<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM 10-QSB-A/2

[Mark One}

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended SEPTEMBER 30, 2000
                                                ------------------

[_]  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:  0-25203
                              -------

                            OMNICOMM SYSTEMS, INC.
                            ----------------------

                (Name of small business issuer in its charter)

                 Delaware                             11-3349762
                 --------                             ----------
         (State of incorporation)             (IRS employer Ident. No.)

     3250 Mary Street, #402, Miami, FL                   33133
     ----------------------------------                  -----
       (Address of principal office)                   (Zip Code)

     Registrant's telephone number:  (305) 448-4700

          Indicate by check mark whether the Registrant: (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Exchange Act
     during the past 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 ____
                                           ---

          The number of shares outstanding of each of the issuer's classes of
     equity as of September 30, 2000: 6,704,729 common stock $.001 par value,
     4,356,948 preferred stock no par value.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                September 30,                December 31,
                                                                     2000                        1999
                                                                  (Unaudited)
<S>                                                             <C>                        <C>
                                             ASSETS
                                             ------
CURRENT ASSETS
          Cash                                                   $     3,789                   $ 1,127,263
          Accounts receivable                                         46,869                         8,458
          Inventory                                                    4,670                        10,166
          Prepaid expenses                                            12,494                           -0-
          Total current assets                                        67,822                     1,145,887
                                                                 -----------                   -----------

Property and equipment, net                                          584,349                       353,183

OTHER ASSETS
          Equity investment in EMN                                   335,000                           -0-
          Shareholder loans                                              -0-                         3,406
          Intangible assets, net                                     105,939                       169,629
          Goodwill, net                                              118,916                       237,832
          Other assets                                                39,802                        26,960
                                                                 -----------                   -----------
TOTAL ASSETS                                                     $ 1,251,828                   $ 1,936,897
                                                                 ===========                   ===========

                              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                              ----------------------------------------------
CURRENT LIABILITIES
          Accounts payable and accrued expenses                  $ 1,222,877                   $   284,481
          Notes payable - current                                    512,500                       177,500
          Deferred revenue                                            39,376                           -0-
          Sales tax payable                                              -0-                         1,818
                                                                 -----------                   -----------
          Total current liabilities                                1,774,753                       463,799

Convertible Notes                                                    462,500                       862,500
                                                                 -----------                   -----------
TOTAL LIABILITIES                                                  2,237,253                     1,326,299
                                                                 -----------                   -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
          Preferred stock - 10,000,000 shares                      4,002,265                     3,872,843
          authorized, 4,356,948 and 4,117,500 issued
          and outstanding, respectively at $0.00 par
          value
          Common stock - 20,000,000 shares                             7,326                         3,344
          authorized, 7,325,680 and 3,344,066 issued,
          respectively, at $.001 par value
          Additional paid in capital                               2,849,321                       238,007
          Retained earnings (deficit)                             (7,549,285)                   (2,652,644)
          Less cost of treasury stock: Common -                     (293,912)                          -0-
          620,951 and -0- shares respectively
          Stock subscription receivable                               (1,140)                     (850,952)
                                                                 -----------                   -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                (986,025)                      610,598
                                                                 -----------                   -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)             $ 1,251,828                   $ 1,936,897
                                                                 ===========                   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          For the nine months ended                     For the three months ended
                                                                September 30,                                  September 30,
                                                           2000                  1999                    2000                  1999
                                                           ----                  ----                    ----                  ----
<S>                                                <C>                   <C>                     <C>                     <C>
Revenues                                           $     51,914          $  1,156,937            $     11,154            $  244,536
Cost of sales                                            43,436               821,803                  (3,088)              187,279
                                                   ------------          ------------            ------------            ----------

Gross margin                                              8,478               335,134                  14,242                57,257

Other expenses
Salaries, benefits and related taxes                  2,373,022               426,067                 861,694               194,801
Rent                                                    203,250                44,903                  40,842                17,349
Consulting - medical advisory                           117,667               159,345                  28,667               159,345
Consulting - marketing sales                             83,033               198,780                   6,000               (11,322)
Consulting - product development                         59,365                 6,036                  22,945                 6,036
Legal and professional fees                             533,047                84,301                 127,069                13,027
Travel                                                  331,671               206,234                  21,228               100,544
Telephone and internet                                  167,821                29,613                  26,474                20,135
Factoring fees                                              -0-                 4,571                     -0-                    71
Selling, general and administrative                     527,362               206,242                 119,840                52,461
Interest expense, net                                    62,492                51,077                  20,512                21,638
Depreciation and amortization                           291,468               224,176                  96,999                84,780
                                                   ------------          ------------            ------------            ----------
Total other expenses                                  4,750,198             1,641,345               1,372,270               658,865
                                                   ------------          ------------            ------------            ----------

(Loss) before taxes and preferred                    (4,741,720)           (1,306,211)             (1,358,028)             (601,608)
dividends

Income tax expense (benefit)                                -0-                   -0-                     -0-                   -0-

Preferred stock dividends                              (154,921)                  -0-                 (53,353)                   -0-
                                                   ------------          ------------            ------------            ----------

Net(loss)                                          $ (4,896,641)         $ (1,306,211)           $ (1,411,381)           $ (601,608)
                                                   ============          ============            ============            ==========

