-K.


                                       17
<PAGE>   18

                                   SIGNATURES

     Pursuant to the requirements 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.



                                     INTERNET AMERICA, INC.
                                     (Registrant)

Date: 5/15/00                         By: /s/ Michael T. Maples
                                         --------------------------------------
                                         Michael T. Maples
                                         President and Chief Executive Officer

Date: 5/15/00                         By: /s/ James T. Chaney
                                         --------------------------------------
                                         James T. Chaney
                                         Vice President and Chief Financial
                                         Officer







                                       18
<PAGE>   19

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------
     <S>       <C>
     2.1       Agreement and Plan of Merger dated as of September 12, 1999 by and
               between Internet America, Inc., GEEK Houston II, Inc., PDQ.Net,
               Incorporated, William E. Ladin, Jr. and J.N. Palmer Family
               Partnership, incorporated by reference to Exhibit A to the preliminary
               proxy statement and definitive proxy statement filed with the
               Securities and Exchange Commission on October 7, 1999 and October 19,
               1999, respectively (File No. 000-25147).

     3.1       Articles of Incorporation, as amended, incorporated by reference to
               Exhibit Nos. 3.1 and 3.2 on Form SB-2, as amended, initially filed
               with the Securities and Exchange Commission on July 21, 1998 (File No.
               333-59527).

     3.2       By-Laws, as amended, incorporated by reference to Exhibit Nos. 3.3 and
               3.4 of the Company's Registration Statement on Form SB-2, as amended,
               initially filed with the Securities and Exchange Commission on July
               21, 1998 (File No. 333-59527), and Exhibit No. 3.3 to the Company's
               Form 10-QSB filed on November 15, 1999 (File No. 000-25147).

     4.1       Specimen Common Stock Certificate, incorporated by reference to
               Exhibit No. 4.1 of the Company's Registration Statement on Form SB-2,
               as amended, initially filed with the Securities and Exchange
               Commission on July 21, 1998 (File No. 333-59527).

     4.2       Pages from the Articles and By-Laws that define the rights of holders
               of Common Stock, incorporated by reference to Exhibit 4.2 of the
               Company's Registration Statement on Form SB-2, initially filed with
               the Securities and Exchange Commission on January 21, 2000 (File No.
               333-95179).

     11        Computation of earnings per share (1)

     27        Financial Data Schedule*
</TABLE>

----------
*    Filed herewith

(1)  See note 2 to the financial statements.