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

--------------------------------------------------------------------------------
                                  FORM 10-QSB
--------------------------------------------------------------------------------

(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, 2000

                                         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 September 12, 2000 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

                                                                            Page
PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

         Statements of Operations (unaudited) for the Three and Six
         Months Ended July 31, 2000 and 1999                                   1

         Statements of Financial Condition as of July 31, 2000 (unaudited)
         and January 31, 2000                                                  2

         Statement of Stockholders' Equity (unaudited) for the Six
         Months Ended July 31, 2000                                            3

         Statements of Cash Flows (unaudited) for the Six Months Ended
         July 31, 2000 and 1999                                                4

         Notes to the Financial Statements                                   5-9

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                     10-15


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings                                                16

    Item 2.  Changes in Securities and Use of Proceeds                        16

    Item 6.  Exhibits and Reports on Form 8-K                                 17

    Signatures                                                                17

<PAGE>
                                              onlinetradinginc.com corp.
                                                Statements of Income
                                                    (UNAUDITED)

<TABLE>
<CAPTION>


                                                           Three Months Ended                      Six Months Ended
                                                                 July 31,                               July 31,
                                                    ---------------------------------      ---------------------------------
                                                        2000               1999                2000               1999
                                                    -------------      --------------      -------------      --------------
     <S>                                            <C>                <C>                 <C>                <C>

     Revenues
          Commissions                                $ 3,696,278         $ 1,897,738        $ 7,702,682         $ 3,957,494
          Investment gains, net                            1,266             218,734            198,941             533,644
          Interest - revenue sharing                     182,061              78,612            311,218             137,210
          Interest and dividends                         223,368              94,836            492,804             106,680
          Other revenues                                  23,599                   -             23,710                   -
                                                    -------------      --------------      -------------      --------------
                                                       4,126,572           2,289,920          8,729,355           4,735,028
                                                    -------------      --------------      -------------      --------------

     Expenses
          Employee compensation and benefits           1,605,840           1,213,270          3,358,594           2,402,478
          Floor brokerage                                  5,719              10,439             11,370              27,051
          Clearing and other transaction costs           872,181             624,638          2,066,834           1,218,466
          Communications                                  82,583              31,481            152,420              64,465
          Occupancy and equipment                        142,262              79,989            249,777             131,127
          Promotional costs                               13,197              11,953             17,116              11,953
          Product development                            141,761                   -            341,966                   -
          Interest expense                                 8,733               7,504             20,249              14,249
          Regulatory fees and expenses                    21,667               5,321             44,773              25,871
          Amortization expense                           135,183               3,313            270,366               3,866
          Other expenses                                 334,821              43,132            672,557             186,141
                                                    -------------      --------------      -------------      --------------
                                                       3,363,947           2,031,040          7,206,022           4,085,667
                                                    -------------      --------------      -------------      --------------

     Income from operations                              762,625             258,880          1,523,333             649,361

     Non-Operating Items:
          Loss on disposal of assets                        (685)                  -               (685)                  -
             Settlement payment received                       -             175,000                  -             175,000
                                                    -------------      --------------      -------------      --------------

     Income before income taxes                          761,940             433,880          1,522,648             824,361

     Income tax provision                                294,261             165,929            587,865             316,267
                                                    -------------      --------------      -------------      --------------

     Net Income                                        $ 467,679           $ 267,951          $ 934,783           $ 508,094
                                                    =============      ==============      =============      ==============

     Earnings Per Share
          Basic                                            $0.04               $0.03              $0.08               $0.06
                                                    =============      ==============      =============      ==============
          Diluted                                          $0.04               $0.03              $0.08               $0.06
                                                    =============      ==============      =============      ==============
     Weighted average common shares outstanding
          Basic                                       11,328,240           9,777,324         11,281,028           8,780,403
                                                    =============      ==============      =============      ==============
          Diluted                                     11,486,722          10,233,397         11,504,085           9,227,778
                                                    =============      ==============      =============      ==============


</TABLE>



                                 See accompanying notes to financial statements.


