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

--------------------------------------------------------------------------------
                                   FORM 10-QSB/A
--------------------------------------------------------------------------------

(Mark One)
[X]  Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

                  For the quarterly period ended July 31, 1999

                                       OR

[ ]  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:    333-75119

                           onlinetradinginc.com corp.
        (Exact name of small business issuer as specified in its charter)

               Florida                                  65-0607814
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                      2700 North Military Trail, Suite 200
                            Boca Raton, Florida 33431
                    (Address of principal executive offices)

                                 (561) 995-1010
              (Registrant's telephone number, including area code)

     Indicate by check mark  whether the  registrant:  (1) 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 ____

     On August 23, 1999, the registrant had 11,476,388 outstanding shares of
common stock, $0.01 par value.

         Transitional Small Business Disclosure Format (check one):
Yes ____ No __X__
<PAGE>
                           onlinetradinginc.com corp.


                                      INDEX


PART I - FINANCIAL INFORMATION                                             Page

     Item 1.  Financial Statements

          Statements of Operations (unaudited) for the Three and Six
          Months Ended July 31, 1999 and 1998                                 1

          Statements of Financial Condition as of July 31, 1999 (unaudited)
          and January 31, 1999                                                2

          Statement of Stockholders' Equity (unaudited) for the Six
          Months Ended July 31, 1999                                          3

          Statements of Cash Flows (unaudited) for the Six Months Ended
          July 31, 1999 and 1998                                              4

          Notes to the Financial Statements                                 5-8

     Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                    9-12


PART II - OTHER INFORMATION

     Item 2.           Changes in Securities and Use of Proceeds             13

     Item 4.           Submission of Matters to a Vote of Security Holders   13

     Item 5.           Other Information                                     13

     Item 6.           Exhibits and Reports on Form 8-K                      14


Signatures                                                                   14
<PAGE>
                           onlinetradinginc.com corp.
                            Statements of Operations
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     Three Months Ended                      Six Months Ended
                                                                           July 31,                               July 31,
                                                              --------------------------------       -------------------------------
                                                                  1999                1998               1999               1998
                                                              ------------        ------------       ------------       ------------
<S>                                                          <C>                 <C>                <C>                <C>
Revenues:
  Commissions .........................................       $  1,897,738         $ 1,114,247       $ 3,957,494        $ 2,456,957
  Investment gains (losses) ...........................            218,734           (305,957)           533,644            (89,773)
  Other revenues ......................................            175,000                 --            175,000                 --
  Interest - revenue sharing ..........................             78,612                 --            137,210                 --
  Interest and dividends ..............................             94,836             28,705            106,680             67,070
                                                              ------------        -----------        -----------        -----------

          Total Revenues ..............................          2,464,920            836,995          4,910,028          2,434,254
                                                              ------------        -----------        -----------        -----------

Expenses:
  Employee compensation and benefits ..................          1,213,270            443,302          2,406,730          1,416,305
  Clearing and other transaction costs ................            635,077            459,381          1,310,330            917,341
  Occupancy and administrative ........................            162,278            100,470            333,003            189,004
  Interest expense ....................................              7,504              9,013             14,249             17,998
  Depreciation ........................................             12,611              7,315             21,355             14,744
                                                              ------------        -----------        -----------        -----------

          Total Expenses ..............................          2,031,040          1,019,481          4,085,667          2,555,392
                                                              ------------        -----------        -----------        -----------

          Income (loss) before income taxes ...........            433,880           (182,486)           824,361           (121,138)

Income tax (provision) benefit ........................           (165,929)            71,170           (316,267)            47,230
                                                              ------------        -----------        -----------        -----------

          Net income (loss) ...........................       $    267,951        $  (111,316)       $   508,094        $   (73,908)
                                                              ============        ===========        ===========        ===========

Earnings Per Share:
  Basic ...............................................       $      0.026        $    (0.013)       $     0.055        $    (0.009)
                                                              ============        ===========        ===========        ===========
  Diluted .............................................       $      0.026        $    (0.013)       $     0.055        $    (0.009)
                                                              ============        ===========        ===========        ===========
  Weighted average common shares
    outstanding - basic ...............................         10,221,768          8,633,180          9,224,847          8,633,180
                                                              ============        ===========        ===========        ===========
  Weighted average common shares
   outstanding - diluted ..............................         10,233,397          8,633,180          9,227,778          8,633,180
                                                              ============        ===========        ===========        ===========
</TABLE>