Net (loss) per share                               $      (0.90)         $      (0.79)           $      (0.23)           $    (0.32)
                                                   ============          ============            ============            ==========
Weighted average number of shares
outstanding                                           5,437,653             1,655,612               6,182,576             1,895,247
                                                   ============          ============            ============            ==========
</TABLE>

  The accompanying notes are an integral part of these financial statements.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           For the nine months ended
                                                                 September 30,
                                                                   2000                           1999
                                                                   ----                           ----
<S>                                                        <C>                            <C>
Cash Flows From Operating Activities
Net (loss)                                                  $(4,896,641)                  $(1,306,211)
Adjustment to reconcile net loss to net cash
Common stock issued for services                                278,855                            -0-
Preferred stock issued for services                             190,172                            -0-
Accrued placement agent fee                                     (38,500)                           -0-
Depreciation and amortization                                   291,468                       224,176
Changes in operating assets and liabilities, net of
effects of acquisition of Education Navigator, Inc.
          Accounts receivable                                   (38,411)                       42,002
          Inventory                                               5,496                         3,082
          Prepaid expenses                                      (12,494)                           -0-
          Shareholder loans                                       3,406                            -0-
          Other assets                                          (12,842)                        2,500
          Accounts payable and accrued expenses                 938,396                      (146,167)
          Sales tax payable                                      (1,818)                      (28,505)
          Deferred revenue                                       39,376                            -0-
          Due to factoring agent                                     -0-                     (139,012)
                                                             ----------                   -----------
Net cash (used) in operating activities                      (3,253,537)                   (1,348,135)
Cash Flows from Investing Activities
          Equity investment in European Medical Networks       (335,000)                           -0-
          Purchase of WebIPA                                      5,033                            -0-
          Purchase of property and equipment                   (333,911)                     (222,808)
                                                             ----------                   -----------
Net cash (used) in investing activities                        (663,878)                     (222,808)
Cash Flows from Financing Activities
          Net proceeds from convertible notes                        -0-                      742,875
          Proceeds from notes payable                           680,000                            -0-
          Proceeds from the issuance of preferred stock,        789,250                     1,244,910
          net of issuance costs
          Issuance of common stock                              385,284                       103,595
          Proceeds from stock warrant exercise                  963,668                            -0-
          Proceeds from stock option exercise                    20,739                            -0-
          Payments on notes payable                             (45,000)                     (377,500)
                                                             ----------                   -----------
Net cash provided by financing activities                     2,793,941                     1,713,880
                                                             ----------                   -----------

Net increase (decrease) in cash and cash equivalents         (1,123,474)                      142,937
Cash and cash equivalents at beginning of period              1,127,263                        44,373
                                                             ----------                   -----------
Cash and cash equivalents at end of period                       $3,789                   $   187,310
                                                             ==========                   ===========
</TABLE>
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (countinued)

Supplemental disclosures of cash flow information:
          Cash paid during the period for:
                Income Taxes                           $      0      $      0
                                                       ========      ========
                Interest                               $ 26,736      $ 27,982
                                                       ========      ========


Non Cash Investing and Financial Transactions,                  March 31, 2000
                                                                --------------
          Acquisition of all of the outstanding common
          Stock of WebIPA, Inc. during the quarter
          Ended March 31, 2000
                Assets acquired, fair value                     $    5,033
                Cash acquired                                        5,033
                                                                ----------
                Net cash paid for acquisition                   $      -0-
                                                                ==========

In addition, the Company re-acquired 600,000 shares of its common stock that had
been provided to WebIPA in October 1999 as a deposit towards the consummation of
a transaction in which the Company would acquire all of the common stock of
WebIPA. The re-acquired shares have been accounted for as treasury stock.

During the nine months ended September 30, 2000, $400,000 of convertible notes
payable were converted into 320,000 shares of common stock.

During the nine months ended September 30, 2000, 1,018,604 incentive stock
options were exercised. The options were exercised utilizing stock appreciation
rights. The net proceeds to company would have been $293,312. The company
recorded a treasury stock transaction in the amount of $293,312 to account for
the stock appreciation rights.

The accompanying notes are an integral part of these financial statements.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   5% Series A
                                                                   Convertible
                                 Common Stock     Additional     Preferred Stock    Retained                               Total
                             Number of    $.001    Paid In    Number of             Earnings    Subscription Treasury  Shareholders'
                               Shares   Par Value  Capital     Shares    $0.00 Par  (Deficit)    Receivable   Stock       Equity
                               ------   ---------  -------     ------    ---------  ---------    ----------   -----       ------
<S>                          <C>        <C>       <C>         <C>       <C>        <C>          <C>          <C>       <C>
Balances at December 31,     1,343,000   $1,343    $132,213         -0- $      -0- $  (311,407)   $    (952)  $ -0-     $  (178,803)
1998

Issuance of common stock       250,000      250                                                                                 250

Issuance of common stock        86,400       86      56,059                                                                  56,145
for services

Issuance of common stock       300,000      300       2,700                                                                   3,000

Issuance of common stock        68,000       68      44,132                                                                  44,200
for services
Issuance of common stock     1,296,666    1,297       2,903                                                                   4,200

Issuance of preferred                                         4,117,500  3,872,843                 (850,000)              3,022,843
stock, net of $134,590 in
issuance costs

Net loss for the year                                                               (2,341,237)                          (2,341,237)
ended December 31, 1999