                                        1

<PAGE>

                                              onlinetradinginc.com corp.
                                          Statements of Financial Condition

<TABLE>
<CAPTION>


                                                                                         July 31, 2000            January 31, 2000
                                                                                       -------------------       -------------------
                                                                                           (unaudited)
<S>                                                                                    <C>                       <C>

ASSETS
      Current Assets
          Cash and cash equivalents                                                          $ 11,701,375              $ 15,127,790
          Receivable from clearing organization                                                   622,172                   759,183
          Securities owned, at market value                                                     4,196,851                   155,012
          Other current assets                                                                    313,115                   103,987
                                                                                       -------------------       -------------------
      Total Current Assets                                                                     16,833,513                16,145,972

      Property and Equipment, net                                                                 552,697                   400,776

      Intangible Assets, net                                                                    2,324,400                 2,592,600

      Other Assets                                                                                284,740                   221,456
                                                                                       -------------------       -------------------

TOTAL ASSETS                                                                                 $ 19,995,350              $ 19,360,804
                                                                                       ===================       ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities
          Current portion of capital lease payable                                              $ 103,748                  $ 39,944
          Accounts payable and accrued liabilities                                              1,271,057                 1,291,317
          Income taxes payable                                                                    262,373                   653,141
          Securities sold but not yet purchased, at market value                                        -                    25,938
                                                                                       -------------------       -------------------
      Total Current Liabilities                                                                 1,637,178                 2,010,340
                                                                                       -------------------       -------------------

      Deferred Income Taxes                                                                        34,300                    34,300
                                                                                       -------------------       -------------------

      Capital lease payable, net of current portion                                               145,056                    72,131
                                                                                       -------------------       -------------------

      Commitments and Contingencies (Note 8)

      Stockholders' Equity
          Common stock, $0.01 par value; 100,000,000 shares authorized;
          11,476,388 shares issued and outstanding                                                114,763                   114,763
          Additional paid-in capital                                                           15,943,179                15,943,179
          Retained earnings                                                                     2,120,874                 1,186,091
                                                                                       -------------------       -------------------

      Total Stockholders' Equity                                                               18,178,816                17,244,033
                                                                                       -------------------       -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 19,995,350              $ 19,360,804
                                                                                       ===================       ===================

</TABLE>










                                 See accompanying notes to financial statements.

                                        2

<PAGE>

                                             onlinetradinginc.com corp.
                                    Statement of Changes in Stockholders' Equity
                                       For the Six Months Ended July 31, 2000
                                                   (UNAUDITED)







<TABLE>
<CAPTION>






                                           Common Stock
                                  -------------------------------     Additional
                                       Shares        Amount at         Paid-In          Retained
                                       Issued        Par Value         Capital          Earnings           Total
                                  ---------------- --------------  ----------------  ---------------  ----------------
<S>                               <C>              <C>             <C>               <C>              <C>

 BALANCE, January 31, 2000             11,476,388      $ 114,763      $ 15,943,179      $ 1,186,091      $ 17,244,033


  Net income for six months
  ended July 31, 2000                           -              -                 -          934,783           934,783
                                  ---------------- --------------  ----------------  ---------------  ----------------

 BALANCE, July 31, 2000                11,476,388      $ 114,763      $ 15,943,179      $ 2,120,874      $ 18,178,816
                                  ================ ==============  ================  ===============  ================



</TABLE>























                                 See accompanying notes to financial statements.



                                        3

<PAGE>
                                              onlinetradinginc.com corp.
                                               Statements of Cash Flows
                                                    (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                         Six Months Ended
                                                                                             July 31,
                                                                                ----------------------------------
                                                                                    2000                 1999
                                                                                -------------        -------------
           <S>                                                                  <C>                  <C>

           CASH FLOWS FROM OPERATING ACTIVITIES
              Net income                                                           $ 934,783            $ 508,094
              Adjustments to reconcile net income to net cash
              provided by operating activities:
                 Depreciation and Amortization                                       319,070               21,355
                 Loss on sale of property and equipment                                  685                    -
                 Deferred income taxes                                                     -               (1,919)
                 Other non-cash charges                                               89,974                    -
                 Changes in operating assets and liabilities:
                    Receivable from clearing organization                            137,011              252,415
                    Other receivables                                                      -              (19,754)
                    Securities owned, at market value                                (53,079)          (1,123,600)
                    Other current assets                                            (209,128)               8,224
                    Other assets                                                     (65,451)             (18,792)
                    Accounts payable and accrued liabilities                         (20,260)            (124,372)
                    Income taxes payable                                            (390,768)             258,865
                    Other current liabilities                                              -               54,668
                    Securities sold, but not yet purchased, at market value          (25,938)             295,500
                                                                                -------------        -------------

                    NET CASH PROVIDED BY OPERATING ACTIVITIES                        716,899              110,684
                                                                                -------------        -------------

           CASH FLOWS FROM INVESTING ACTIVITIES
              Proceeds from sale of property and equipment                             5,300                    -
              Purchase of property and equipment                                    (116,128)             (86,175)
              Purchase of securities owned                                        (3,988,760)                   -
                                                                                -------------        -------------

                    NET CASH USED IN INVESTING ACTIVITIES                         (4,099,588)             (86,175)
                                                                                -------------        -------------

           CASH FLOWS FROM FINANCING ACTIVITIES
              Repayment of capital lease obligation                                  (43,726)                   -
              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 (USED IN) FINANCING ACTIVITIES              (43,726)          15,380,991

           Net increase (decrease) in cash and cash equivalents                   (3,426,415)          15,405,500

           Cash and cash equivalents, beginning of period                         15,127,790            1,005,944
                                                                                -------------        -------------

           Cash and cash equivalents, end of period                             $ 11,701,375         $ 16,411,444
                                                                                =============        =============

           Supplemental Disclosure of Non-cash Financing and Investing Activities
           ----------------------------------------------------------------------
              Equipment acquired under capital lease                               $ 180,455             $     -
                                                                                =============        =============

For the six months  ended July 31,  1999,  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.