                             See accompanying notes.
                                        1
<PAGE>
                           onlinetradinginc.com corp.
                        Statements of Financial Condition



<TABLE>
<CAPTION>
                                                                                                      As of              As of
                                                                                                  -------------     ----------------
                                                                                                  July 31, 1999     January 31, 1999
                                                                                                  -------------     ----------------
                                                                                                   (UNAUDITED)
<S>                                                                                               <C>               <C>

            ASSETS
Current Assets:
  Cash and cash equivalents ..................................................................... $  16,411,443     $      1,005,944
  Receivable from clearing organization .........................................................       320,018              572,433
  Other receivables .............................................................................        25,917                6,163
  Securities owned, at market value .............................................................     1,504,684              381,084
  Other current assets ..........................................................................         1,196                9,420
                                                                                                    -----------     ----------------

          Total Current Assets ..................................................................    18,263,558            1,975,044

Property and Equipment, net .....................................................................       200,966              136,146

Other Assets ....................................................................................       117,189               43,398
                                                                                                    -----------     ----------------

          TOTAL ASSETS .......................................................................... $  18,581,413     $      2,154,588
                                                                                                  =============     ================

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable .............................................................................. $     220,799     $        163,074
  Accrued payroll ...............................................................................       462,050              644,148
  Income taxes payable ..........................................................................       297,094               38,230
  Securities sold but not yet purchased, at market value ........................................       295,500                   --
  Other current liabilities .....................................................................       195,868              141,200
                                                                                                  -------------     ----------------

          Total Current Liabilities .............................................................     1,471,311              986,652
                                                                                                  -------------     ----------------

Deferred Income Taxes ...........................................................................        13,481               15,400
                                                                                                  -------------     ----------------

Subordinated Loans ..............................................................................       425,000              525,000
                                                                                                  -------------     ----------------

Stockholders' Equity:
  Preferred  stock, $0.01 par value; 1,000,000 shares authorized; none outstanding
    at July 31, 1999; 300 shares of Series A issued and outstanding January 31, 1999,
    stated value $1,000, voting, redeemable at 110% of stated value .............................            --              300,000
  Common  stock, $0.01 par value; 100,000,000 shares authorized; issued and
    outstanding, 11,476,388 shares at July 31, 1999 and 8,888,888 shares at
    January 31, 1999 ............................................................................       114,763               88,888
  Additional-Paid-In-Capital ....................................................................    15,943,179              103,063
  Retained earnings .............................................................................       613,679              135,585
                                                                                                  -------------     ----------------

Total Stockholders' Equity ......................................................................    16,671,621              627,536
                                                                                                  -------------     ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................................... $  18,581,413     $      2,154,588
                                                                                                  =============     ================
</TABLE>


                             See accompanying notes.
                                        2
<PAGE>
                           onlinetradinginc.com corp.
                  Statement of Changes in Stockholders' Equity
                     For the Six Months Ended July 31, 1999
                                   (UNAUDITED)










<TABLE>
<CAPTION>
                                                   Series A
                                                Preferred Stock             Common Stock
                                            ----------------------   --------------------------
                                                         Amount at                                Additional
                                              Shares      Stated        Shares      Amount at       Paid-In    Retained
                                              Issued       Value        Issued      Par Value       Capital    Earnings    Totals
                                            ----------   ---------   -----------   ------------   -----------  --------  -----------

<S>                                         <C>          <C>         <C>           <C>            <C>          <C>       <C>

BALANCES, January 31, 1999 ...............         300   $ 300,000     8,888,888   $     88,888   $   103,063  $135,585  $   627,536

Issuance of common stock for cash ........           --          --    2,587,500         25,875    15,785,016        --   15,810,891

Redemption of preferred stock ............        (300)   (300,000)           --             --            --   (30,000)   (330,000)

Other ....................................          --          --            --             --        55,100       --        55,100