Balances at December 31,     3,344,066    3,344     238,007   4,117,500  3,872,843  (2,652,644)    (850,952)    -0-         610,598
1999
</TABLE>
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   5% Series A
                                                                   Convertible
                                 Common Stock     Additional     Preferred Stock    Retained                               Total
                             Number of    $.001    Paid In    Number of             Earnings   Subscription   Treasury Shareholders'
                               Shares   Par Value  Capital     Shares    $0.00 Par  (Deficit)   Receivable     Stock      Equity
                               ------   ---------  -------     ------    ---------  ---------   ----------     -----      ------
<S>                          <C>        <C>       <C>         <C>       <C>        <C>         <C>          <C>        <C>
Issuance of common stock        40,000         40    89,960                                                                  90,000
for services

Issuance of common stock       284,166        284                                                                               284

Exercise of stock options    1,025,895      1,026   297,024                                                                 298,050

Purchase of treasury           (20,951)                                                                      (293,312)     (293,312)
stock in connection with
stock appreciation rights


Payment of subscription                                                                             850,000                 850,000
receivable

Acquisition of WebIPA,       1,200,000      1,200     4,433                                                                   5,633
Inc.

Common stock re-acquired      (600,000)                                                                          (600)         (600)
in the acquisition of
WebIPA

Issuance of preferred                                           146,000    146,000                                          146,000
</TABLE>
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   5% Series A
                                                                   Convertible
                                 Common Stock     Additional     Preferred Stock    Retained                               Total
                             Number of    $.001    Paid In    Number of             Earnings   Subscription   Treasury Shareholders'
                               Shares   Par Value  Capital     Shares    $0.00 Par  (Deficit)   Receivable     Stock      Equity
                               ------   ---------  -------     ------    ---------  ---------   ----------     -----      ------
<S>                          <C>        <C>       <C>         <C>       <C>        <C>         <C>            <C>        <C>
stock

Issuance costs                                                            (206,750)                                        (206,750)

Exercise of stock options      20,000          20     15,980                                                                 16,000

Exercise of stock warrants    481,834         482    963,186                                                                963,668

Conversion of convertible     320,000         320    399,680                                                                400,000
notes payable

Exercise of stock warrants    187,954         188                                                     (188)                     -0-

Conversion of preferred        66,667          67     99,933   (100,000)  (100,000)                                             -0-
stock to common stock

Conversion of notes            91,608          92    206,026                                                                206,118
payable to common stock

Issuance of common stock       70,990          71    188,784                                                                188,855
for services

Issuance of common stock,     192,500         192    346,308                                                                346,500
net of issuance
</TABLE>
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000
                                  (unaudited)


<TABLE>
<CAPTION>
                                                             5% Series A Convertible
                               Common Stock      Additional     Preferred Stock      Retained                             Total
                          Number of     $.001     Paid In    Number of               Earnings   Subscription  Treasury Shareholders'
                            Shares    Par Value   Capital     Shares    $0.00 Par    (Deficit)   Receivable    Stock      Equity
                            ------    ---------   -------     ------    ---------    --------    ----------    -----      ------
<S>                       <C>         <C>        <C>        <C>         <C>         <C>         <C>           <C>      <C>
costs of $38,500

Issuance of preferred                                          126,781     190,172                                          190,172
stock for services

Conversion of notes                                             66,667     100,000                                          100,000
payable to preferred stock

Net loss for the quarter                                                             (4,896,641)                         (4,896,641)
                                                                                     -----------                         -----------
ended March 31, 2000

Balances at June 30, 2000  6,704,729   $7,326   $2,849,321   4,356,948  $4,002,265  $(7,549,285)  $(1,140)   $(293,912)   $(985,425)
                           =========   ======   ==========   =========  ==========  ============  ========   ==========   ==========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)

NOTE 1:     ORGANIZATION AND NATURE OF OPERATIONS
            -------------------------------------

            OmniComm Systems, Inc. (the Company) was originally incorporated in
            Florida in February 1997. The Company provides Internet based
            database applications that integrate significant components of the
            clinical trial process, including the collection, compilation and
            validation of data over the Internet. The Company's primary products
            include TrialMaster(R) and WebIPA(TM).

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            ------------------------------------------

            CASH AND CASH EQUIVALENTS
            -------------------------

            Cash equivalents consist of highly liquid, short-term investments
            with maturities of 90 days or less. The carrying amount reported in
            the accompanying balance sheets approximates fair value.

            CONSOLIDATION
            -------------

            The Company's accounts include those of its two wholly owned
            subsidiaries, OmniCommerce and OmniTrial B.V. All significant
            intercompany transactions have been eliminated in consolidation.

            ACCOUNTS RECEIVABLE
            -------------------

            Accounts receivable are judged as to collectibility by management
            and an allowance for bad debts is established as necessary. As of
            each balance sheet date, no reserve was considered necessary.

            EARNINGS PER SHARE
            ------------------

            The Financial Accounting Standards Board issued Statement of
            Financial Accounting Standards ("SFAS") No. 128, "Earnings per
            Share." SFAS 128 replaced the previously reported primary and fully
            diluted earnings per share with basic and diluted earnings per
            share. Unlike primary earnings per share, basic earnings per share
            excludes any dilutive effects of options, warrants, and convertible
            securities. The diluted earnings per share calculation is very
            similar to the previously fully diluted earnings per share
            calculation method. SFAS 128 became effective December 31, 1997.