           Supplemental Disclosure of Cash Flow Information
           ------------------------------------------------
              Cash paid for income taxes                                           $ 978,633             $ 56,111
                                                                                =============        =============
              Cash paid for interest                                               $  20,249             $ 14,249
                                                                                =============        =============
</TABLE>

                                 See accompanying notes to financial statements.

                                        4

<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 2000 and 1999
                                   (UNAUDITED)


NOTE 1 - BASIS OF FINANCIAL STATEMENTS

         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
accounting  principles  generally  accepted  in the United  States for  complete
financial  statements.  For  additional  information,  refer  to  the  financial
statements  and  footnotes  for the year ended  January 31, 2000 included in the
Company's Form 10-KSB/A  Annual Report.  Financial  information as of January 31
has been derived from the audited  financial  statements  of the Company for the
year ended  January 31,  2000.  In the opinion of  management,  all  adjustments
(consisting  only of normal recurring  adjustments)  necessary to present fairly
the financial  position as of July 31, 2000,  the results of operations  for the
six months  ended July 31, 2000 and 1999 and cash flows for the six months ended
July  31,  2000  and 1999  have  been  included  in the  accompanying  financial
statements. The results of operations and cash flows for the interim periods, is
not  necessarily  indicative of the results of operations or cash flows that may
be expected for the remainder of the year.

Reclassifications
         Certain prior period amounts in the accompanying  financial  statements
have been reclassified to conform with current period presentation.

NOTE 2 - NET CAPITAL REQUIREMENTS

         The  Company is  subject  to the  Securities  and  Exchange  Commission
uniform net capital  rule (Rule  15c3-1),  which  requires  the  maintenance  of
minimal net capital and requires that the ratio of aggregate indebtedness to net
capital,  both as defined,  shall not exceed 15 to 1. As of July 31,  2000,  the
Company had net capital of  $14,587,934,  which was $14,337,934 in excess of its
required net capital of $250,000.  The ratio of  aggregate  indebtedness  to net
capital was .12 to 1.

NOTE 3 - SECURITIES OWNED

         Securities   owned  consists  of  marketable   trading  and  investment
securities at quoted market values. These securities consist of the following as
of July 31, 2000 and January 31, 2000:

<TABLE>
<CAPTION>

                                                     July 31, 2000                          January 31, 2000
                                            ---------------------------------        --------------------------------
<S>                                         <C>                                      <C>
Corporate Stocks                             $                   3,372               $                   5,200
Certificate of Deposit                                          49,625                                       -
Obligations of U.S. Government                               4,143,854                                 149,812
                                             --------------------------------        --------------------------------
                                             $               4,196,851               $                 155,012
                                             ================================        ================================

</TABLE>








                                        5

<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 2000 and 1999
                                   (UNAUDITED)

NOTE 4 - 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 5 - EARNINGS PER SHARE

         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,
                                                    --------------------------------      -------------------------------
                                                         2000               1999               2000            1999
                                                    ---------------  ---------------      ---------------  --------------
<S>                                                 <C>              <C>                  <C>              <C>
Numerator:
  Net earnings available to
      common shareholders                            $      467,679     $    267,951       $      934,783   $     508,094
                                                    ===============  ===============      ===============  ==============
Denominator:
  Denominator for earnings per share
      weighted average shares outstanding                11,328,240        9,777,324           11,281,028       8,780,403
  Effect of dilutive securities - stock
      options                                                10,334           11,629               27,697           2,931
  Effect of shares subject to repurchase by the
     Company                                                148,148          444,444              195,360         444,444
                                                     --------------  ---------------      ---------------  --------------
  Denominator for earnings per share - assuming
     dilution - adjusted weighted average shares
     outstanding                                        11,486,722        10,233,397           11,504,085       9,227,778
                                                    ===============  ===============      ===============  ==============
Basic earnings per share                                   $  0.04           $  0.03              $  0.08         $  0.06
                                                    ===============  ===============      ===============  ==============
Diluted earnings per share                                 $  0.04           $  0.03              $  0.08         $  0.06
                                                    ===============  ===============      ===============  ==============