Net income for the six months
  ended July 31, 1999 ....................          --          --            --             --            --   508,094      508,094
                                            ----------   ---------   -----------   ------------   -----------  --------  -----------

BALANCES, July 31, 1999 ..................          --   $      --    11,476,388   $    114,763   $15,943,179  $613,679  $16,671,621
                                            ==========   =========   ===========   ============   ===========  ========  ===========
</TABLE>

























                             See accompanying notes
                                        3
<PAGE>
                           onlinetradinginc.com corp.
                            Statements of Cash Flows
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                                           Six Months Ended
                                                                                                               July 31,
                                                                                                  ----------------------------------
                                                                                                      1999                   1998
                                                                                                  -------------           ----------
<S>                                                                                               <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) .....................................................................           $    508,094            $ (73,908)
Adjustments to reconcile net income (loss) to net cash provided by
  (used in) operating activities:
    Depreciation ......................................................................                 21,355               14,744
    Common stock issued for services ..................................................                     --               26,000
    Deferred income taxes .............................................................                 (1,919)                  --
    Changes in certain assets and liabilities:
      Receivable from clearing organization ...........................................                252,415               38,787
      Other receivables ...............................................................                (19,754)              (1,750)
      Securities owned at market value ................................................             (1,123,600)            (700,865)
      Other current assets ............................................................                  8,224               (4,667)
      Other assets ....................................................................                (18,792)              (1,295)
      Accounts payable ................................................................                 57,726              (11,570)
      Accrued payroll .................................................................               (182,098)             118,683
      Income taxes payable ............................................................                258,865              (48,000)
      Other current liabilities .......................................................                 54,668              279,101
      Securities sold, but not yet purchased, at market value .........................                295,500              168,425
                                                                                                  ------------            ---------

      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES .............................                110,683             (196,315)
                                                                                                  ------------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment ..................................................                (86,175)              (4,726)
                                                                                                  ------------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock ..............................................             15,810,891                   --
  Proceeds from issuance of common stock warrants .....................................                    100                   --
  Repayment of subordinated loan ......................................................               (100,000)                  --
  Redemption of preferred stock .......................................................               (330,000)                  --
                                                                                                  ------------            ---------

      NET CASH PROVIDED BY FINANCING ACTIVITIES .......................................             15,380,991                   --
                                                                                                  ------------            ---------

Net Increase (decrease) in Cash and Cash Equivalents ..................................             15,405,499             (201,041)

Cash Beginning of Period ..............................................................              1,005,944              218,335
                                                                                                  ------------            ---------

Cash End of Period ....................................................................           $ 16,411,443            $  17,294
                                                                                                  ============            =========
</TABLE>

Supplemental  Disclosure Of Non-Cash  Investing and  Financing  Activities:
     The Company acquired the domain name "onlinetrading.com" for cash and stock
options.  Accordingly,  other  assets and  additional  paid in capital  were
increased by $55,000, the value of the stock options.




                             See accompanying notes.
                                        4
<PAGE>
                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 1999 and 1998
                                   (UNAUDITED)


NOTE 1 - BASIS OF FINANCIAL STATEMENTS

         This document is an amendment of the Company's Form 10-QSB as orginally
filed with the Securities and Exchange Commission (SEC) on September 10, 1999.
As described in Note 5, the Company received certain cash proceeds from its
participation in the underwriting of its IPO.  These proceeds were originally
recorded as revenue, as this is the customary treatment of such proceeds for a
broker/dealer in the normal course of business.  In January 2000, while
preparing its records for the regular year end financial statement audit, the
Company determined that the receipt of this cash, net of related expenses,
should have been recorded as a direct increase in additional paid in capital
pursuant to applicable generally accepted accounting principles.  This amended
Form 10-QSB reflects this change.
         The accompanying  unaudited financial  statements have been prepared in
accordance with Item 310(b) of Regulation S-B, "Interim  Financial  Statements",
and  accordingly  do not include all  information  and footnotes  required under
generally  accepted  accounting  principles for complete  financial  statements.
Financial  information  as of  January  31 has been  derived  from  the  audited
financial  statements of the Company for the year ended January 31, 1999. In the
opinion of  management,  these  financial  statements  contain all  adjustments,
(consisting  only  of  normal  recurring  adjustments),  necessary  for  a  fair
presentation  of the results for the interim periods  presented.  The results of
operations for interim period ended July 31, 1999, is not necessarily indicative
of the results  that may be expected for the year ending  January 31, 2000.  For
additional information,  refer to the financial statements and footnotes for the
year ended  January 31, 1999 included in the  Company's  Form SB-2  Registration
Statement.


