<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 October 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 December 14, 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 Nine
         Months Ended October 31, 2000 and 1999                                1

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

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

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

         Notes to the Financial Statements                                   5-8

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                      9-14


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings                                                15

    Item 2.  Changes in Securities and Use of Proceeds                        15

    Item 6.  Exhibits and Reports on Form 8-K                                 16

    Signatures                                                                16






<PAGE>


                                             onlinetradinginc.com corp.
                                               Statements of Income
                                                   (UNAUDITED)

<TABLE>

                                                           Three Months Ended                     Nine Months Ended
                                                               October 31,                            October 31,
                                                    ---------------------------------      ---------------------------------
                                                        2000               1999                2000               1999
                                                    -------------      --------------      -------------      --------------
     <S>                                            <C>                <C>                 <C>                <C>

     Revenues
          Commissions                                $ 4,337,402         $ 2,092,667       $ 12,040,084         $ 6,050,161
          Investment gains, net                          122,126             331,479            321,067             869,727
          Interest - revenue sharing                     322,154             108,909            633,372             246,119
          Interest and dividends                         265,380             234,814            758,184             336,890
          Other revenues                                  30,918                   -             54,628                   -
                                                    -------------      --------------      -------------      --------------
                                                       5,077,980           2,767,869         13,807,335           7,502,897
                                                    -------------      --------------      -------------      --------------

     Expenses
          Employee compensation and benefits           1,942,460           1,276,917          5,301,055           3,683,646
          Floor brokerage                                  1,279              14,755             12,649              41,806
          Clearing and other transaction costs         1,201,982             539,944          3,268,815           1,823,223
          Communications                                  83,955              43,134            236,374             107,599
          Occupancy and equipment                        126,659              85,223            376,436             216,350
          Promotional costs                               20,038              44,564             37,155              56,517
          Product development                            172,061                   -            514,027                   -
          Interest expense                                14,981               5,356             35,230              19,605
          Regulatory fees and expenses                    24,635               6,258             69,408              32,129
          Amortization expense                           135,183               1,083            405,549               4,949
          Other operating expenses                       365,658              95,633          1,038,215             212,709
                                                    -------------      --------------      -------------      --------------
                                                       4,088,891           2,112,867         11,294,913           6,198,533
                                                    -------------      --------------      -------------      --------------

     Income from operations                              989,089             655,002          2,512,422           1,304,364

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

     Income before income taxes                          989,089             655,002          2,511,737           1,479,364

     Income tax provision                                381,987             240,120            969,852             556,387
                                                    -------------      --------------      -------------      --------------

     Net Income                                        $ 607,102           $ 414,882        $ 1,541,885           $ 922,977
                                                    =============      ==============      =============      ==============

     Earnings Per Share
          Basic                                            $0.05               $0.04              $0.14               $0.10
                                                    =============      ==============      =============      ==============
          Diluted                                          $0.05               $0.04              $0.13               $0.09
                                                    =============      ==============      =============      ==============
     Weighted average common shares outstanding
          Basic                                       11,328,240          11,031,944         11,296,880           9,432,595
                                                    =============      ==============      =============      ==============
          Diluted                                     11,476,915          11,482,334         11,498,111           9,886,304
                                                    =============      ==============      =============      ==============


</TABLE>



                                 See accompanying notes to financial statements.


                                                       1


<PAGE>



                                             onlinetradinginc.com corp.
                                         Statements of Financial Condition


<TABLE>


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

ASSETS
      Current Assets
          Cash and cash equivalents                                                          $ 16,950,645              $ 15,127,790
          Receivable from clearing organization                                                   910,083                   759,183
          Securities owned, at market value                                                       153,616                   155,012
          Other current assets                                                                    177,277                   103,987
                                                                                       -------------------       -------------------
      Total Current Assets                                                                     18,191,621                16,145,972

      Property and Equipment, net                                                                 711,127                   400,776

      Intangible Assets, net                                                                    2,190,300                 2,592,600