</TABLE>


NOTE 6 - CAPITAL LEASE

         On  December  1, 1999,  the Company  entered  into a capital  lease for
office furniture,  computer  equipment and phone system. As of January 31, 2000,
the leasing  company  had funded  $112,070  representing  a portion of the total
furniture  and computer  equipment to be received.  The balance of the equipment
totaling $180,455 was funded during the quarter ended April 30, 2000, making the
total  amount of the  capital  lease  $292,525.  The lease is to be paid over 36
months which  commenced  in April 2000 with an initial  payment of $25,937 to be
followed by 33 monthly  payments of $8,646 and a final  payment of $20,477.  All
payments are also subject to applicable sales tax.











                                        6
<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 2000 and 1999
                                   (UNAUDITED)

NOTE 7 - INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>
<CAPTION>


                                               July 31, 2000                               January 31, 2000
                                     ----------------------------------            ----------------------------------
<S>                                  <C>                                           <C>
Covenants not to compete             $                     500,000                 $                     500,000
Customer lists                                           2,182,000                                     2,182,000
                                     ----------------------------------            ----------------------------------
                                                         2,682,000                                     2,682,000
Accumulated amortization                                  (357,600)                                      (89,400)
                                     ----------------------------------            ----------------------------------
                                     $                   2,324,400                 $                   2,592,600
                                     ==================================            ==================================

</TABLE>



The above intangibles are amortized over an estimated useful life of 5 years.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases
         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.
         On June 29, 1999, an amendment to the Company's current lease agreement
for its office  space  located in Boca  Raton,  Florida  became  effective.  The
amendment  added 5,009 square feet of office  space to its Boca Raton  location.
The space was completed on March 1, 2000 and results in additional  monthly rent
of $11,028 plus applicable taxes.

Litigation
         On January 11,  2000,  Robert A.  Whigham,  Jr. and Patricia F. Whigham
filed a civil action against  onlinetradinginc.com  corp.,  Barry  Goodman,  Jan
Bevivino,  William  L. Mark and Bear  Stearns  Securities  Corp.  The  Company's
attorneys moved the case to the United States District Court for the District of
Massachusetts,  Eastern  Division and on May 5, 2000 the United States  District
Court  granted  the  Company's  motion to compel  arbitration  and  subsequently
entered a  procedural  order  dismissing  the  Whigham's  civil  action  without
prejudice.  On September 9, 2000, the Company  received  notification  from NASD
Dispute  Resolution,  Inc.  that the Whighams had filed a statement of claim and
initiated arbitration against all parties named in the former civil action.

         The  Whighams  have alleged  that,  during the period from January 1999
through  August 1999,  their accounts were serviced by an  unregistered  person,
Barry Goodman,  in violation of  Massachusetts  General Laws c.110A and that the
Company aided and abetted Mr. Goodman in violation of c.110A.  The Whighams have
also made allegations of excessive  trading,  excessive  commissions,  negligent
supervision and fraud in violation of 18 U.S.C. ss.1962. The Whighams seek total
alleged damages of $561,000 plus interest, costs, fees and treble damages. The









                                        7

<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 2000 and 1999
                                   (UNAUDITED)

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

Company  intends to present a vigorous  defense  and to seek  reimbursement  for
certain costs  associated with the Company's  defense.  The Company believes the
allegations  to be without  merit;  however,  there can be no assurance that the
Company's defense of any future claim will be successful.

Merger
         On  January  19,  2000,   the  Company   signed  a   definitive,   100%
share-exchange  merger agreement with Omega Research,  Inc. (Omega Research),  a
leading  provider  of branded real-time  trading  tools  for active traders and
professionals.  Omega Research's current products and services provide traders
with the ability to develop, historically test and computer  automate  trading
strategies and to access streaming,  real-time charts,  quotes and news via the
Internet.