NOTE 2 - NET CAPITAL REQUIREMENTS

         The  Company is  subject  to the  Securities  and  Exchange  Commission
uniform net capital rule,  which requires the maintenance of minimal net capital
as defined.  As of July 31,  1999,  the Company had net capital of  $16,547,087,
which was $16,447,087 in excess of the minimum required.


NOTE 3 - INCOME TAXES

         Income taxes for the interim  periods were computed using the effective
tax rate estimated to be applicable  for the full fiscal year,  which is subject
to an ongoing quarterly review by management.


NOTE 4 - CAPITAL TRANSACTIONS

         A stock  split of  11.1111  shares  for each 10 shares of common  stock
outstanding  was effected on April 3, 1999.  The number of shares issued and all
per share amounts have been adjusted to retroactively  reflect the effect of the
stock split.
         On May 8, 1999 the Company's  articles of  incorporation  were amended
to increase its authorized $0.01 par value common stock to 100,000,000 shares.
         In July 1999,  the Company  redeemed all of the  currently  outstanding
Preferred Stock Series A shares.



                                        5
<PAGE>
                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 1999 and 1998
                                   (UNAUDITED)


NOTE 5 - PUBLIC OFFERING

         The  Company  completed  its  initial  public  offering  (the "IPO") by
issuing  2,587,500  shares of common stock  (including  337,500  shares to cover
over-allotments),  $0.01 par value (the "IPO Shares") on June 11, 1999.  The IPO
shares were issued in a registered offering pursuant to a Registration Statement
on Form SB-2  (Commission  File No.  333-75119;  effective  date June 11,  1999)
through a syndicate of underwriters, the principal representatives of which were
Werbel-Roth Securities,  Inc.,  onlinetradinginc.com corp., Seaboard Securities,
Inc.,  and The Agean  Group,  Inc.  The IPO shares were  offered and sold by the
underwriters at an initial public  offering price of $7.00 per share,  resulting
in aggregate  gross  offering  proceeds of  $18,112,500, net concession and
management fee proceeds for participation in the underwriting of the IPO of
$189,867, with final net proceeds to the Company of $15,810,891.

         The Company incurred offering expenses in connection with this offering
as follows:

     Underwriting discounts and commissions                $1,539,563
     Expenses paid to/for underwriters                        486,461
     Other offering expenses                                  465,452
                                                           ----------

                                                           $2,491,476
                                                           ==========

         Except for the concessions and management fee earned by the Company as
a result of participating in the underwriters syndicate, none of the above
expenses were paid either directly or indirectly to directors, officers,
general partners of the Company or its  associates,  or to persons owning more
than 10% of any class of equity security of the Company or to affiliates of the
Company.  In accordance with accounting standards (APB 9), the Company has
recorded the net concession and management fee proceeds as additional paid in
capital.
         In conjunction with the IPO, the Company issued 225,000 warrants to the
underwriters.  The warrants have an exercise  price of $11.55 (165% of the $7.00
IPO price).


NOTE 6 - EARNINGS PER SHARE

         The Company  follows the  provisions  of SFAS No.  128,  "Earnings  Per
Share," which requires companies with complex capital structures or common stock
equivalents to present both basic and diluted  earnings per share ("EPS") on the
face of the income  statement.  Basic EPS is calculated  as income  available to
common  stockholders  divided by the weighted  average  number of common  shares
outstanding  during  the  period.  Diluted  EPS  is  calculated  using  the  "if
converted"  method for convertible  securities and the treasury stock method for
options and warrants as previously  prescribed by  Accounting  Principles  Board
Opinion No. 15, "Earnings Per Share."



