<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM 10-QSB/A-1

[Mark One]

[X]      QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934 for the  quarterly period ended: March 31, 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 March 31, 2000: 5,423,176 common stock $.001 par value. 4,263,500
5% Series A Convertible Preferred Stock, $0.00 par.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,                   December 31,
                                                                       2000                           1999
                                                                                                      ----
                                                                (Unaudited)
                                                                -----------
<S>                                                             <C>                           <C>
                                                  ASSETS
                                                  ------
CURRENT ASSETS
          Cash                                                  $   168,895                    $ 1,127,263
          Accounts receivable                                         8,034                          8,458
          Inventory                                                   6,169                         10,166
          Prepaid expenses                                           57,260                            -0-
                                                                -----------                    -----------
          Total current assets                                      240,358                      1,145,887

Property and equipment, net                                         459,176                        353,183

OTHER ASSETS
          Equity investment in EMN                                  335,000                            -0-
          Shareholder loans                                           3,406                          3,406
          Intangible assets, net                                    141,311                        169,629
          Goodwill, net                                             198,194                        237,832
          Other assets                                               26,960                         26,960
                                                                -----------                    -----------
TOTAL ASSETS                                                    $ 1,404,405                    $ 1,936,897
                                                                ===========                    ===========

                              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                              ----------------------------------------------
CURRENT LIABILITIES
          Accounts payable and accrued expenses                 $   433,056                    $   284,481
          Notes payable - current                                   177,500                        177,500
          Sales tax payable                                           1,177                          1,818
                                                                -----------                    -----------
          Total current liabilities                                 611,733                        463,799

Convertible Notes                                                   675,000                        862,500
                                                                -----------                    -----------
TOTAL LIABILITIES                                                 1,286,733                      1,326,299
                                                                -----------                    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
          Preferred stock - 10,000,000  shares                    3,812,093                      3,872,843
          authorized, 4,263,500 and 4,117,500
          issued and outstanding,
          respectively at $0.00 par value
          Common stock - 20,000,000 shares                            6,044                          3,344
          authorized, 6,044,127 and 3,344,066
          issued respectively, at $.001 par value
          Additional paid in capital                                816,774                        238,007
          Retained earnings (deficit)                            (4,222,375)                    (2,652,644)
          Less cost of treasury stock:                             (293,912)                           -0-
          Common - 620,951 and -0- shares
          respectively, at cost
          Stock subscription receivable                                (952)                      (850,952)
                                                                -----------                    -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                117,672                        610,598
                                                                -----------                    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            $ 1,404,405                    $ 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 three months ended
                                                                        March 31,
                                                                2000                  1999
                                                                ----                  ----
<S>                                                     <C>                     <C>
Revenues                                                      24,978               528,722
Cost of sales                                                 35,120               225,291
                                                        ------------            ----------

Gross margin                                                (10,142)               303,431

Other expenses
Salaries, benefits and related taxes                         572,933               102,935
Rent                                                          60,932                15,373
Consulting - medical advisory                                 42,000                   -0-
Consulting - marketing sales                                  48,000                50,547
Consulting - product development                              28,435                   -0-
Legal and professional fees                                  199,247                37,966
Travel                                                       169,719                30,102
Telephone and internet                                        64,034                 3,588
Factoring fees                                                   -0-                 3,868
Selling, general and administrative                          215,196                32,601
Interest expense, net                                         17,023                 8,831
Depreciation and amortization                                 92,616                69,228
                                                        ------------            ----------
Total other expenses                                       1,510,135               355,039
                                                        ------------            ----------

(Loss) before taxes and preferred                         (1,520,277)              (51,608)
dividends

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

Preferred stock dividends                                   (49,454)                   -0-
                                                        ------------            ----------

Net(loss)                                               $ (1,569,731)           $  (51,608)
                                                        ============            ==========