         Pursuant  to an  Agreement  and Plan of Merger and  Reorganization,  as
amended (the "Merger Agreement"), and subject to closing, a newly-formed holding
company named  TradeStation  Group, Inc. (f/k/a  OnlineTrading.com  Group, Inc.)
("TradeStation Group") will own 100% of the issued and outstanding capital stock
of Omega Research  (which,  upon  consummation  of the merger,  is to be renamed
TradeStation  Technologies,  Inc.)  and  OnlineTrading.com  (which,  as  soon as
practicable after the consummation of the merger, is to be renamed  TradeStation
Securities, Inc.). Upon completion of the merger, as a result of share exchanges
between TradeStation Group and each of Omega Research and OnlineTrading.com, and
the listing of TradeStation  Group shares,  TradeStation  Group will be the sole
publicly-traded company in the group with its outstanding shares of common stock
listed on The Nasdaq National Market. TradeStation Group will initially be owned
between 62% and approximately 57% (on a fully diluted basis) by Omega Research's
shareholders and between 38% and approximately 43% (on a fully diluted basis) by
OnlineTrading.com's  shareholders. The precise percentages will be determined by
the formula set forth in the Merger  Agreement.  Closing of the Merger Agreement
is conditioned upon and subject to the effectiveness of a registration statement
on Form S-4,  originally  filed  with the  Securities  and  Exchange  Commission
("SEC") on April 17, 2000, as amended,  the approval of the shareholders of each
of  Omega  Research  and  OnlineTrading.com,   and  the  satisfaction  of  other
conditions precedent. The financial statements therein have not been restated to
give effect to this pending merger as it has not yet been closed.

         In  connection  with the review by the Staff of the SEC of the Form S-4
registration  statement,  as amended,  filed in  connection  with the  Company's
pending  merger,  the SEC has advised Omega  Research that it disagrees with the
timing of when Omega Research recognizes  licensing fee revenue derived from the
sales  of  its  legacy   client  software.  Omega  Research  continues  to  have
on-going discussions with the SEC and a final resolution is expected shortly. It
is uncertain at this time what the ultimate  outcome of these  discussions  will
be. It is  important  to note  that,  if any  change is made,  Omega  Research's
quarterly results could vary  materially.  These discussions with the SEC impact
licensing  fee revenue  recognized on the sale of Omega Research's legacy client














                                        8

<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                Three and Six Months Ended July 31, 2000 and 1999
                                   (UNAUDITED)

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

software and do not impact revenue  recognition  for  the  Internet subscription
services or other revenues that currently constitute substantially  all of Omega
Research's business or any of Omega Research's  planned  service offerings  that
are expected to generate a majority of its revenues in the future.









































                                        9

<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
results of operations 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
six months ended July 31, 2000 are not necessarily indicative of the results for
the entire fiscal year ending January 31, 2001.

         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.  The
Company provides financial brokerage services primarily to experienced investors
and small to mid-sized financial institutions through a variety of communication
mediums,  including the Internet.  While the Company's products allow clients to
trade  directly  over the  Internet,  the Company also  provides a full range of
brokerage services including direct access to the various securities markets via
a computerized infrastructure. This enhances the Company's ability to obtain the
simplest,  most  direct  execution  of orders for  clients at the best  possible
price. In addition,  as a result of the technology the Company uses,  registered
representatives  and  clients  have  access  to the most  up-to-date  electronic
information  on  stocks,  market  indices,  analysts'  research  and  news.  The
Company's  manner of  executing  trades  using its  computerized  infrastructure
eliminates middlemen to save costs and increase investing efficiency.

         On January 19, 2000, the Company  entered into a Merger  Agreement with
Omega Research,  Inc.  Closing of the Merger  Agreement is conditioned  upon and
subject to the filing and effectiveness of a registration statement on Form S-4,
the  approval  of  the  shareholders  of  each  of  Omega  Research,   Inc.  and
onlinetradinginc.com  corp. and the satisfaction of other conditions  precedent.
In  connection  with  the  review  by the  Staff  of the  SEC  of the  Form  S-4
registration  statement,  as amended,  filed in  connection  with the  Company's
pending  merger,  the SEC has advised Omega  Research that it disagrees with the
timing of when Omega Research recognizes  licensing fee revenue derived from the
sales of its legacy  client  software  and the  accounting  of Omega  Research's
acquisition  of Window On  Wallstreet,  Inc.  Omega  Research  continues to have
on-going discussions with the SEC and a final resolution is expected shortly. It
is uncertain at this time what the ultimate  outcome of these  discussions  will
be. It is  important  to note  that,  if any  change is made,  Omega  Research's
quarterly results could vary  materially.  These discussions with the SEC impact
licensing fee revenue  recognized on the sale of Omega Research's  legacy client
software and do not impact revenue  recognition  for  the  Internet subscription
services or other revenues that currently  constitute substantially all of Omega
Research's planned service offerings that are expected to generate a majority of
its revenues in the future.  For more details regarding the Merger Agreement
please see the most recent Form 10-KSB and S-4 filings.









                                       10

<PAGE>

RESULTS OF OPERATIONS

Six Months Ended July 31, 2000 Compared with Six Months Ended July 31, 1999
---------------------------------------------------------------------------

REVENUES

         Total Revenues.  The Company's total revenues increased $3,994,327,  or
84% from $4,735,028 for the six months ended July 31, 1999 to $8,729,355 for the
six months ended July 31, 2000.