                                        6
<PAGE>
                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 1999 and 1998
                                   (UNAUDITED)


NOTE 6 - EARNINGS PER SHARE (continued)

         The  following  table sets forth the  computation  of basic and diluted
earnings per share:
<TABLE>
<CAPTION>

                                                      Three months ended          Six months ended
                                                           July 31,                   July 31,
                                                    ----------------------    -------------------------
                                                      1999          1998         1999          1998
                                                   -----------   ---------    -----------   -----------
<S>                                                 <C>          <C>          <C>          <C>

Numerator:
Net earnings (loss) available to common
  Shareholders .................................   $   267,951   $(111,316)   $   508,094   $   (73,908)
                                                   ===========   =========    ===========   ===========
Denominator:
  Denominator for earnings per share - weighted
     average shares outstanding ................    10,221,768   8,633,180      9,224,847     8,633,180
  Effect of dilutive securities - non-employee
     stock options .............................        11,629        --            2,931          --
                                                   -----------   ---------    -----------   -----------

  Denominator for earnings per share - assuming
     dilution - adjusted weighted average shares
     outstanding ...............................    10,233,397   8,633,180      9,227,778     8,633,180
                                                   ===========   =========    ===========   ===========
Basic earnings per share .......................   $     0.026   $  (0.013)   $     0.055   $    (0.009)
                                                   ===========   =========    ===========   ===========
Dilutive earnings per share ....................   $     0.026   $  (0.013)   $     0.055   $    (0.009)
                                                   ===========   =========    ===========   ===========
</TABLE>


NOTE 7 - STOCK OPTIONS

                  On June 11, 1999, the Company granted 282,500 stock options to
its employees.  These options  generally vest over five years beginning June 11,
2000 and have an exercise  price of $7.00.  On June 11, 1999 and July 27,  1999,
the Company granted 20,000 options to each of its non-employee directors with an
exercise price of $7.00 and $16.35, respectively. None of the stock options were
exercised during the three or six months ended July 31, 1999.
         On June 30, 1999 the Company acquired a ".com" domain name for cash and
40,000 stock  options.  This asset was recorded at its  estimated  fair value of
$65,000 and is being amortized over 15 years.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

         Operating Lease
                  On  March 2,  1999,  the  Company  entered  into a three  year
operating  lease  to rent  office  furniture,  office  equipment,  and  computer
hardware.  The  monthly  rental  payment  under the  agreement  is  $6,862  plus
applicable taxes.

                                        7
<PAGE>
                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 1999 and 1998
                                   (UNAUDITED)


NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

         Operating Lease
                  On June 2, 1999, the Company  entered into an amendment to its
current lease agreement for its office space located in Boca Raton, Florida. The
amendment will add 5,009 square feet of office space to its Boca Raton location.
The space is expected to be completed by November 1, 1999.

         Potential Acquisition
                  On July 23,  1999,  the Company  entered  into an agreement to
purchase Newport Discount  Brokerage,  Inc. for a combination of cash and stock.
Closing is  contingent  upon  approval  from the NASD,  satisfaction  of certain
conditions  contained in the  agreement  and the  successful  resolution  of due
diligence issues.





























                                        8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS


GENERAL

The following  discussion  and analysis  provides  information  that  management
believes  is  relevant  to an  assessment  and  understanding  of the  level  of
operation and financial condition of onlinetradinginc.com corp. (the "Company").
This discussion should be read with the financial  statements  appearing in Part
I. Item 1 of this report. The results of operations for the three and six months
ended July 31, 1999 are not necessarily indicative of the results for the entire
year fiscal year ending January 31, 2000.

The Company is a brokerage  firm  registered  with the  Securities  and Exchange
Commission,  the National  Association  of  Securities  Dealers,  the  Municipal
Securities  Rulemaking  Board, and all state securities  divisions except Hawaii
and Puerto Rico. We are a full-service firm targeting experienced high net worth
investors and small to mid-sized financial institutions including:  hedge funds,
money managers,  mutual funds, registered investment advisors and pension funds.
We specialize in offering equity  execution  systems and services to more active
market participants, and we plan to expand our business by using the Internet to
efficiently  market and  distribute  our  products  and  services to  additional
potential clients.