      Other Assets                                                                                240,198                   221,456
                                                                                       -------------------       -------------------

TOTAL ASSETS                                                                                 $ 21,333,246              $ 19,360,804
                                                                                       ===================       ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities
          Current portion of capital lease payable                                              $ 103,748                  $ 39,944
          Accounts payable and accrued liabilities                                              1,828,604                 1,291,317
          Income taxes payable                                                                    454,580                   653,141
          Securities sold but not yet purchased, at market value                                    1,731                    25,938
                                                                                       -------------------       -------------------
      Total Current Liabilities                                                                 2,388,663                 2,010,340
                                                                                       -------------------       -------------------

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

      Capital Lease Payable, net of current portion                                               124,365                    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                                                                     2,727,976                 1,186,091
                                                                                       -------------------       -------------------

      Total Stockholders' Equity                                                               18,785,918                17,244,033
                                                                                       -------------------       -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 21,333,246              $ 19,360,804
                                                                                       ===================       ===================


</TABLE>





                                 See accompanying notes to financial statements.

                                                       2


<PAGE>




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




<TABLE>








                                           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 nine months
        ended October 31, 2000                  -              -                 -        1,541,885        1,541,885
                                  ---------------- --------------  ---------------- ---------------- ----------------

 BALANCE, October 31, 2000             11,476,388      $ 114,763      $ 15,943,179      $ 2,727,976     $ 18,785,918
                                  ================ ==============  ================ ================ ================





</TABLE>












                                 See accompanying notes to financial statements.



                                                       3


<PAGE>


                                             onlinetradinginc.com corp.
                                              Statements of Cash Flows
                                                   (UNAUDITED)

<TABLE>

                                                                                           Nine Months Ended
                                                                                               October 31,
                                                                                 -----------------------------------
                                                                                      2000                 1999
                                                                                 --------------       --------------
            <S>                                                                  <C>                  <C>

            CASH FLOWS FROM OPERATING ACTIVITIES
               Net income                                                          $ 1,541,885            $ 922,977
               Adjustments to reconcile net income to net cash
               provided by operating activities:
                  Depreciation and Amortization                                        488,040               36,245
                  Loss on sale of property and equipment                                   685                    -
                  Deferred income taxes                                                      -                2,500
                  Other non-cash charges                                                89,974                    -
                  Changes in operating assets and liabilities:
                     Receivable from clearing organization                            (150,900)             211,174
                     Other receivables                                                       -             (118,509)
                     Securities owned, at market value                                   1,396             (395,859)
                     Other current assets                                              (73,290)            (120,350)
                     Other assets                                                      (21,992)              11,289
                     Accounts payable and accrued liabilities                          537,287              (78,491)
                     Income taxes payable                                             (198,561)             490,527
                     Other current liabilities                                               -               79,010
                     Securities sold, but not yet purchased, at market value           (24,207)             322,913
                                                                                 --------------       --------------

                     NET CASH PROVIDED BY OPERATING ACTIVITIES                       2,190,317            1,363,426
                                                                                 --------------       --------------

            CASH FLOWS FROM INVESTING ACTIVITIES
               Proceeds from sale of property and equipment                              5,300                    -
               Purchase of property and equipment                                     (308,345)            (139,394)
                                                                                 --------------       --------------

                     NET CASH USED IN INVESTING ACTIVITIES                            (303,045)            (139,394)
                                                                                 --------------       --------------

            CASH FLOWS FROM FINANCING ACTIVITIES
               Repayment of capital lease obligation                                   (64,417)                   -
               Proceeds from issuance of common stock and warrants                           -           15,810,991
               Repayment of subordinated loan                                                -             (125,000)
               Redemption of preferred stock                                                 -             (330,000)
                                                                                 --------------       --------------

                     NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES               (64,417)          15,355,991
                                                                                 --------------       --------------

            Net increase in cash and cash equivalents                                1,822,855           16,580,023

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

            Cash and cash equivalents, end of period                              $ 16,950,645         $ 17,585,967
                                                                                 ==============       ==============

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

For the nine months ended October 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             $ 64,140
                                                                                 ==============       ==============
               Cash paid for interest                                             $     35,230             $ 23,012
                                                                                 ==============       ==============

</TABLE>


                                 See accompanying notes to financial statements.