            Basic earnings per share were calculated using the weighted average
            number of shares outstanding of 5,437,653 and 1,655,612 for the nine
            months ended September 30, 2000 and 1999; and 6,182,576 and
            1,895,247 for the three months ended September 30, 2000 and 1999,
            respectively. There were no differences between basic and diluted
            earnings per share. Options to purchase 4,049,669 shares of common
            stock at prices ranging from $.25 to $6.50 per share were
            outstanding during both periods, but were not included in the
            computation of diluted earnings per share because the options have
            an anti-dilutive effect. The effect of the convertible debt and
            convertible preferred stock are anti-dilutive.

            5% SERIES A CONVERTIBLE PREFERRED STOCK
            ---------------------------------------

            During the year ended December 31, 1999, the Company designated
            5,000,000 shares of its 10,000,000 authorized preferred shares as 5%
            Series A Convertible Preferred Stock. Each share is convertible into
            common stock at $1.50 per share. In the event of liquidation, these
            shareholders will be entitled to receive in preference to the
            holders of common stock an amount equal to their original purchase
            price plus all accrued but unpaid dividends. Dividends are payable
            at the rate of 5% per annum, payable semi-annually.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)

            ADVERTISING
            -----------

            Advertising costs are expensed as incurred. Advertising costs were
            $126,093 and $2,197 for the nine months ended September 30, 2000 and
            1999 respectively.

            RECLASSIFICATIONS
            -----------------

            Certain items from prior periods within the financial statements
            have been reclassified to conform to current period classifications.

            INTANGIBLE ASSETS AND GOODWILL
            ------------------------------

            Included in Intangible Assets are the following assets:

                                                   September 30, 2000
                                                       Accumulated
                                           Cost       Amortization
                                           ----       ------------
            Covenant not to compete      $120,000       $ 120,000
            Software development costs     87,500          65,625
            Organization costs                539             494
            Debt acquisition costs        119,625          41,869
            Trademarks                      1,363               0
            Patents                         4,901               0
                                         --------       ---------
                                         $333,928       $ 227,988
                                         ========       =========


                                                   December 31, 1999
                                                       Accumulated
                                           Cost       Amortization
                                           ----       ------------
            Covenant not to compete     $120,000          $ 90,000
            Software development costs    87,500            43,750
            Organization costs               539               360
            Debt acquisition costs       119,625            23,925
                                        --------          --------
                                        $327,664          $158,035
                                        ========          ========

            The covenant not to compete and the software development costs were
            acquired as a result of the acquisition of Education Navigator, Inc.
            (EdNav) on June 26, 1998. The covenant is for a two-year period and
            is being amortized ratably over that time. The software development
            costs were capitalized and are being amortized ratably over a three-
            year period, as that is the expected life of the various products.
            Amortization expense was $30,000 on the covenant not to compete, and
            $21,875 for software development costs for the nine months ended
            September 30, 2000.

            During the first nine months of 1999, the Company issued Convertible
            Notes totaling $862,500. The fees of $119,625 associated with these
            notes are being amortized ratably over the term of the notes, which
            is five years. Amortization expense of the debt acquisition costs
            totaled $17,944 for the nine months ended September 30, 2000.

            Included in Goodwill, as a result of the EdNav acquisition at
            September 30, 2000 and December 31, 1999 is the cost of $475,665 and
            accumulated amortization of $356,749 and $237,833 respectively. The
            goodwill is being amortized ratably over a period of three years.
            Goodwill amortization totaled $118,916 for the nine months ended
            September 30, 2000.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)

            PROPERTY AND EQUIPMENT, AT COST
            -------------------------------

            Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                            September 30, 2000                           December 31, 1999
                                            ------------------                           -----------------
                                                     Accumulated                             Accumulated
                                                     -----------                             -----------
                                           Cost     Depreciation             Cost           Depreciation
                                           ----     ------------             ----           ------------
                  <S>                     <C>       <C>                    <C>              <C>
                  Computer and
                  Office equipment        440,858        $ 79,660          $195,340             $30,146
                  Leasehold
                  Improvements              1,699             114                 0                   0
                  Computer software       228,262          48,596           167,220               1,034
                  Office furniture         49,093           7,193            23,070               1,267
                                          -------        --------          --------             -------

                                         $719,912        $135,563          $385,630             $32,447
                                         =========   ============          ========             =======
</TABLE>

                  Renewals and betterments are capitalized; maintenance and
                  repairs are expensed as incurred.

                  Depreciation is calculated using the straight-line method over
                  the asset's estimated useful life, which is 5 years for
                  leasehold improvements, equipment and furniture and 3 years
                  for software.

                  Depreciation expense for the nine months ended September 30,
                  2000 and 1999 was $99,539 and $20,307 respectively.

                  REVENUE RECOGNITION POLICY
                  --------------------------

                  The Company recognizes sales, for both financial statement and
                  tax purposes, when its products are shipped and when services
                  are provided.

                  ESTIMATES IN FINANCIAL STATEMENTS
                  ---------------------------------

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities at the date of the financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting period. Actual results could differ from
                  those estimates.

                  INCOME TAXES
                  ------------

                  The Company accounts for income taxes in accordance with
                  Statement of Financial Accounting Standards No. 109,
                  "Accounting for Income Taxes." SFAS 109 has as its basic
                  objective the recognition of current and deferred income tax
                  assets and liabilities based upon all events that have been
                  recognized in the financial statements as measured by the
                  provisions of the enacted tax laws.

