SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NetRadio Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
64114E 10 8
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 64114E 10 8 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON: Navarre Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 41-1704319
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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5 SOLE VOTING POWER
NUMBER OF
5,000,000 Shares
SHARES ----- ---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
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EACH
7 SOLE DISPOSITIVE POWER
REPORTING
5,000,000 Shares
PERSON ----- ---------------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
Not applicable
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.9%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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PAGE 3 OF 5 PAGES
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ITEM 1.
(a) Name of Issuer
The name of the issuer is NetRadio Corporation.
(b) Address of Issuer's Principal Executive Offices
The address of the principal executive offices of the Issuer is 43
Main Street, Southeast, Suite 149, Minneapolis, Minnesota 55414.
ITEM 2.
(a) Name of Person Filing. This statement is being filed by Navarre
Corporation.
(b) Address of Principal Business Office or, if none, Residence. The
principal address of the Reporting Person is 7400 49th Avenue
North, New Hope, Minnesota 55428.
(c) Citizenship. Navarre is a Minnesota corporation.
(d) Title of Class of Securities. Common stock.
(e) CUSIP Number. 64114E 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance
withss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(ii)(H)
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PAGE 4 OF 5 PAGES
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ITEM 4. OWNERSHIP
As of December 31, 1999 the beneficial ownership of shares of the
Reporting Person was as follows:
(a) Amount beneficially owned - 5,000,000 shares.
(b) Percent of Class - 49.9% according to the issuer's Form 10-Q, for
the quarter ended September 30, 1999.
(c) Of the shares beneficially owned by the Reporting Person, it has
the power to vote or dispose of the shares as follows:
(i) Sole power to vote or direct the vote - 5,000,000 shares.
(ii) Shared power to vote or direct the vote - Not applicable.
(iii) Sole power to dispose or direct the disposition of -
5,000,000 shares.
(iv) Shared power to dispose or direct the disposition of - Not
applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following
box. [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that to the best of my knowledge and
belief the securities referred to above were not acquired and are
not held for the purpose of or with the affect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or us a
participant in any transaction having that purpose or effect.
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PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 28, 2000
By: /s/ Eric H. Paulson
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Eric H. Paulson
Chairman, President and
Chief Executive Officer,
Navarre Corporation