                                                       4


<PAGE>
                           onlinetradinginc.com corp.
                          Notes to Financial Statements
              Three and Nine Months Ended October 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
onlinetradinginc.com  corp. (the "Company")  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 October
31, 2000, the results of operations for the nine months  ended  October 31, 2000
and 1999 and cash flows for the nine months ended October 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 October 31, 2000, the
Company had net capital of  $14,745,197,  which was $14,495,197 in excess of its
required net capital of $250,000.  The ratio of  aggregate  indebtedness  to net
capital was .17 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 October 31, 2000 and January 31, 2000:

<TABLE>

                                                    October 31, 2000                        January 31, 2000
                                             --------------------------------        --------------------------------
<S>                                          <C>                                     <C>
Corporate Stocks/Options                     $                   3,475               $                   5,200
Obligations of U.S. Government                                 150,141                                 149,812
                                             --------------------------------        --------------------------------
                                             $                 153,616               $                 155,012
                                             ================================        ================================



</TABLE>



                                        5


<PAGE>


                           onlinetradinginc.com corp.
                          Notes to Financial Statements
              Three and Nine Months Ended October 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>

                                                           Three months ended                   Nine months ended
                                                               October 31,                         October 31,
                                                    ----------------------------------    ---------------------------------
                                                         2000               1999                2000              1999
                                                    ---------------    ---------------    ---------------    --------------
<S>                                                 <C>                <C>                <C>                <C>
Numerator:
  Net earnings available to
      common shareholders                            $     607,102      $     414,882      $   1,541,885      $    922,977
                                                    ===============    ===============    ===============    ==============
Denominator:
  Denominator for earnings per share
      weighted average shares outstanding               11,328,240         11,031,944         11,296,880         9,432,595
  Effect of dilutive securities - stock
      options                                                  527              5,946             21,723             9,265
  Effect of shares subject to repurchase by the
     Company                                               148,148            444,444            179,508           444,444
                                                    ---------------    ---------------     --------------   ---------------
  Denominator for earnings per share - assuming
     dilution - adjusted weighted average shares
     outstanding                                        11,476,915         11,482,334           11,498,111       9,886,304
                                                    ===============    ===============      ===============  ==============
Basic earnings per share                                   $  0.05            $  0.04            $    0.14         $  0.10
                                                    ===============    ===============      ===============  ==============
Diluted earnings per share                                 $  0.05            $  0.04            $    0.13         $  0.09
                                                    ===============    ===============      ===============  ==============

</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 Nine Months Ended October 31, 2000 and 1999
                                   (UNAUDITED)

NOTE 7 - INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>

                                             October 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                                  (491,700)                                      (89,400)
                                     ----------------------------------
                                                                                   ----------------------------------
                                     $                   2,190,300                 $                   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 Nine Months Ended October 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 this 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 the Company (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 the Company,  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
approximately  57% (on a fully diluted basis) by Omega  Research's  shareholders
and approximately 43% (on a fully diluted basis) by the Company'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 approval of the  shareholders  of each of Omega  Research and the
Company,  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.

NOTE 9 - SUBSEQUENT EVENT

         On December 11, 2000 the SEC declared the  registration  statement  for
the Company's merger  with Omega Research  effective. The merger is  expected to
close on December 29, 2000, the date set for the Company's shareholders meeting.













                                        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
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
nine months ended October 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. On December 11, 2000 the SEC declared the registration for
the Company's merger with Omega Research, Inc. effective. The merger is expected
to close on  December  29,  2000,  the date set for the  Company's  shareholders
meeting.  Closing of the Merger Agreement is conditioned upon and subject to the
approval of the shareholders of each of Omega Research, Inc. and the Company and
the satisfaction of other conditions  precedent.  For more details regarding the
Merger Agreement please see the most recent Form 10-KSB and S-4 filings.