                  Valuation allowances are established when necessary to reduce
                  deferred tax assets to the estimated amount to be realized.
                  Income tax expense represents the tax payable for the current
                  period and the change during the period in the deferred tax
                  assets and liabilities.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)

            STOCK OPTION PLAN
            -----------------

            In 1998 the Company initiated a stock option plan. The Plan provides
            for granting Incentive Stock Options, Nonqualified Stock Options,
            Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock
            Unit Awards and Performance Share Units.

            During the second and third quarters of 1999, the Company issued
            86,377 and 68,000, respectively, common shares to employees and
            advisors under its stock bonus arrangement. The Company adopted SFAS
            123 to account for its stock based compensation plans. SFAS 123
            defines the "fair value based method" of accounting for stock based
            compensation. Under the fair value based method, compensation cost
            is measured at the grant date based on the value of the award and is
            recognized over the service period. In accordance with this method,
            the Company recognized expense of $56,145 and $44,200, respectively,
            during the second and third quarters of 1999, and $41,980 during the
            third quarter of 2000.

            As of September 30, 2000 the Company had issued 4,049,677 options to
            purchase common stock at prices ranging from $0.25 to $6.50 per
            share with expiration dates through December 16, 2010.

NOTE 3:     OPERATIONS AND LIQUIDITY
            ------------------------

            The Company has incurred substantial losses in 1999 and 2000. Until
            such time that the Company's products and services can be
            successfully marketed the Company will continue to need to fulfill
            working capital requirements through the sale of stock and the
            issuance of debt. The inability of the company to continue its
            operations, as a going concern would impact the recoverability and
            classification of recorded asset amounts.

            The ability of the Company to continue in existence is dependent on
            its having sufficient financial resources to bring products and
            services to market for marketplace acceptance. As a result of its
            significant losses, negative cash flows from operations, and
            accumulated deficits for the periods ending September 30, 2000,
            there is doubt about the Company's ability to continue as a going
            concern.

            Management believes that its current available working capital,
            anticipated contract revenues and subsequent sales of stock and or
            placement of debt instruments will be sufficient to meet its
            projected expenditures for a period of at least twelve months from
            September 30, 2000.

NOTE 4:     ACQUISITION
            -----------

            WebIPA, Inc. Acquisition
            ------------------------

            On February 9, 2000, the Company acquired WebIPA, Inc., a Florida
            corporation pursuant to an Agreement and Plan of Acquisition dated
            January 26, 2000. In consideration of receiving all of the issued
            and outstanding shares of WebIPA Inc., OmniComm issued 1,200,000
            restricted shares of common stock to the shareholders of WebIPA Inc.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)

NOTE 5:     EQUITY INVESTMENT
            -----------------

            European Medical Network (EMN) Investment, at cost
            --------------------------------------------------

            On March 20, 2000 the Company entered into a stock purchase
            agreement under which it agreed to purchase a 25% interest in
            Medical Network AG EMN, a Swiss company ("EMN"). The agreement, set
            to close on April 20, 2000, provided that the purchase price for 25%
            of EMN's stock equity was $838,500 to be paid partly in cash and
            stock. Two cash payments totaling US $645,000 were to be paid in
            installments as follows: $335,000 on March 20, 2000, upon which EMN
            would deliver 10% of its stock equity, and $310,000 on April 20,
            2000, upon which EMN would deliver the remaining 15% of its stock
            equity. In addition, the Company was to provide 41,883 shares of
            restricted common stock to EMN. Pursuant to the terms of the stock
            purchase agreement, on March 20, 2000, EMN's shareholders entered
            into an agreement that provided for the Company to have one seat on
            EMN's board of directors and the right to veto any sale of equity in
            excess of 49% of the total issued and outstanding equity of EMN.

            On March 20, 2000, the Company paid EMN $335,000, received 10% of
            EMN's equity and a seat on EMN's board. On April 20, 2000, the
            Company did not make the second payment of $310,000 or the stock
            payment of 41,883 shares to EMN and the stock purchase agreement did
            not close. However, on July 11, 2000, the Company and EMN agreed to
            renegotiate the terms of their agreement subject to the Company's
            success in finding adequate financing. As part of the renegotiation
            the Company has resigned its seat on EMN's board and offered to sell
            its 10% interest back to EMN. The Company accounts for its
            investment in EMN under the cost method of accounting.

NOTE 6:     NOTES PAYBLE
            ------------

            Education Navigator
            -------------------

            As of September 30, 2000, the Company owed $157,500 to the selling
            stockholders of Education Navigator. The notes are payable over two
            years and bear interest at 5.51% annually. The amount payable during
            fiscal 2000 is $177,500. At August 15, 2000 the Company was in
            default under the terms of the promissory notes governing the debt.
            In accordance with the terms of the promissory note the Company will
            pay a late charge equal to 5% of the $177,500 due at maturity, June
            26, 2000. In addition, the interest rate on the note will increase
            to the maximum rate allowed by law in the State of Florida.