In June 1999, the Company  completed an initial  public  offering (the "IPO") of
2,587,500  common shares at a price of $7.00 per share which,  including the 15%
over-allotment.   The  Company  received  net  proceeds  from  the  offering  of
$15,810,891 including net concession and management fee proceeds for
participation in the underwriting of the IPO of $189,867. All of the net
proceeds have been invested in short-term commercial paper and money market
funds.  We will use the  proceeds of the initial  public offering for sales &
marketing, website enhancement and programming, potential acquisitions,
increasing the Company's net capital, hiring additional management and
personnel, branch office expansion,  expansion of client service department,
network  expansion and upgrades,  and Year 2000 readiness and testing.  Based on
currently  proposed plans and assumptions  relating to the implementation of our
business  plans,  we believe that the proceeds of this  offering,  combined with
cash flow from operations,  will enable us to fund our planned  operations for a
period of at least twelve months  following the closing.  However,  we cannot be
assured that we will realize cash flow from operations or that cash flow will be
sufficient.  If  our  plans  change,  our  assumptions  change  or  prove  to be
inaccurate  or  if  the  proceeds  of  this  offering   otherwise  prove  to  be
insufficient  to  implement  our  business  plans,  we may find it  necessary or
desirable  to  reallocate  a portion of the  proceeds,  use  proceeds  for other
purposes, seek additional financing or curtail operations.


IMPACT OF THE YEAR 2000

With the new  millenium  approaching,  many  institutions  around  the world are
reviewing and modifying their computer systems to ensure that they are Year 2000
complaint.  The issue, in general terms, is that many existing  computer systems
and micro  processors with data functions use only two digits to identify a year
in the date field with the assumption  that the first two digits of the year are
always "19." Consequently,  on January 1, 2000, computers that are not Year 2000
compliant  may read the year as 1900.  Systems that  calculate,  compare or sort
using the incorrect date may malfunction.

                                        9
<PAGE>
We  believe  we  have   materially   modified  and/or  replaced  our  previously
non-compliant  information  technology systems to properly recognize and utilize
dates beyond  December 31, 1999.  We presently  believe that with  modifications
previously  made  to  existing   software,   conversions  to  new  software  and
replacement  of some  hardware,  the  Year  2000  issue  will be  satisfactorily
resolved in our own  systems.  However,  even if these  changes are  successful,
failures of third party systems,  to which we are  financially or  operationally
linked,  to address  their own  system  problems  could have a material  adverse
impact on us. We have contacted  substantially  all of our third party financial
information  vendors,   telecommunications  supplies  and  our  clearing  broker
requesting  assurances of their compliance.  These third parties have advised us
that their review of their  operating  systems  indicate that they are year 2000
compliant  or will be year  2000  compliant  in a  timely  manner.  However,  we
currently have a contingency plan if any third parties with which we do business
have any material year 2000 failures or interruptions in service.

We have budgeted  $100,000 for Year 2000 testing and  monitoring  beyond what we
have  already  spent.  No  assurances  can be given  that  this  budget  will be
sufficient as actual results could differ materially from our plans.


RESULTS OF OPERATIONS

Six Months Ended July 31, 1999 Compared with Six Months Ended July 31, 1998

REVENUES.  Total Company's  revenues for the six months ended July 31, 1999 were
$4,910,028, a 102% increase over the Company's revenues for the six months ended
July 31, 1998.  Revenues  from  commissions  increased  $1,500,537,  or 61% from
$2,456,957  from the six months  ended July 31, 1998 to  $3,957,494  for the six
months  ended July 31,  1999.  The  increase  was the  primary  result of hiring
additional ten registered representatives and the opening of three branch
offices. Our proprietary trading profits increased $623,417 to $533,644 for the
six months  ended July 31, 1999 as compared to a net loss of $89,773 for the six
months  ended  July  31,  1998.  Other  revenues  increased  by  $175,000  which
represents an  arbitration  settlement  received by the Company during the three
months ended July 31, 1999. Interest-revenue sharing increased by $137,210 which
represents a revenue sharing arrangement with our clearing firm.  the interest-
revenue sharing earnings during the quarter ended April 30, 1999 of $58,598 were
previously recorded in interest and dividends and have been reclassed to
interest - revenue sharing.  Interest and dividend income increased $39,610 as a
result of the earnings on the invested net proceeds from the  Company's  initial
public offering.

