<PAGE>


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

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

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

                 For the quarterly period ended April 30, 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 June 7, 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 Income (unaudited) for the Three Months
         Ended April 30, 2000 and 1999                                         1

         Statements of Financial Condition as of April 30, 2000 (unaudited)
         and January 31, 2000                                                  2

         Statement of Changes in Stockholders' Equity (unaudited) for the
         Three Months Ended April 30, 2000                                     3

         Statements of Cash Flows (unaudited) for the Three Months Ended
         April 30, 2000 and 1999                                               4

         Notes to Financial Statements                                       5-7

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                      8-12


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings                                                13

    Item 2.  Changes in Securities and Use of Proceeds                        13

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

    Signatures                                                                14

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

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                               April 30,
                                                                             --------------------------------------------
                                                                                   2000                      1999
                                                                             ------------------        ------------------
         <S>                                                                  <C>                      <C>

         Revenues
           Commissions                                                             $ 4,006,514               $ 2,059,756
           Investment gains, net                                                       197,675                   314,909
           Interest - revenue sharing                                                  129,158                    58,598
           Interest and dividends                                                      269,436                    11,844
                                                                             ------------------        ------------------
                                                                                     4,602,783                 2,445,107
                                                                             ------------------        ------------------

         Expenses
           Employee compensation and benefits                                        1,752,754                 1,189,208
           Floor brokerage                                                               5,651                    16,612
           Clearing and other transaction costs                                      1,194,652                   593,828
           Communications                                                               69,837                    32,983
           Occupancy and equipment                                                     107,515                    51,138
           Promotional costs                                                             3,919                         -
           Product development                                                         200,204                         -
           Interest expense                                                             11,516                     6,745
           Regulatory fees and expenses                                                 23,106                    20,550
           Amortization expense                                                        135,183                       553
           Other expenses                                                              337,738                   143,009
                                                                             ------------------        ------------------
                                                                                     3,842,075                 2,054,626
                                                                             ------------------        ------------------

         Income before income taxes                                                    760,708                   390,481

         Income tax provision                                                          293,604                   150,338
                                                                             ------------------        ------------------

         Net Income                                                                  $ 467,104                 $ 240,143
                                                                             ==================        ==================

         Earnings Per Share
           Basic                                                                     $    0.04                 $    0.03
                                                                             ==================        ==================
           Diluted                                                                   $    0.04                 $    0.03
                                                                             ==================        ==================
         Weighted average common shares outstanding
           Basic                                                                    11,229,475                 8,444,444
                                                                             ==================        ==================
           Diluted                                                                  11,497,950                 8,888,888
                                                                             ==================        ==================


</TABLE>












                                 See accompanying notes to financial statements.


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

<TABLE>
<CAPTION>



                                                                                         April 30, 2000           January 31, 2000
                                                                                       -------------------       -------------------
                                                                                           (unaudited)
<S>                                                                                    <C>                       <C>
ASSETS

      Current Assets
          Cash and cash equivalents                                                          $ 11,349,106              $ 15,127,790
          Receivable from clearing organization                                                   669,919                   759,183
          Securities owned, at market value                                                     4,163,794                   155,012
          Other current assets                                                                    272,436                   103,987
                                                                                       -------------------       -------------------
      Total Current Assets                                                                     16,455,255                16,145,972

      Property and Equipment, net                                                                 485,707                   400,776

      Intangible Assets, net                                                                    2,458,500                 2,592,600

      Other Assets                                                                                119,464                   221,456
                                                                                       -------------------       -------------------

TOTAL ASSETS                                                                                 $ 19,518,926              $ 19,360,804
                                                                                       ===================       ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities
          Current portion of capital lease payable                                           $    103,748                  $ 39,944
          Accounts payable and accrued liabilities                                              1,205,489                 1,291,317
          Income taxes payable                                                                    298,948                   653,141
          Securities sold but not yet purchased, at market value                                        -                    25,938
                                                                                       -------------------       -------------------
      Total Current Liabilities                                                                 1,608,185                 2,010,340
                                                                                       -------------------       -------------------

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

      Capital lease payable, net of current portion                                               165,304                    72,131
                                                                                       -------------------       -------------------

      Commitments and Contingencies (Note 7)

      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                                                                     1,653,195                 1,186,091
                                                                                       -------------------       -------------------

      Total Stockholders' Equity                                                               17,711,137                17,244,033
                                                                                       -------------------       -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 19,518,926              $ 19,360,804
                                                                                       ===================       ===================
</TABLE>










                                 See accompanying notes to financial statements.