            Short-term Borrowings
            ---------------------

            At September 30, 2000 the Company owed $355,000 under short-term
            notes payable. The notes bear interest at rates ranging from 8% to
            12%. The average term of the promissory notes is 40 days. One of the
            notes is collateralized by common stock owned by an Officer of the
            Company, the other three notes are not collateralized. The note
            holders were granted stock warrants in the Company at a price of
            $2.25 per share. As of September 30, 2000 the Company was in default
            on the two of the notes with face value amounts of $200,000 and
            principal owed of approximately $175,000.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)


NOTE 7:  CONVERTIBLE NOTES
         -----------------

         During the first quarter of 1999, the Company issued Convertible Notes
         Payable in the amount of $862,500 pursuant to a Confidential Private
         Placement Memorandum. There were costs of $119,625 associated with this
         offering. The Company also granted the agent the option to purchase
         250,000 common shares at $.001. The agent exercised the option. The net
         proceeds to the Company were $742,875. The notes bear interest at ten
         percent annually, payable semi-annually. The notes are convertible
         after maturity, which is five years, into shares of common stock of the
         Company at $1.25 per share, including registration rights. As of
         September 30, 2000 approximately $400,000 of the Convertible Notes had
         been converted into 320,000 shares of common stock of the Company.

NOTE 8:  COMMITMENTS AND CONTINGENCIES
         -----------------------------

         The Company currently leases office space requiring minimum annual base
         rental payments for the fiscal periods shown as follows:

                       2000    $  38,221
                       2001      142,341
                       2002      139,965
                       2003            0
                       2004            0
                               ---------
                       Total   $ 320,527
                               =========

         In addition, to annual base rental payments, the company must pay an
         annual escalation for operating expenses as determined in the lease.

NOTE 9:  RELATED PARTY TRANSACTIONS
         --------------------------

         The Company was owed $0 and $3,406 at September 30, 2000 and December
         31, 1999, respectively, from a shareholder. The interest rate was 6%
         annually.

NOTE 10: POST-RETIREMENT EMPLOYEE BENEFITS
         ---------------------------------
         The Company does not have a policy to cover employees for any health
         care or other welfare benefits that are incurred after employment
         (post-retirement). Therefore, no provision is required under SFAS's
         106 of 112.

NOTE 11: INCOME TAXES
         ------------
         Income taxes are accrued at statutory US and state income tax rates.
         Income tax expense is as follows:

                                                   9/30/00           9/30/99
                                                   -------           -------
         Current tax expense (benefit):
                  Income tax at statutory rates   $       -0-     $       -0-
         Deferred tax expense (benefit):
                  Amortization of goodwill and
                    Covenant                          (72,458)        (25,038)
         Operating loss carryforward               (1,792,607)        (10,154)
                                                  -----------      ----------
                                                    1,865,065          35,192
         Valuation allowance                       (1,865,065)        (35,192)
                                                  -----------      -----------
         Total tax expense (benefit)                      -0-             -0-
                                                  ===========      ===========
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                              September 30, 2000
                                  (unaudited)




         The tax effect of significant temporary differences, which comprise the
         deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                      9/30/00               12/31/99
                                                                      -------               --------

<S>                                                   <C>                     <C>
         Deferred tax assets:
           Amortization of intangibles                  $             226,120    $           153,662
           Operating loss carryforwards                             2,716,356                923,749
                                                        ---------------------    -------------------
                  Gross deferred tax assets                         2,942,476              1,077,411
                  Valuation allowance                              (2,942,476)            (1,077,411)
                                                        ----------------------   -------------------
                  Net deferred tax asset                                  -0-                    -0-
                                                        ======================   ===================
</TABLE>

NOTE 12: INTERIM FINANCIAL REPORTING
         ---------------------------

         The unaudited financial statements of the Company for the period from
         January 1, 2000 to September 30, 2000 and January 1, 1999 to September
         30, 1999 have been prepared by management from the books and records of
         the Company, and reflect, in the opinion of management, all adjustments
         necessary for a fair presentation of the financial position and
         operations of the Company as of the period indicated herein, and are of
         a normal recurring nature.
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains "forward
looking statements". These statements can often be identified by the use of
forward-looking terminology such as "estimate", "project", "believe", "expect",
"may", "will", "should", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We wish to caution the reader
that these forward-looking statements, such as statements relating to timing,
costs and of the acquisition of, or investments in, existing business, the
revenue profitability levels of such businesses, and other matters contained in
this Quarterly Report regarding matters that are not historical facts, are only
predictions. No assurance can be given that plans for the future will be
consummated or that the future results indicated, whether expressed or implied,
will be achieved. While sometimes presented with numerical specificity, these
plans and projections and other forward-looking statements are based upon a
variety of assumptions, which we consider reasonable, but which nevertheless may
not be realized. Because of the number and range of the assumptions underlying
our projections and forward-looking statements, many of which are subject to
significant uncertainties and contingencies that are beyond our reasonable
control, some of the assumptions inevitably will not materialize, and
unanticipated events and circumstances may occur subsequent to the date of this
Quarterly Report. Therefore, our actual experience and results achieved during
the period covered by any particular projections or forward-looking statements
may differ substantially from those projected. Consequently, we or any other
person that these plans will be consummated or that estimates and projections
will be realized, and actual results may vary materially should not regard the
inclusion of projections and other forward-looking statements as a
representation. There can be no assurance that any of these expectations will be
realized or that any of the forward-looking statements contained herein will
prove to be accurate.

RESULTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

Revenues:

Total revenues decreased to $51,914 from $1,156,937 for the nine months ended
September 30, 2000 compared to the corresponding period in fiscal year 1999. The
substantial decrease in revenue can be attributed to the Company changing its
focus from computer systems integration to the development and marketing of
Internet based database products for the clinical trial industry.