OPERATING  EXPENSES.  Total operating  expenses increased by 60% from $2,555,392
for the six months  ended July 31, 1998 to  $4,085,667  for the six months ended
July  31,  1999.  Employee   compensation  and  related  benefits  increased  by
$990,425,  or 70%, from  $1,416,305  for the six months ended July 31, 1998 to
$2,406,730 for the six months ended July 31, 1999.  This increase was the result
of the addition of the registered  representatives  as mentioned above, plus the
hiring of twelve additional  employees for management and support positions.  We
anticipate this expense to continue to increase as we hire  additional  brokers,
management,  executives,  and other support  staff.  However,  the percentage of
employee compensation and related benefits to revenue decreased from 58% for the
six months ended July 31, 1998 to 49% for the six months ended July 31, 1999.


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Clearing and other  transaction  costs  represents our cost to execute and clear
trades.  These expenses increased $392,989,  or 43%, from $917,341 to $1,310,330
as a result of the increase in our volume of transactions.  However, these costs
decreased from 37% of commission  revenue for the six months ended July 31, 1998
to 33% of commission revenue for the six months ended July 31, 1999.

Occupancy and administrative  expenses increased $143,699, or 76%, from $189,004
for the six months ended July 31, 1998 to $332,703 for the six months ended July
31, 1999.  This increase is the primary  result of leasing of additional  office
equipment and furniture to facilitate our expansion, increased professional fees
and licenses and registrations.  However, these costs as a percentage of revenue
decreased  from 8% for the six  months  ended  July  31,  1998 to 6% for the six
months ended July 31, 1999.

Interest expense decreased $3,749 from $17,998 for the six months ended July 31,
1998 to  $14,249  for the six  months  ended  July 31,  1999 as a result  of the
decrease in the interest rate being charged on one of our subordinated loans.

Depreciation expense increased $6,611 from $14,744 for the six months ended July
31, 1998 to $21,355 for the six months ended July 31, 1999.  The increase is the
result of $130,470 additional fixed assets being acquired since July 31, 1998.

As a result of the above,  our  operating  results  improved  from a net loss of
$73,908 for the six months  ended July 31, 1998 to net income of $508,094 for
the six months ended July 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

For the six months ended July 31,  1999,  the Company had a increase in cash and
cash  equivalents  of  $15,405,799,  as  compared to a decrease in cash and cash
equivalents  of $201,041  for the six months  ended July 31,  1998.  For the six
months ended July 31, 1999,  cash provided by operating  activities was $110,683
as compared to cash used by operating  activities of $196,315 for the six months
ended July 31, 1998.  Cash flows from financing  activities was  $15,380,991 for
the six months  ended July 31, 1999 and was mainly  from the  issuance of common
stock through the Company's initial public offering.

The Company is subject to the  Securities  and Exchange  Commission  uniform net
capital rule,  which requires the maintenance of minimal net capital as defined.
As of July 31,  1999,  the  Company had net  capital of  $16,547,087,  which was
$16,447,087 in excess of the minimum required.  In addition, the Company's
aggregate indebtedness may not exceed 15 times its net capital (i.e. its net
capital ratio).  As of July 31, 1999, the Company had a net capital ratio of .07
to 1.  The Company remains well within the regulatory required minimums.




                                       11
<PAGE>
The  Company's  primary  source  of  operating  liquidity  continues  to be cash
generated  from  operations and its IPO  proceeds.  The IPO proceeds of
$15,810,891 provide the Company with the capital resources to significantly
expand its network infrastructure, implement its marketing strategies, and
continuously improve its internet products.

In July 1999, the Company  redeemed all of its currently  outstanding  preferred
stock for 110% of the $300,000  stated value or $330,000.  In addition,  in July
1999, the Company paid off $100,000 of its subordinated loans.

The Company  believes  that the net  proceeds  from the IPO,  together  with its
current cash balance and anticipated cash provided by future  operations will be
sufficient  to meet its working  capital  and  anticipated  capital  expenditure
requirements for a period of at least twelve months following the closing of the
Company's registration  statement.  Management expects that, in the future, cash
in excess of  current  requirements  will be  invested  in  short-term  interest
bearing securities.