RESULTS OF OPERATIONS

Nine Months Ended October 31, 2000 Compared with Nine Months Ended October 31,
1999

REVENUES

         Total Revenues.  The Company's total revenues increased $6,304,438,  or
84% from  $7,502,897  for the nine months ended October 31, 1999 to  $13,807,335
for the nine months ended October 31, 2000.

         Commission  Revenue.  Commission revenue increased  $5,989,923,  or 99%
from  $6,050,161 for the nine months ended October 31, 1999 to  $12,040,084  for
the nine months ended October 31, 2000.  The increase was the primary  result of
our  continued   customer  growth  and  the  acquisition  of  Newport   Discount
Brokerage's clients.







                                        9
<PAGE>

         Investment  Gains,  net. Our proprietary  trading net profits decreased
$548,660 to $321,067 for the nine months  ended  October 31, 2000 as compared to
$869,727  for the nine  months  ended  October 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 $387,253 to $633,372 for the nine months ended  October 31, 2000 as
compared to $246,119  for the nine months ended  October 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 $421,294
to $758,184 for the nine months  ended  October 31, 2000 as compared to $336,890
for the nine months  ended  October 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 nine months  ended  October 31, 2000 other  revenues
totaled $54,628.  There were no other revenues for the nine months ended October
31, 1999.

EXPENSES

         Total Operating  Expenses.  Total operating  expenses  increased by 82%
from  $6,198,533 for the nine months ended October 31, 1999 to  $11,294,913  for
the nine months ended October 31, 2000.

         Employee  Compensation and Benefits.  Employee compensation and related
benefits  increased by $1,617,409,  or 44%, from  $3,683,646 for the nine months
ended October 31, 1999 to $5,301,055 for the nine months ended October 31, 2000.
Included in this  amount is  commissions  paid to the  Company's  brokers  which
increased $705,279 from $2,139,351 for the nine months ended October 31, 1999 to
$2,844,630  for the nine  months  ended  October  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  internet  and  other
non-commissioned  accounts,  commissions  paid  to the  Company's  brokers  as a
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 $366,810 to $124,446  for the nine months ended  October 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 49% for the nine months ended October 31, 1999 to 38%
for the nine months ended October 31, 2000.

         Floor  brokerage.  Floor brokerage  decreased from $41,806 for the nine
months ended  October 31, 1999 to $12,649 for the nine months ended  October 31,
2000.










                                       10
<PAGE>

         Clearing and Other  Transaction  Costs.  Clearing and other transaction
costs represents the cost to execute and clear customer  trades.  These expenses
increased  $1,445,592,  or 79%, from $1,823,223 to $3,268,815 as a result of the
increase in our volume of transactions,  the acquisition of clients from Newport
Discount  Brokerage,  Inc.  ("Newport") and the cost of maintaining  third party
clearing agreements. However, as a percentage of commission revenue for the nine
months ended October 31, 2000,  clearing  costs  decreased to 27% as compared to
30% for the nine months ended  October 31, 1999 due to improved  clearing  rates
and a  classification  change of certain market data expenses to other expenses.
This was slightly offset by third party clearing costs.

         Communications.  Communication  costs  increased  $128,775 or 120% from
$107,599  for the nine months  ended  October 31, 1999 to $236,374  for the nine
months ended  October 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  $160,086 or 74%, from $216,350 for
the nine months  ended  October 31, 1999 to $376,436  for the nine months  ended
October 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 $37,155 for the nine months ended October
31, 2000 compared to $56,517 for the nine months ended October 31, 1999.

         Product  Development.  Product  development costs represent the cost to
develop our new order  execution  system.  These costs totaled  $514,027 for the
nine months ended October 31, 2000. There were no product  development costs for
the nine months ended October 31, 1999.

