U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 ------------------------------------- SEC FILE NUMBER 033-19139 ------------------------------------- NOTIFICATION OF LATE FILING (Check One:) ------------------------------------- CUSIP NUMBER 754091106 ------------------------------------- [X] Form 10-K and 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and 10-QSB [ ] Form N-SAR For Period Ended: 12-31-2000 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: -------------------------------------------------------------------------------- Read the attached instruction sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. -------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I -- REGISTRANT INFORMATION Full Name of Registrant RateXchange Corporation Former Name if Applicable NetAmerica.com Corporation Address of Principal Executive Office (Street and Number) 185 Berry Street, Suite 3515 City, State and Zip Code San Francisco, CA, 94107 PART II -- RULES 12b - 25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form10-K, Form20-K, Form11-K, FormN-SAR or a portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule12b-25(c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail the reasons why Form10-K and 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. This filing required the completion of documents and the compilation of financial information related to our current subsidiaries, all of which could not be gathered, examined, approved and assembled for filing within the available time. (Attached Extra Sheets if Needed). PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. D. Michael I. Cairns 415 371-9800 -------------------- ----- -------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes [X] No [ ] (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [ ] No [X] RateXchange Corporation ------------------------- (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: 3/29/2001 By: /s/ D. Michael I. Cairns --------------------------------- Senior Vice President, Finance Chief Accounting Officer