Net (loss) per share                                    $      (0.36)           $    (0.04)
                                                        ============            ==========
Weighted average number of shares
outstanding                                                4,390,450             1,459,667
                                                        ============            ==========
</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 three months ended
                                                                                                            March 31,
                                                                                               2000                        1999
                                                                                               ----                        ----
<S>                                                                                     <C>                          <C>
Cash Flows From Operating Activities
Net (loss)                                                                              $(1,569,731)                  $ (51,608)
Adjustment to reconcile net loss to net cash
Common stock issued for services                                                             90,000                         -0-
Depreciation and amortization                                                                92,616                      69,228
Changes in operating assets and liabilities, net of effects of
acquisition of Education Navigator, Inc.
          Accounts receivable                                                                   424                     (58,924)
          Inventory                                                                           3,997                     (24,466)
          Due from placement agent                                                              -0-                    (293,625)
          Prepaid expenses                                                                  (57,260)                        -0-
          Other assets                                                                          -0-                       7,500
          Accounts payable and accrued expenses                                             148,576                    (103,725)
          Sales tax payable                                                                    (641)                    (33,822)
          Due to factoring agent                                                                -0-                      38,376
                                                                                        -----------                   ---------
Net cash (used) in operating activities                                                  (1,292,019)                   (451,066)
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                                               (130,655)                        -0-
                                                                                        -----------                   ---------
Net cash (used) in investing activities                                                    (460,622)                        -0-
Cash Flows from Financing Activities
          Net proceeds from convertible notes                                                   -0-                     666,750
          Proceeds from the issuance of preferred stock, net of                             789,250                         -0-
          issuance costs
          Issuance of common stock                                                              284                         -0-
          Proceeds from stock option exercise                                                 4,739                         -0-
          Payments on notes payable                                                             -0-                    (130,000)
                                                                                        -----------                   ---------
Net cash provided by financing activities                                                   794,273                     536,750
                                                                                        -----------                   ---------

Net increase (decrease) in cash and cash equivalents                                       (958,368)                     85,684
Cash and cash equivalents at beginning of period                                          1,127,263                      44,373
                                                                                        -----------                   ---------
Cash and cash equivalents at end of period                                              $   168,895                   $ 130,057
                                                                                        ===========                   =========

Supplemental disclosures of cash flow information:
          Cash paid during the period for:
                  Income taxes                                                          $         0                   $       0
                                                                                        ===========                   =========
                  Interest                                                              $    44,728                   $   1,532
                                                                                        ===========                   =========
</TABLE>
<PAGE>

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


Non Cash Investing and Financing 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 quarter ended March 31, 2000, $187,500 of convertible notes payable
were converted into 150,000 shares of common stock.

During the quarter ended March 31, 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 MARCH 31, 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 Shareholder
                             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 MARCH 31, 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 Shareholder
                             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
</TABLE>
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
               FOR THE PERIOD JANUARY 1, 1999 TO MARCH 31, 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 preferred                                          146,000     146,000                                          146,000
stock

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

Conversion of                150,000       150      187,350                                                                 187,500
convertible notes payable

Net loss for the quarter                                                              (1,569,731)
ended March 31, 2000

Balances at March 31, 2000 5,423,176    $6,044     $816,774  4,263,500  $3,812,093   $(4,222,375)   $(952)   $(293,912)    $117,672
                           =========    ======     ========  =========  ==========   ============   ======   ==========    ========
</TABLE>

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

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 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(TM) and WebIPA.

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 shared 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 4,390,450 and 1,459,667 at March 31,
         2000 and 1999 respectively. There were no differences between basic and
         diluted earnings per share. Options to purchase 3,825,072 shares of
         common stock at prices ranging from $.25 to $3.50 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 is 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
                                March 31, 2000
                                  (unaudited)


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

         Advertising costs are expensed as incurred. Advertising expense for the
         quarters ended March 31, 2000 and 1999 was $82,733 and $1,254,
         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:

                                                    March 31, 2000
                                                    --------------
                                                                Accumulated
                                             Cost              Amortization
                                             ----              ------------
         Covenant not to compete           $ 120,000            $  105,000
         Software development costs           87,500                51,042
         Organization costs                      539                   405
         Debt acquisition costs              119,625                29,906
                                           ---------            ----------
                                           $ 327,664            $  186,353
                                           =========            ==========


                                                   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.

         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.

         Included in Goodwill, as a result of the EdNav acquisition at March 31,
         2000 and December 1999 is the cost of $475,665 and accumulated
         amortization of $277,471 and $237,833 respectively. The goodwill is
         being amortized ratably over a period of three years.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


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

         Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                       March 31, 2000                                 December 31, 1999
                                       ---------------                                -----------------
                                                 Accumulated                                      Accumulated
                                                 -----------                                      -----------
                                  Cost           Depreciation                      Cost           Depreciation
                                  ----           ------------                      ----           ------------
         <S>                    <C>              <C>                             <C>              <C>
         Computer and
         Office   equipment     $337,303          $ 78,335                       $195,340            $  30,146
         Computer software       182,823            11,067                        167,220                1,034
         Office furniture         31,157             2,705                         23,070                1,267
                               ---------          --------                      ----------         -----------

                                $551,283          $ 92,107                       $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 equipment and
         furniture and 3 years for software.