         Commission  Revenue.  Commission revenue increased  $3,745,188,  or 95%
from $3,957,494 for the six months ended July 31, 1999 to $7,702,682 for the six
months ended July 31, 2000. The increase was the primary result of our continued
customer growth and the acquisition of Newport Discount Brokerage's clients.

         Investment  Gains,  net. Our proprietary  trading net profits decreased
$334,703  to  $198,941  for the six months  ended July 31,  2000 as  compared to
$533,644 for the six months  ended July 31, 1999.  The Company is in the process
of winding down  proprietary  trading  operations in  anticipation of the merger
with Omega Research, Inc.

         Interest - Revenue  Sharing.  Interest  revenue  sharing  represents  a
revenue  sharing  agreement with our clearing  firm.  Interest  revenue  sharing
increased  by  $174,008 to  $311,218  for the six months  ended July 31, 2000 as
compared to $137,210 for the six months  ended July 31,  1999.  The increase was
due primarily to a change in the percentage of revenue the Company  receives and
the increase of our customer balances being maintained by the clearing firm.

         Interest and Dividends. Interest and dividend income increased $386,124
to $492,804  for the six months  ended July 31, 2000 as compared to $106,680 for
the six months  ended July 31, 1999.  The increase was  primarily as a result of
the  Company's   increased  cash  position  available  for  investment  and  the
prevailing interest rates.

         Other Revenues.  Other revenues consist primarily of other service fees
shared with our clearing  agent and licensing  fees for the  Company's  Internet
trading platform.  For the six months ended July 31, 2000 other revenues totaled
$23,710. There were no other revenues for the six months ended July 31, 1999.

EXPENSES

         Total Operating  Expenses.  Total operating  expenses  increased by 76%
from $4,085,667 for the six months ended July 31, 1999 to $7,206,022 for the six
months ended July 31, 2000.

         Employee  Compensation and Benefits.  Employee compensation and related
benefits increased by $956,116, or 40%, from $2,402,478 for the six months ended
July 31, 1999 to $3,358,594 for the six months ended July 31, 2000.  Included in
this  amount  is  commissions  paid to the  Company's  brokers  which  increased
$320,171  from  $1,462,146  for the six months ended July 31, 1999 to $1,782,317
for the six months ended July 31, 2000 as a result of the  increased  commission
revenue.  However,  because the  majority of the  Company's  commission  revenue
growth is attributable to its online accounts, commissions paid to the Company's
brokers as a








                                       11

<PAGE>

percentage of commission  revenue has been  decreasing and should continue to do
so. Also included in this amount are commissions  paid to the Company's  traders
which  decreased  by $244,610 to $59,932 for the six months  ended July 31, 2000
due to the decrease in investment  gains. In addition,  the Company has employed
various  customer  support,  back  office and  management  staff to support  the
current growth. The percentage of employee  compensation and related benefits to
revenue decreased from 51% for the six months ended July 31, 1999 to 38% for the
six months ended July 31, 2000.

         Floor  brokerage.  Floor  brokerage  decreased from $27,051 for the six
months ended July 31, 1999 to $11,370 for the six months ended July 31, 2000.

         Clearing and Other  Transaction  Costs.  Clearing and other transaction
costs represents the cost to execute and clear customer  trades.  These expenses
increased  $848,368,  or 70%,  from  $1,218,466 to $2,066,834 as a result of the
increase  in our volume of  transactions  and the  acquisition  of clients  from
Newport  Discount  Brokerage,  Inc.  ("Newport").  However,  as a percentage  of
commission  revenue  for the six  months  ended  July 31,  2000, clearing  costs
decreased to 27% as compared to 31% for the six months ended July 31, 1999.

         Communications.  Communication  costs  increased  $87,955  or 136% from
$64,465 for the six months  ended July 31,  1999 to $152,420  for the six months
ended July 31,  2000.  This  increase is  primarily  due to  increased  customer
trading activity.

         Occupancy  and  Equipment.  Occupancy and  equipment  expenses  consist
primarily of facilities  rent  and  leasing  and depreciation  of fixed  assets.
Occupancy and equipment  expenses  increased  $118,650 or 90%, from $131,127 for
the six months ended July 31, 1999 to $249,777 for the six months ended July 31,
2000.  This  increase is the  primary  result of increased  rent  for additional
space and  depreciation and  leasing  costs on  equipment and other fixed assets
necessary to accommodate our growth.

         Promotional Costs.  Promotional costs consist of advertising and public
relations.  Promotional  costs totaled $17,116 for the six months ended July 31,
2000 compared to $11,953 for the six months ended July 31, 1999.

         Product  Development.  Product  development costs represent the cost to
develop our new order execution system. These costs totaled $341,966 for the six
months ended July 31, 2000. There were no product  development costs for the six
months ended July 31, 1999.