                                                       2
<PAGE>
                                             onlinetradinginc.com corp.
                                    Statement of Changes in Stockholders' Equity
                                     For the Three Months Ended April 30, 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                                    -              -               -         467,104         467,104
                                  --------------- --------------  --------------  -------------- ---------------

 BALANCE, April 30, 2000              11,476,388      $ 114,763    $ 15,943,179     $ 1,653,195    $ 17,711,137
                                  =============== ==============  ==============  ============== ===============




</TABLE>


























                                 See accompanying notes to financial statements.



                                                       3
<PAGE>
                                              onlinetradinginc.com corp.
                                               Statements of Cash Flows
                                                    (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                              Three Months Ended
                                                                                                   April 30,
                                                                                 -------------------------------------------
                                                                                       2000                      1999
                                                                                 ------------------         ----------------

      <S>                                                                        <C>                        <C>

      CASH FLOWS FROM OPERATING ACTIVITIES
          Net income                                                                     $ 467,104                $ 240,143
          Adjustments to reconcile net income to net cash
          provided by operating activities:
             Depreciation and Amortization                                                 155,744                    8,744
             Deferred income taxes                                                               -                     (250)
             Other non-cash charges                                                         89,974                        -
             Changes in operating assets and liabilities:
                 Receivable from clearing organization                                      89,264                 (105,548)
                 Other receivables                                                               -                   (3,749)
                 Securities owned, at market value                                         (20,022)                 218,037
                 Other current assets                                                     (168,449)                   9,420
                 Other assets                                                              100,908                  (74,824)
                 Accounts payable and accrued liabilities                                  (85,828)                 (94,668)
                 Income taxes payable                                                     (354,193)                 104,788
                 Other current liabilities                                                       -                   33,869
                 Securities sold, but not yet purchased, at market value                   (25,938)                   9,600
                                                                                 ------------------         ----------------

                 NET CASH PROVIDED BY OPERATING ACTIVITIES                                 248,564                  345,562
                                                                                 ------------------         ----------------

      CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of property and equipment                                               (15,010)                 (36,231)
          Purchase of securities owned                                                  (3,988,760)                       -
                                                                                 ------------------         ---------------

                 NET CASH USED IN INVESTING ACTIVITIES                                  (4,003,770)                 (36,231)
                                                                                 ------------------         ----------------

      CASH FLOWS FROM FINANCING ACTIVITIES
          Repayment of capital lease obligation                                            (23,478)                       -
                                                                                 ------------------         ----------------


      Net increase (decrease) in cash and cash equivalents                              (3,778,684)                 309,331

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

      Cash and cash equivalents, end of period                                        $ 11,349,106             $  1,315,275

                                                                                 ==================         ================

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

      Supplemental Disclosure of Cash Flow Information
      ------------------------------------------------
      Cash paid for income taxes                                                      $    119,234             $     47,735
                                                                                 ==================         ================
      Cash paid for interest                                                          $     11,516             $      6,745
                                                                                 ==================         ================
</TABLE>


                                 See accompanying notes to financial statements.

                                                       4
<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                   Three Months Ended April 30, 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 April 30, 2000,  the results of operations for the
three  months  ended April 30, 2000 and 1999 and cash flows for the three months
ended April 30, 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 statments
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 April 30, 2000,  the
Company had net capital of  $14,488,480,  which was $14,370,247 in excess of its
required net capital of $118,233.  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 April 30, 2000 and January 31, 2000:

<TABLE>
<CAPTION>

                                                              April 30, 2000            January 31, 2000
                                                              --------------            ----------------
                  <S>                                         <C>                       <C>
                  Corporate stocks                            $       25,362             $        5,200
                  Obligations of U.S. Government                   4,138,432                    149,812
                                                              --------------            ----------------

                           Total                              $    4,163,794            $       155,012
                                                              ==============            ================

</TABLE>





                                        5

<PAGE>

                           onlinetradinginc.com corp.
                          Notes to Financial Statements
                   Three Months Ended April 30, 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:

                                                      Three months ended
                                                           April 30,
                                              ----------------------------------
                                                   2000               1999
                                              ---------------    ---------------
Numerator:
  Net earnings available to common
     shareholders                               $     467,104      $     240,143
                                              ===============    ===============
Denominator:
  Denominator for earnings per share - weighted
     average shares outstanding                    11,229,475          8,444,444
  Effect of dilutive securities - stock
     options                                           21,562               -
  Effect of shares subject to repurchase
     by the Company                                   246,913            444,444
                                              ---------------    ---------------

  Denominator for earnings per share - assuming
     dilution - adjusted weighted average shares
     outstanding                                   11,497,950          8,888,888
                                              ===============    ===============
Basic earnings per share                            $    0.04          $    0.03
                                              ===============    ===============
Diluted earnings per share                          $    0.04          $    0.03
                                              ===============    ===============



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 Months Ended April 30, 2000 and 1999
                                   (UNAUDITED)

NOTE 7 - 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.  Although the Company expects the Whighams to initiate an arbitration
proceeding,  as of the date of this  filing  the  Whighams  have not yet filed a
statement of claim or otherwise initiated arbitration.