All of the Company's revenue for 1999 can be attributed to its systems
integration business. The Company has earned approximately $4,167 in revenue
from its clinical trial operations during fiscal 2000. The Company anticipates
that substantially all of its future revenues will come from the sale and
servicing of its Internet based solutions to the clinical trial industry.
Revenue sources will include short and long-term consulting engagements
associated with the Company's on-going pharmaceutical and health care industry
clients.

Cost of Sales:

Total cost of sales decreased to $43,436 from $821,803 for the nine months
ending September 30, 2000 compared to the corresponding period in fiscal year
1999. The decrease in cost of sales can be attributed to the Company's decision
to redeploy its resources to the development and marketing of the TrialMaster
Internet and WebIPA systems. The Company experienced a decrease in product and
service revenues in connection with the change in strategic focus and therefore
a corresponding decrease in cost of goods sold. The Company anticipates that its
cost of sales will increase as it increases revenues generated from its clinical
trial operations.
<PAGE>

Other Expenses:

Salaries and Wages. Salaries and wages increased to $2,373,022 from $426,067 for
the nine-month period ending September 30, 2000 compared to the corresponding
period in fiscal year 1999. The Company currently has twenty-seven employees
compared to fifteen for the comparable period in fiscal 1999. All of the
Company's employees are directly involved in the development, marketing, and
implementation of the TrialMaster and WebIPA systems.

Selling, General and Administrative. Selling, general and administrative
expenses which includes; rent, telephone and Internet expenses and travel,
increased to $1,230,104 from $491,563 for the first nine months of the fiscal
year 2000 compared to the corresponding period in fiscal year 1999. The
substantial increase in selling, general and administrative expenses can be
attributed to the increase in resources expended related to the development and
marketing of the Company's TrialMaster and WebIPA systems. The Company
experienced increases in its travel and general and administrative expenses in
connection with its decision to execute its Internet strategy. The Company
incurred significantly higher telephone and Internet access expenses related to
its move to an Internet based operating strategy. Rents increased during the
first nine months in fiscal 2000 due to the opening of a Research and
Development facility in Tampa, Florida, and the establishment of OmniTrial B.V.,
a wholly-owned subsidiary, in Amsterdam, The Netherlands.

Legal and Professional Fees. Legal and professional fees increased to $533,047
from $84,301 for the first nine months of fiscal 2000 compared to the comparable
period in fiscal 1999. The increase is primarily attributable to Investment
Banking and Financial Advisory fees paid to an investment bank in conjunction
with the Company's attempt to raise capital during the first half of fiscal
2000.

Independent Consultants. Independent consulting expenses decreased to $260,065
from $364,161 for the nine months ended September 30, 2000 compared to the
corresponding period in fiscal year 1999. The decrease can be attributed to a
decrease in marketing fees that was created by hiring one of the Company's
consultants as an employee, offset by an increase in Product Development
Consulting Fees. The Company retained the services of independent programmers to
assist in finalizing certain software issues related to its software
applications. In addition, the Company continues to retain the services of
consultants to assist in developing marketing strategies for the marketing and
sales of the TrialMaster system and WebIPA systems. The Company has established
a medical advisory board and the members are paid monthly retainers ranging from
$1,000 to $8,333 per month.

LIQUIDITY AND CAPITAL RESOURCES:

Cash and cash equivalents decreased to $3,789 from $1,127,263 during the first
nine months of fiscal year 2000. The decrease can be attributed to the losses
incurred during the first nine months of fiscal 2000, the Company's investment
in European Medical networks of $335,000, and the purchase of property and
equipment offset by the receipt of equity financing received from the issuance
of Series A Convertible Preferred Convertible Stock, from the exercise of common
stock warrants associated with the Series A Preferred shareholders, and from
funds received through bridge financing in the form of interest bearing debt.

The Company generated a loss of $4,896,641 from operations during the first nine
months of fiscal year 2000 compared to a loss of $1,306,211 for the
corresponding period in 1999. The losses can be primarily attributed to the
increased expenses associated with the development and marketing of the
TrialMaster and WebIPA systems. The Company has incurred increased expenses in
salaries and wages, consulting fees, travel and professional fees in connection
with developing and marketing the Company's Internet based products.

The Company's primary capital requirements are for daily operations and for the
continued development and marketing of TrialMaster and WebIPA systems.
Management believes that its current available working capital, anticipated and
subsequent sales of stock and or debt financing will be sufficient to meet its
projected expenditures for a period of at least twelve months from September 30,
2000. The Company's capital requirements, will need to be funded through debt
and equity financing, of which there can be no assurance that such financing
will be available or, if available, that it will be on terms favorable to the
Company.
<PAGE>

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

Revenues:

Total revenues decreased to $11,154 from $244,536 for the three months ended
September 30, 2000 compared to the corresponding period in fiscal year 1999.
This substantial decrease in revenue can be attributed to the Company moving its
focus away from computer systems integration to the development and marketing of
Internet based database products. The Company began the shift away from systems
integration during the second quarter of fiscal 1999. The Company's transition
to an Internet development and marketing business had been completed by the end
of fiscal 1999.

All of the Company's revenue for 1999 were attributable to its systems
integration business. The Company earned approximately $4,167 in revenue from
its clinical trial oriented businesses during the three months ended September
30, 2000.