FORWARD LOOKING INFORMATION

Statements  contained in this report regarding the Company's future  operations,
growth strategy,  future  performance and results and the anticipated  liquidity
are  forward   looking  and   therefore   are  subject  to  certain   risks  and
uncertainties,  including  those  discussed on this report and in the  Company's
other  filings  with the SEC.  In  addition,  any  forward  looking  information
regarding the operations of the Company will be effected by management's ability
to: (1) complete its expansion in a timely  fashion,  (2) manage and operate its
facility as expanded, (3) increase its marketing and sales efforts, (4) maintain
its existing customers, and (5) identify and correct any Y2K problems. There can
be no assurance  that the Company will be successful in completing  its proposed
expansion, or, if completed,  that it will be successful in efficiently managing
its growth in order to maximize potential transaction volume.



















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<PAGE>
PART II: OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On June 11, 1999, the U.S. Securities and Exchange Commission declared effective
the Company's  Registration  Statement on Form SB-2 (SEC File Number 333-75119).
The IPO was completed after the sale of 2,250,000 shares of the Company's common
stock for $7.00 per share.  The managing  underwriter,  Werbel-Roth  Securities,
Inc., also exercised the 15%  over-allotment  option on July 1, 1999 and sold an
additional 337,500 shares.

The Company  incurred  expenses of  $2,491,476  in  connection  with the IPO and
over-allotment.  These expenses  represented  direct  payments to others and not
direct or  indirect  payments  to  directors  or  officers  of the Company or to
persons  owning more than 10% of any class of  securities  of the  Company.  Net
proceeds from the IPO,  including the  over-allotment and the net concession and
management fee were $15,810,891.  These proceeds are being used for: sales &
marketing, website enhancement and programming, potential acquisitions,
increasing the Company's net capital, hiring additional management and
personnel, branch office expansion, expansion of client service department,
network expansion and upgrades, and Year 2000 readiness and testing.
Through July 31, 1999, the Company had not spent any of the net proceeds and has
invested these funds in short-term commercial paper and money market funds.
Accordingly, no payments from the use of proceeds were made to officers,
directors, or persons owning more than 10% of any class of securities of the
Company.



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

On May 8, 1999, pursuant to Section 607.0704 and Section 607.0821 of the Florida
Business Corporation Act, the Shareholders approved an amendment to the articles
of  incorporation  to increase  its  authorized  $0.01 par value common stock to
100,000,000 shares. The vote in this matter was as follows:

          For                                8,888,888
          Against                                    0
          Abstain                                    0
          Broker non-votes                           0


ITEM 5. OTHER INFORMATION

On August 5, 1999,  Benedict S. Gambino submitted his letter of resignation as a
director of the Company.  The letter did not mention any disagreements  with the
Company  on  any  matter  relating  to the  Company's  operations,  policies  or
practices.







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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.
         Exhibit 11 - Computation of Per Share Earnings (see footnote #6)

         Exhibit 27 - Financial Data Schedule

         Exhibit  99.1 -  Addendum  to Andrew A.  Allen's  Employment  Agreement
         (filed with the Securities  and Exchange  Commission as exhibit 99.1 to
         the  Company's  10-QSB  for  the  quarter  ended  April  30,  1999  and
         incorporated herein by reference)

         Exhibit  99.2 - Addendum to Farshid  Tafazzoli's  Employment  Agreement
         (filed with the Securities  and Exchange  Commission as exhibit 99.2 to
         the  Company's  10-QSB  for  the  quarter  ended  April  30,  1999  and
         incorporated herein by reference)


(b) Form 8-K
         The Company  filed a Form 8-K,  dated  August 6, 1999,  concerning  the
potential acquisition of Newport Discount Brokerage, Inc.



SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


onlinetradinginc.com corp.

January 13, 2000                   By: /s/ Andrew A. Allen
------------------                   -------------------------------------------
Date                                 Andrew A. Allen, Chief Executive Officer


January 13, 2000                   By: /s/ E. Steven zum Tobel
------------------                   -------------------------------------------
Date                                 E. Steven zum Tobel, President


January 13, 2000                   By: /s/ Anthony M. Palermo
------------------                   -------------------------------------------
Date                                 Anthony M. Palermo, Chief Financial Officer







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