         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,  fraud and
negligent supervision.  The Whighams seek total alleged damages of $566,345 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.

NOTE 8 - SUBSEQUENT EVENT

         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.










                                        7

<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 three months ended April 30, 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.

RECENT DEVELOPMENTS

         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.
We anticipate the agreement to close during July.  For more details regarding
the Merger Agreement please see the most recent Form 10-KSB.

RESULTS OF OPERATIONS

Three Months Ended April 30, 2000 Compared with Three Months Ended
April 30, 1999

REVENUES

         Total Revenues. The Company's total revenues for the three months ended
April 30, 2000  increased 88% from  $2,445,107  for the three months ended April
30, 1999 to $4,602,783 for the three months ended April 30, 2000.









                                        8

<PAGE>

         Commission  Revenue.  Commission revenue increased  $1,946,758,  or 95%
from  $2,059,756 for the three months ended April 30, 1999 to $4,006,514 for the
three months ended April 30,  2000.  The increase was the primary  result of the
acquisition of Newport Discount  Brokerage's clients as well as continued growth
of our customer base.

         Investment  Gains,  net. Our proprietary  trading net profits decreased
$117,234 to $197,675  for the three  months  ended April 30, 2000 as compared to
$314,909 for the three months ended April 30, 1999.

         Interest - Revenue  Sharing.  Interest  revenue  sharing  represents  a
revenue  sharing  agreement with our clearing  firm.  Interest  revenue  sharing
increased  by $70,560 to $129,158  for the three  months ended April 30, 2000 as
compared to $58,598 for the three months ended April 30, 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 $257,592
to $269,436 for the three months ended April 30, 2000 as compared to $11,844 for
the three months ended April 30, 1999. The increase was primarily as a result of
the  Company's   increased  cash  position  available  for  investment  and  the
prevailing interest rates.

EXPENSES

         Total Operating  Expenses.  Total operating  expenses  increased by 87%
from  $2,054,626 for the three months ended April 30, 1999 to $3,842,075 for the
three months ended April 30, 2000.

         Employee  Compensation and Benefits.  Employee compensation and related
benefits  increased by $563,546,  or 47%, from  $1,189,208  for the three months
ended April 30, 1999 to  $1,752,754  for the three  months ended April 30, 2000.
Included in this  amount is  commissions  paid to the  Company's  brokers  which
increased  $163,574  from  $773,166 for the three months ended April 30, 1999 to
$936,740 for the three months ended April 30, 2000 as a result of the  increased
commission  revenue.  We  anticipate  this expense to continue to increase as we
expand our business and customer  base,  however as a percentage  of  commission
revenue it should  continue  to decrease  due to the growth in online  generated
commissions.  Also included in this amount is commissions  paid to the Company's
traders which decreased by $36,698 to $69,393 for the three months ended April
30, 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 three months ended April 30, 1999
to 38% for the three months ended April 30, 2000.

         Floor Brokerage.  Floor brokerage decreased from $16,612 for the three
months ended April 30, 1999 to $5,651 for the three months ended April 30, 2000.










                                        9

<PAGE>

       Clearing and Other Transaction Costs.  Clearing and other transaction
costs represents  the cost to  execute  and  clear  customer  trades.  These
expenses increased $600,824, or 101%, from $593,828 to $1,194,652 as a result of
the increase in our volume of transactions and the acquisition of clients from
Newport Discount Brokerage, Inc. ("Newport").  As a percentage of commission
revenue for the three months ended April 30, 2000 clearing costs increased
slightly to 30% as compared to 29% for the three months ended April 30, 1999.
This percentage is anticipated to decrease with the conversion of former Newport
clients to the Company's current clearing agent in May 2000.

         Communications.  Communications costs increased $36,854 or 112% from
$32,983 for the three months ended April 30, 1999 to $69,837 for the three
months ended April 30, 2000.  This increase is primarily due to increased
customer trading activity.

         Occupancy and Equipment.  Occupancy and equipment expenses consist
primarily of rent and depreciation of fixed assets.  Occupancy and equipment
expenses increased $56,377 or 110%, from  $51,138  for the three months ended
April 30, 1999 to $107,515 for the three months ended April 30, 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
accomodate our growth.