Cost of Sales:

Total cost of sales decreased to $(3,088) from $244,536 for the three months
ending September 30, 2000 compared to the corresponding period in fiscal year
1999. The decrease in cost of sales can be attributed to the Company's decision
to redeploy its resources to the development and marketing of the TrialMaster
Internet and WebIPA systems. The Company experienced a decrease in product and
service revenues in connection with the change in its strategic focus and
therefore a corresponding decrease in cost of goods sold. The Company does not
anticipate any substantial increases in the cost of sales from its computer
systems integration business.

Other Expenses:

Salaries and Wages. Salaries and wages increased to $861,694 from $194,801 for
the three-month period ending September 30, 2000 compared to the corresponding
period in fiscal year 1999. The Company currently has twenty-seven employees
compared to fifteen for the comparable period in fiscal 1999. All of the
Company's employees are directly involved in the development, marketing, and
implementation of the TrialMaster(TM) and WebIPA systems.

Selling, General and Administrative. Selling, general and administrative
expenses which includes; rent, telephone and Internet expenses and travel,
increased to $208,384 from $190,560 for the three months ending September 30,
2000 compared to the corresponding period in fiscal year 1999. The increase in
selling, general and administrative expenses can be attributed to the increase
in resources expended related to the development and marketing of the Company's
TrialMaster and WebIPA systems. The Company experienced a decrease in its,
travel expenses as it worked to limit its operating expenses during the quarter.
The Company incurred slightly higher telephone and Internet access expenses
related to its move to an Internet based operating strategy. The Company
anticipates that telephone and Internet access charges will continue to grow on
an absolute dollar basis as it continues to expand its Internet businesses.
Rents increased during the three months ended September 30, 2000 due to the
opening of a Research and Development facility in Tampa, Florida, and the
establishment of OmniTrial B.V., a wholly-owned subsidiary, in Amsterdam, The
Netherlands.

Legal and Professional Fees. Legal and professional fees increased to $127,069
from $13,027 for the three months ending September 2000 compared to the
comparable period in fiscal 1999. The increase is primarily attributable to
investment banking and financial advisory fees paid to an investment bank in
conjunction with the Company's attempt to raise capital during the first half of
fiscal 2000.

Independent Consultants. Independent consulting expenses decreased to $57,612
from $154,059 for the three months ended September 30, 2000 compared to the
corresponding period in fiscal year 1999. The decrease can be attributed to a
decrease in Medical Advisory fees offset by an increase in Product Development
Consulting Fees. The Company retained the services of independent programmers to
assist in finalizing certain software issues related to the application. In
addition, the Company continues to retain the services of consultants to assist
in developing marketing strategies for the marketing and sales of the
TrialMaster(TM) system and WebIPA systems. The Company has established a medical
advisory board and the members are paid monthly retainers ranging from $1,000 to
$8,333 per month.
<PAGE>

PART II. OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

         In the Circuit Court of the 11/th/ Judicial Circuit Court in and for
Miami-Dade County, Florida, SPP Real Estate, Inc. filed suit on May 24, 2000 for
damages and other relief against OmniComm Systems, Inc. alleging OmniComm's
breach of a lease for real property. The parties have reached a settlement of
their claims and are in the final stages of executing that settlement.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

        None

(b) REPORTS ON FORM 8-K

         On February 9, 2000 the company filed a current report on Form 8-K
         dated February 9, 2000 reporting items 1,2,5,6 and 7 in connection with
         its acquisition WebIPA, Inc. pursuant to an Agreement and Plan of
         Acquisition dated January 26, 2000

         On March 6, 2000 the company filed a current report on Form 8-K dated
         March 6, 2000 reporting items 1,2,5,6 and 7 in connection with its
         preliminary agreement to acquire 25% of the current stock equity of
         Medical Network EMN Ltd. for cash and restricted common stock of
         Omnicomm.

         On June 30, 2000 the company filed a current report on Form 8-K dated
         June 30, 2000 reporting items 5 and 7 in connection with organizational
         changes occurring on that date. The Company announced that Cornelis F.
         Wit a member of the Company's Board of Directors had been named interim
         CEO. The Company also announced that Peter S. Knezevich had been
         replaced as CEO and would remain on as a Director of the Company.

         On September 20, 2000 the company filed a current report on Form 8-K
         dated July 31, 2000 reporting items 5 and 7 in connection
         organizational changes occurring on that date. The Company announced
         that David Ginsberg, D.O. had been named President and CEO. The Company
         also announced that Peter S. Knezevich had resigned as a Director of
         the Company as of August 1, 2000. The Company announced at the same
         time the closing of its wholly owned European subsidiary, OmniTrial
         B.V. On September 5, 2000 OmniTrial applied for bankruptcy in The
         Netherlands and a Trustee was appointed by a Dutch bankruptcy court to
         liquidate its assets.
<PAGE>

                                  SIGNATURES
                                  ----------

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
         Act of 1934, the Registrant has duly caused this report to be signed on
         its behalf by the undersigned thereunto duly authorized.

                                                          OMNICOMM SYSTEMS, INC.
                                                                      Registrant


         Date:    September 12, 2001
                  ------------------

                                                           /s/ Ronald T. Linares
                                                           ---------------------
                                                               Ronald T. Linares
                                                              Vice President and
                                                             Chief Financial and
                                                        Chief Accounting Officer