         Interest  Expense.  Interest expense  increased $6,000 from $14,249 for
the six months  ended July 31, 1999 to $20,249 for the six months ended July 31,
2000. This increase is primarily due to interest paid on a capital lease.

         Regulatory Fees and Expenses.  Regulatory  fees and expenses  represent
the fees paid to regulatory  organizations  such as the National  Association of
Securities Dealers,  Inc. (NASD) and state regulatory agencies for licensing the
Company and its registered  agents.  These costs increased  $18,902 or 73%, from
$25,871  for the six months  ended July 31,  1999 to $44,773  for the six months
ended July 31, 2000. This increase is primarily due to increased assessment fees
to the NASD based upon the  Company's  increase in gross  revenues and licensing
fees for additional registered employees.





                                       12

<PAGE>

         Amortization  Expense.  Amortization  expense  increased  $266,500 from
$3,866 for the six months  ended July 31,  1999 to  $270,366  for the six months
ended July 31, 2000. The increase is due to the goodwill amortization related to
the acquisition of clients from Newport Discount Brokerage.

         Other  expenses.  Other  expenses  consist  primarily  of  Market  Data
expenses,  general  office  expenses  and  all  other  expenses  related  to the
operation of the Company. These expenses increased by $486,415 from $186,141 for
the six months ended July 31, 1999 to $672,556 for the six months ended July 31,
2000.  This  increase  is  primarily  due  to  our  expansion  and  the  Newport
acquisition.

         Income  Taxes.  The Company  recorded a provision  for income  taxes of
$587,865  for the six months ended July 31, 2000 as compared to $316,267 for the
six months ended July 31,  1999.  The  effective  tax rate was 38.6% for the six
months ended July 31, 2000 and 38.4% for the six months ended July 31, 1999.

NON-OPERATING ITEMS

         Loss on disposal of assets. The  Company  sold  phone  equipment, which
resulted in a loss of $685 for the six months ended July 31, 2000.

         Settlement  payment  received.  The  Company  received  an  arbitration
settlement payment of $175,000 in July 1999.


         As a result of the above, results  improved from net income of $508,094
for the  six months  ended July 31, 1999 to net  income of $934,783  for the six
months ended July 31, 2000. This represents an increase of 84%.

LIQUIDITY AND CAPITAL RESOURCES

         As of July 31,  2000,  the  Company  had cash and cash  equivalents  of
$11,701,375,   consisting  of  cash  and  money  market  funds  as  compared  to
$15,127,790 as of January 31, 2000.

         Cash provided by operating activities was $716,899 and $110,684 for the
six months ended July 31, 2000 and 1999, respectively.

         Cash used in investing  activities  was  $4,099,588 and $86,175 for the
six months ended July 31, 2000 and 1999,  respectively.  The primary use of cash
for the six months ended July 31, 2000 was for the  purchase of a treasury  note
as a short-term investment.

         Cash used in financing  activities was $43,726 for the six months ended
July 31, 2000 due to repayment of a capital lease  obligation.  Cash provided by
financing  activities was $15,380,991 for the six months ended July 31, 1999 due
to the issuance of common stock,  redemption of preferred stock and repayment of
subordinated loan.

         As a  result,  the  Company  had  a  net  decrease  in  cash  and  cash
equivalents  of $3,426,415  for the six months ended July 31, 2000 compared to a
net increase of $15,405,500 for the six months ended July 31, 1999.



                                       13

<PAGE>

         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,  2000,  the Company had net capital of  $14,587,934,
which was  $14,337,934  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, 2000, the Company had a net capital ratio
of .12 to 1. The Company remains well within the regulatory required minimums.

         On May 11, 2000,  National  Association  of  Securities  Dealers,  Inc.
(NASD)  granted a change in business  application,  which enables the Company to
expand its scope and  conduct a  commission  recapture  business.  The  expanded
business increases the Company's minimum net capital  requirement to $250,000 or
1/15 of aggregate  indebtedness,  whichever is greater. The Company remains well
within these  regulatory  required  minimums and does not anticipate  having any
problems meeting these requirements in the future.

         The Company  currently  anticipates  that its available cash resources,
including the net proceeds from the Initial  Public  Offering  ("IPO") which was
effective on June 11, 1999, and cash flows from operations will be sufficient to
meet its working capital and anticipated capital expenditure requirements for at
least the next twelve months.  However, the Company may need to raise additional
funds in order to support more rapid expansion, develop new or enhanced services
and products, respond to competitive pressures, acquire complementary businesses
or technologies or take advantage of unanticipated opportunities.


RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1999, the Financial  Accounting  Standards  Board issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral
of FASB Statement  No. 133." SFAS No. 137 defers for one year the effective date
of SFAS No. 133,  Accounting for Derivative Instruments and Hedging  Activities.
SFAS No. 133 will now apply to all fiscal quarters of all fiscal years beginning
after June 15,  2000.  SFAS No. 133 will require the Company to recognize all
derivatives  on the balance sheet as either  assets or  liabilities  measured at
fair value.  Derivatives  that are not hedges must be  adjusted to fair value
through  income.  The Company  will adopt SFAS No. 133 effective  for the year
ending January 31, 2002.  The Company believes that the adoption of SFAS No. 133
will not have a material  impact on its financial  statements, as it has entered
into no derivative  contracts and has no current plans to do so in the future.

         In March 2000,  the Emerging  Issues Task Force (the "EITF")  reached a
consensus on Issue No. 00-2,  "Accounting for Web Site Development Costs" ("EITF
Issue No. 00-2"),  which applies to all web site development  costs incurred for
the  quarters  beginning  after June 30,  2000.  The  consensus  states that the
accounting  for specific web site  development  costs should be based on a model
consistent with AICPA  Statement of Position 98-1,  "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". Accordingly,  certain
web site  development  costs that are  currently  expensed  as  incurred  may be
capitalized  and amortized.  The adoption of EITF Issue No. 00-2 is not expected
to have a material impact on the financial statements of the Company.




                                       14

<PAGE>

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  that could cause actual results to differ  materially  from those
projected  or  suggested  in the forward  looking  statements,  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 affected 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) close its merger  transaction with Omega Research,  Inc. There can be no
assurance  that the  Company  will be  successful  in  completing  its  proposed
expansion or pending merger, or, if completed,  that it  will  be  successful in
efficiently  managing  its  growth  in  order to maximize potential  transaction
volume.



































                                       15

<PAGE>

PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On January 11,  2000,  Robert A.  Whigham,  Jr. and Patricia F. Whigham
filed a civil action against  onlinetradinginc.com  corp.,  Barry  Goodman,  Jan
Bevivino,  William L. Mark and Bear Stearns Securities Corp. Our attorneys moved
the case to the United States District Court for the District of  Massachusetts,
Eastern Division and on May 5, 2000 the United States District Court granted our
motion  to compel  arbitration  and  subsequently  entered  a  procedural  order
dismissing the Whighams' civil action without  prejudice.  On September 9, 2000,
the Company received  notification from NASD Dispute  Resolution,  Inc. that the
Whighams had filed a statement of claim and  initiated  arbitration  against all
parties named in the former civil action.

         The  Whighams  have alleged  that,  during the period from January 1999
through  August 1999,  their accounts were serviced by an  unregistered  person,
Barry Goodman,  in violation of  Massachusetts  General Laws c.110A and that the
Company aided and abetted Mr. Goodman in violation of c.110A.  The Whighams have
also made allegations of excessive  trading,  excessive  commissions,  negligent
supervision and fraud in violation of 18 U.S.C. ss.1962. The Whighams seek total
alleged damages of $561,000 plus interest,  costs, fees and treble damages.  The
Company  intends to present a vigorous  defense  and to seek  reimbursement  for
certain costs  associated with the Company's  defense.  The Company believes the
allegations  to be without  merit;  however,  there can be no assurance that the
Company's defense of any future claim will be successful.

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.

         From the effective date of the IPO through the date hereof, the Company
has utilized a portion of the proceedings as follows:

                   Sales & Marketing                                $     50,000
                   Website Enhancement & Programming                     690,000
                   Increase Net Capital                                1,500,000



                                       16

<PAGE>

                   Additional Management & Personnel                     160,000
                   Expansion Client Services                              75,000
                   Network Expansion & Upgrade                            60,000
                   Year 2000 Readiness and Testing                        25,000
                   Working Capital                                       120,000
                   Acquisition & Non-compete Agreements                2,682,000
                                                                       ---------

                   Total use of proceeds to date                      $5,362,000
                                                                      ==========

         The  balance  of the net  proceeds  has  been  invested  in  short-term
treasuries  and money market  funds.  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 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
         Exhibit 11 - Computation  of Per Share Earnings (see Note 5 of notes to
financial statements.)

         Exhibit 27 - Financial Data Schedule

(b) Form 8-K filing during the quarter ended July 31, 2000.
         None


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.


September 13, 2000                 By: /s/ E. Steven zum Tobel
-------------------------          ---------------------------------------------
Date                               E. Steven zum Tobel, President and Chief
                                   Financial Officer (Signing both as an
                                   authorized officer and as Principal Financial
                                   and Accounting Officer of the Registrant)











                                       17

<PAGE>