         Promotional Costs.  Promotional costs consist of advertising and public
relations.  Promotional costs totaled $3,919 for the three months ended April
30, 2000.  There were no promotional costs for the three months ended April 30,
1999.

         Product  Development.  Product  development costs represent the cost to
develop our new order  execution  system.  These costs totaled  $200,204 for the
three  months  ended April 30,  2000.  There were no product development costs
for the three months ended April 30, 1999.

         Interest Expense. Interest expense increased $4,771 from $6,745 for the
three  months  ended April 30, 1999 to $11,516 for the three  months ended April
30, 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.  For the three months ended April 30, 2000
these costs increased $2,556 or 12%, from $20,550 for the three months ended
April 30, 1999 to $23,106 for the three months ended April 30, 2000.  This
increase is primarily due to increased assessment fees to the NASD based upon
the Company's increase in gross revenues.

         Amortization Expense.  Amortization expense increased $134,630 from
$553 for the three months ended April 30, 1999 to $135,183 for the three months
ended April 30, 2000.  The increase is due to the goodwill amortization related
to the acquisition of clients from Newport.

         Other Expenses.  Other expenses consist of all other expenses related
to the operation of the Company.  These expenses increased by $194,729 or 136%
from $143,009 for the three months ended April 30, 1999 to $337,738 for the
three months ended April 30, 2000.  This increase is primarily due to our
expansion and the Newport acquisition.








                                       10

<PAGE>

       Income  Taxes.  The Company  recorded a provision  for income  taxes of
$293,604  for the three  months ended April 30, 2000 as compared to $150,338 for
the three months ended April 30, 1999.  The  effective  tax rate was 39% for the
three months ended April 30, 2000 and April 30, 1999.

         As a result of the above, operating results improved from net income of
$240,143 for the three  months  ended April 30,  1999 to net income of  $467,104
for the three months ended April 30, 2000. This represents an increase of 95%.

LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 2000, the Company had cash and cash  equivalents of
$11,349,106, consisting of money market funds and short term commercial paper as
compared to $15,127,790 as of January 31, 2000.

         Cash  provided by operating  activities  was $248,564 and $345,562 for
the three months ended April 30, 2000 and 1999, respectively.

         Cash used in investing activities was $4,003,770 and $36,231 for the
three months ended April 30, 2000 and 1999, respectively.  The primary use of
cash for the three months ended April 30, 2000 was for the purchase of a
treasury note as a short-term investment.

         As a result, the Company had a net decrease in cash and cash
equivalents of $3,778,684  for the three months ended April 30, 2000 compared to
a net increase of $309,331 for the three months ended April 30, 1999.

         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 April 30, 2000, the Company had net capital of $14,488,480,
which was $14,370,247  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 April 30, 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.







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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.

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 effected by management's ability to: (1) complete its expansion
in a timely  fashion,  (2) manage and operate its facility as expanded,
(3) increase its marketing and sales efforts, and (4) maintain its existing
customers.  There can be no assurance that the Company will be successful in
completing its proposed expansion, or, if completed, that it will be successful
in efficiently managing its growth in order to maximize potential transaction
volume.






























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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.  Although we expect the
Whighams to initiate an  arbitration  proceeding,  as of the date of this filing
the  Whighams  have not yet filed a statement  of claim or  otherwise  initiated
arbitration.

         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,  fraud and
negligent supervision.  The Whighams seek total alleged damages of $566,345 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                     549,000
                   Increase Net Capital                                1,500,000









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<PAGE>

                   Additional Management & Personnel                      60,000
                   Expansion Client Services                              15,000
                   Network Expansion & Upgrade                            10,000
                   Year 2000 Readiness and Testing                        25,000
                   Working Capital                                       120,000
                   Acquisition & Non-compete Agreements                2,682,000
                                                                       ---------

                   Total use of proceeds to date                      $5,011,000
                                                                      ==========

         The balance of the net proceeds has been invested in short-term
commercial paper 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 16.1 - Letter on Change in  Certifying  Accountant  (filed with
         the Securities and Exchange Commission as exhibit 16.1 to the Company's
         Form 8-K on February 11, 2000).

         Exhibit 27 - Financial Data Schedule

(b)      Form 8-K filing during the quarter ended April 30, 2000.
         The Company filed a Form 8-K, dated  February 11, 2000,  concerning the
         change in certifying accountant.


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.

July 17, 2000                       By: /s/ Andrew A. Allen
-----------------------             --------------------------------------------
Date                                Andrew A. Allen, Chief Executive Officer


July 17, 2000                       By: /s/ E. Steven zum Tobel
-----------------------             --------------------------------------------
Date                                E. Steven zum Tobel, President and Chief
                                    Financial Officer






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