         Depreciation expense for the three months ended March 31, 2000 and 1999
         was $24,660 and $1,840 respectively.

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

         The Company recognized 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.

         STOCK OPTION PLAN
         -----------------
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


         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.

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 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 March 31, 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 March 31,
         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
         Januray 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.

NOTE 5:  EQUITY INVESTMENT, at cost
         --------------------------

         European Medical Network (EMN) Investment

         On March 20, 2000 the Company purchased a 25% interest in Medical
         Network AG EMN, a Swiss company. The purchase price for 25% of the
         current stock equity of EMN is $838,500 to be paid as follows: Cash:
         US$645,000 paid as follows: March 20, 2000 - US$335,000, April 20,
         2000 - US$310,000; Stock: 41,883 shares of restricted common stock of
         the Company. Pursuant to the terms of the stock purchase agreement the
         shareholders of EMN entered into a shareholders agreement that provides
         for the Company having one board seat and the right to veto any sale of
         equity in excess of 49%
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


         of the total issued and outstanding equity of EMN. The investment in
         EMN is carried at cost on the Company's books.

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

         At March 31, 2000 the Company owed $177,500 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.

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.

NOTE 8:  COMMIMENTS AND CONTINGENCIES
         ----------------------------

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

                           2000    $ 112,717
                           2001      142,341
                           2002      139,964
                           2003            0
                           2004            0
                                   ---------
                           Total   $ 395,022
                                   =========

         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 $3,406 and $3,406 at March 31, 2000 and December
         31, 1999, respectively, from a shareholder. The amount is payable on
         demand. The interest rate is 6% annually.

NOTE 10: POSTRETIREMENT 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 or112.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


NOTE 11: INCOME TAXES
         ------------

         Income taxes are accrued at statutory US and state income tax rates.
         Income tax expense is as follows:

<TABLE>
<CAPTION>
                                                                 3/31/00                  3/31/99
                                                                 -------                  -------
         <S>                                                  <C>                        <C>
         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-
                                                              ============              ===========
</TABLE>


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

<TABLE>
<CAPTION>
                                                                 3/31/00                 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>


         The Company has net operating loss (NOL) carryforwards for income tax
         purposes of approximately $5,800,000. This loss is allowed to be offset
         against future income until the year 2020 when the NOL's will expire.
         Other timing differences relate to depreciation and amortization for
         the stock acquisition of EdNav (Note 2). The tax benefits relating to
         all timing differences have been fully reserved for in the valuation
         allowance account due to the lack of operating history and substantial
         losses.

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

         The unaudited financial statements of the Company for the period from
         January 1, 2000 to March 31, 2000 and January 1, 1999 to March 31, 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>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


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 Operation

Revenues:

Total revenues decreased to $24,978 from $528,722 in the first quarter of fiscal
year 2000 compared to the corresponding period in fiscal year 1999. This
substantial decrease in revenue is attributed to the Company changing its focus
away from computer systems integration to the development and marketing of
internet based database products.

All of the Company's revenue for both periods presented is attributed to its
systems integration business. The Company has earned no revenue from its
TrialMaster(TM) or WebIPA internet based systems.

Operating Expenses:

Total cost of sales decreased to $35,120 from $225,291 in the first quarter of
fiscal year 2000 compared to the corresponding period in fiscal year 1999. The
decrease in cost of sales corresponds to the Company's decision to redeploy its
resources on the development and marketing of the TrialMaster(TM) 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 sales.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                March 31, 2000
                                  (unaudited)


Salaries and Wages. Salaries and wages increased to $572,933 from $102,935 in
the first quarter of fiscal year 2000 compared to the corresponding period in
fiscal year 1999. The Company currently has twenty-three employees compared to
eight for the comparable period in fiscal 1999. All of the Company's employees
are currently directly involved in the development, marketing, and
implementation of the TrialMaster(TM) and WebIPA systems.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $709,128 from $123,498 in the first quarter of 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(TM) and WebIPA systems. The Company experienced
increases in its legal and professional fees, travel and general and
administrative expenses in connection with its decision to implement its
Internet strategy. The marked increase in legal and professional fees was in
relation to investment banking fees paid during the first three months of fiscal
2000.