         Interest  Expense.  Interest expense increased $15,625 from $19,605 for
the nine months  ended  October  31,  1999 to $35,230 for the nine months  ended
October 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 $37,279 or 116%, from
$32,129  for the nine  months  ended  October  31,  1999 to $69,408 for the nine
months ended  October 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 necessary to accommodate
our anticipated growth.

         Amortization  Expense.  Amortization  expense  increased  $400,600 from
$4,949 for the nine months  ended  October  31,  1999 to  $405,549  for the nine
months  ended  October 31,  2000.  The  increase is due to the  amortization  of
intangible  assets related to the  acquisition of clients from Newport.













                                       11
<PAGE>

         Other operating expenses. Other operating 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 $825,506 from $212,709
for the nine months  ended  October 31, 1999 to  $1,038,215  for the nine months
ended October 31, 2000.  This  increase is primarily due to our continued  rapid
expansion, the Newport acquisition and a classification change of certain market
data expenses from the clearing and other transaction costs category.

         Income  Taxes.  The Company  recorded a provision  for income  taxes of
$969,852 for the nine months ended  October 31, 2000 as compared to $556,387 for
the nine months ended October 31, 1999. The effective tax rate was 38.6% for the
nine months ended  October 31, 2000 and 37.6% for the nine months ended  October
31, 1999.

NON-OPERATING ITEMS

         Loss on disposal of assets.  The Company  sold phone  equipment,  which
resulted in a loss of $685 for the nine months ended October 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 $922,977
for the nine months ended October 31, 1999 to net income of  $1,541,885  for the
nine months ended October 31, 2000. This represents an increase of 67%.

LIQUIDITY AND CAPITAL RESOURCES

         As of October 31, 2000,  the Company had cash and cash  equivalents  of
$16,950,645,   consisting  of  cash  and  money  market  funds  as  compared  to
$15,127,790 as of January 31, 2000.

         Cash provided by operating activities was $2,190,317 and $1,363,426 for
the nine months ended October 31, 2000 and 1999, respectively.

         Cash used in  investing  activities  was  $303,045 and $139,394 for the
nine months ended  October 31, 2000 and 1999,  respectively.  The primary use of
cash for the nine months ended October 31, 2000 and 1999 was for the purchase of
property and equipment .

         Cash used in financing activities was $64,417 for the nine months ended
October 31, 2000 due to repayment of a capital lease  obligation.  Cash provided
by financing  activities was  $15,355,991  for the nine months ended October 31,
1999 due to the issuance of common  stock,  redemption  of  preferred  stock and
repayment of subordinated loan.

         As a result,  the Company had an increase in cash and cash  equivalents
of $1,822,855 for the nine months ended October 31, 2000 compared to an increase
of $16,580,023 for the nine months ended October 31, 1999.










                                       12
<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 October 31, 2000, the Company had net capital of $14,745,197,
which was  $14,495,197  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 October 31, 2000,  the Company had a net capital
ratio of .17 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 did not have a
material impact on the financial statements of the Company.







                                       13
<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.



































                                       14
<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 this 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                                $     70,000
                   Website Enhancement & Programming                     860,000
                   Increase Net Capital                                1,500,000



                                       15
<PAGE>

                   Additional Management & Personnel                     475,000
                   Expansion Client Services                             100,000
                   Network Expansion & Upgrade                           160,000
                   Year 2000 Readiness and Testing                        25,000
                   Working Capital                                       120,000
                   Acquisition & Non-compete Agreements                2,682,000
                                                                       ---------

                   Total use of proceeds to date                      $5,992,000
                                                                      ==========

         The  balance of the net  proceeds  has been  invested  in 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 October 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.

December 14, 2000               By:
------------------------        ------------------------------------------------
Date                            E. Steven zum Tobel, President and Chief
                                Financial Officer (Signing both in his capacity
                                as an authorized officer and as Principal
                                Financial and Accounting Officer of the
                                Registrant)






                                       16

<PAGE>