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

FORM 10-K/A-1

      [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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File No. 0-23928

NetRadio Corporation
______________________________________________
(Name of Small Business Issuer in its Charter)

43 Main Street, South East, Suite 149 Minneapolis, Minnesota 55414
____________________________________________________________________
(Address of Principal Executive Offices)

(612) 378-2211
___________________
(Issuer’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, No Par Value
__________________________
(Title of Class)

      Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past twelve 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____

      Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K and no disclosure will 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

      Issuer’s revenues for its most recent fiscal year were $1,448,856.

      The aggregate market value of voting stock held by non-affiliates of the Issuer as of March 1, 2000, was $16,009,400.

      The number of shares outstanding of the Issuer’s only class of common stock on March 1, 2000, was 10,008,900.

      Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement for its 1999 Annual Meeting of Shareholders (the “Proxy Statement”), are incorporated by reference in Part III.

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Amendment No. 1 to Form 10-K

      NetRadio Corporation hereby amends its form Form 10-K for the year ended December 31, 1999 to (i) restate the par value of the common stock of the Company set forth on the cover page and (ii) to restate Item 14(a)(3) to add exhibits 10.28, 10.29 and 10.30.

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

(a) Exhibits, Financial Statements and Financial Statement Schedules

3. Exhibits

      The following exhibits are included with this Annual Report on Form 10-K (or incorporated by reference) as required by Item 601 of Regulation S-K

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      _______________

      • Previously filed

      (1) Incorporated by reference to the Registrant’s previously filed Form S-1 Registration Statement No. 333-73261

      (2) Incorporated by reference to the Form 10-K of Navarre for the fiscal year ended, March 31, 1997

SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has also been signed below by the following persons on behalf of the Registrant and in the capacities on May 4, 2000.

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Exhibit Index

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