Independent Consultants. Independent consulting expenses increased to $118,435
from $50,547 in the first quarter of fiscal year 2000 compared to the
corresponding period in fiscal year 1999. The increase is attributed to the
development and marketing of the TrialMaster(TM) system. The Company has
retained the services of independent programmers to assist in finalizing certain
software issues related to the application. In addition, the Company has
retained 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 a monthly retainer of $1,000 per month.

LIQUIDITY AND CAPITAL RESOURCES:

Cash and cash equivalents decreased to $168,895 from $1,127,263 in the first
three months of fiscal year 2000. The decrease can be attributed to the losses
incurred during the first fiscal quarter, the Company's investment in European
Medical networks of $335,000, the purchase of property and equipment offset by
the receipt of equity financing received from the issuance of Series A
Convertible Preferred Convertible Stock.

The Company generated a loss of $1,569,731 from operations in the first three
months of fiscal year 2000 compared to a loss of $51,608 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(TM) 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(TM) and WebIPA systems.
Management believes that its current available working capital, anticipated
contract revenues 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 March 31, 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>

PART II. OTHER INFORMATION

Item 5.  Other Information

Private Placement

         On January 18, 1999, Northeast Securities, Inc., as placement agent,
began the distribution of a Confidential Private Placement Memorandum to
accredited investors on behalf of the Company. The terms of the offering are as
follows:

         Amount: $400,000 Minimum/$750,000 Maximum, All or none, Best Efforts.

         Offering:    16 Units Minimum/30 Units Maximum. Each Unit consists of a
five (5) year convertible note in the principal amount of $25,000, bearing 10%
annual interest, payable semi-annually with the principal convertible into
shares of common stock, $.001 par value, of the Company ("Common Stock" or
"Shares") at $1.25 per Share, subject to customary anti-dilution provisions. The
Convertible Notes may be called in whole or in part at a premium of 102% of par
into shares at the conversion price, as may be adjusted, in the event the
Company's Common Stock publicly trades on a recognized exchange, NASDAQ or OTC
Bulletin Board, for a period of 20 consecutive trading days at a bid price per
share of $3.50 or greater, and provided the Shares underlying the Convertible
Note have been registered and may be sold without restriction by the holders
thereof.

         Interest Adjustment: In the event holders demand registration of the
Shares underlying the Convertible Notes and such registration statement is not
effective within 90 days after the date of notice of demand by said holders, the
interest rate on the Convertible Notes beginning on the next quarter following
the expiration of the 90 day period, shall increase to 15%, and shall remain at
15% until said registration statement is effective, at which time the interest
rate shall revert back to 10%.

         Price: $25,000 per Unit. The Company will accept subscriptions for
partial Units.

         Registration Rights: Demand (so long as 50% of the aggregate amount of
the total offering files notices) and Piggy-Back registration rights (subject to
underwriter's cut-back).

         Use of Proceeds: Operating and Marketing Expenses

         Conditions:

         (1) Regulation D of the Securities Act of 1933, as amended.
         (2) Suitability Standards; Accredited Investors Only.
         (3) Board of Directors: Northeast Securities, placement agent, shall
         have the right to designate one observer with the same notice and
         reimbursement of expenses as other directors.
         (4) Termination Date: March 31, 1999
         (5) Placement Fee: 250,000 Common Shares at a purchase price of $.001
         per share at the closing of the Minimum.
         (6) The Company agrees not to issue equity securities except ISO stock
         options and other options or stock bonuses to employ consultants and
         advisors.
         (7) Northeast shall have a right of first refusal to match any bonafide
         equity based offering proposal.
         (8) The Company shall have no more than 4,000,000 Shares outstanding on
         a fully diluted basis prior to the placement of the Convertible Notes.

         Placement Agent Fees: 10% Commission (cash); 3%
         NonAccountable expense allowance (cash); $7,500 advance against
         non-accountable due diligence expense.
<PAGE>

         The private placement was extended for an additional forty-five (45)
         days.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

         None

(b) Reports on Form 8-K

         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 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.
<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
                                                              Accounting Officer