SECURITIES AND EXCHANGE COMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[Mark One}

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended 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: 7,304,729 common stock $.001 par value,
4,356,948 preferred stock no par value.
<PAGE>

                             OMNICOMM SYSTEMS, INC.



Part I - Financial Information                                         Page
------------------------------                                         ----

Item 1.
Consolidated Balance Sheet -
         September 30, 2000 and December 31, 1999                         1

Consolidated Statements of Shareholders' Equity -                       2-5
         January 1, 1999 to September  30, 2000

Consolidated Statements of Operations -
         Three and nine months ended September 30, 2000 and 1999          6

Consolidated Statement of Cash Flows -
         Nine months ended September 30, 2000 and 1999                  7-8

Notes to Financial Statements                                          9-14


Items 2.
Managements' Discussion and Analysis of
Financial Condition and Results                                        15-18

Part II - Other Information                                               18

Item 1.   Legal Proceedings:                                              18

Item 2.   Changes in Securities:  None

Item 3.   Defaults Upon Senior Securities:  None

Item 4.   Submission of Matters To a Vote of
             Security Holders:  None

Item 5.   Other Information:  None

Item 6.   Exhibits and Reports on Form 8-K                                18



Signatures                                                                19

Exhibit 27.1 Financial Data Schedule                                      20
<PAGE>









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

                              FINANCIAL STATEMENTS
                              --------------------

                               SEPTEMBER 30, 2000
                               ------------------

<PAGE>

                                    I N D E X
                                    ---------




                                                                        Page
                                                                        ----



 CONSOLIDATED BALANCE SHEETS                                               1

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)               2-4

 CONSOLIDATED STATEMENTS OF OPERATIONS                                     5

 CONSOLIDATED STATEMENTS OF CASH FLOWS                                   6-7

 NOTES TO THE FINANCIAL STATEMENTS                                      8-13

<PAGE>
                             OMNICOMM SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                   September 30            December 31,
                                                                       2000                    1999
                                                                    (Unaudited)
                                                                   ------------------------------------
<S>                                                                  <C>                          <C>
    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 Medical Networks EMN, at cost             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
                                                                  -----------               -----------

    Notes payable - long term                                               -                         -
    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 authorized,
         4,356,948 and 4,117,500 issued and                         4,002,265                 3,872,843
         outstanding, respectively at par
       Common Stock - 20,000,000 shares authorized,
         7,304,729 and 3,344,066 issued and outstanding,
         respectively, at $.001 par value                               7,326                     3,344
       Additional paid in capital                                   2,848,721                   238,007
       Retained earnings (deficit)                                 (7,549,285)               (2,652,644)
       Treasury stock, cost method, 20,951 shares                    (293,312)                       -0-
       Stock subscriptions receivable                                  (1,140)                 (850,952)
                                                                  -----------               -----------

    TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                             (985,425)                  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 STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
              FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                   5% Series A Convertible
                                                                   -----------------------
                             Common Stock          Additional          Preferred Stock        Retained
                             ------------          ----------          ---------------        --------
                          Number      $ 0.001       Paid In       Number                      Earnings   Subscription      Treasury
                          ------      -------       -------       ------                      --------   ------------      --------
                         of Shares     Value        Capital     of Shares      $0.00 Par      (Deficit)   Receivable         Stock
                         ---------     -----        -------     ---------      ---------      ---------   ----------         -----
<S>                     <C>          <C>                <C>         <C>             <C>      <C>            <C>                <C>
January 1, 1998         1,002,250    $ 1,002      $    -0-         -0-        $    -0-       $ (16,040)     $ (815)      $    -0-

Issuance of
common stock              199,750        200                                                                  (137)

Acquisition of
Education
Navigator, Inc.           141,000        141       132,213

Net (loss) for
year ended
December 31, 1998                                                                             (295,367)
                         ---------     -----        -------     ---------      ---------      ---------   ----------         -----
Balances at
December 31, 1998       1,343,000      1,343       132,213           -               -        (311,407)       (952)

Issuance of
common stock              250,000        250

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

Issuance of
common stock              300,000        300         2,700

Issuance of common
stock for services         68,000         68        44,132

Issuance of
common stock            1,296,666      1,297         2,903

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


<CAPTION>
                               Total
                               -----
                          Shareholders'
                          -------------
                             Equity
                             ------
                            (Deficit)
                            ---------
<S>                         <C>
January 1, 1998             $ (15,853)

Issuance of
common stock                       63

Acquisition of
Education
Navigator, Inc.               132,354

Net (loss) for
year ended
December 31, 1998            (295,367)
                            ---------
Balances at
December 31, 1998            (178,803)

Issuance of
common stock                      250

Issuance of common
stock for services             56,145

Issuance of
common stock                    3,000

Issuance of common
stock for services             44,200

Issuance of
common stock                    4,200

Issuance of
preferred stock, net
of $134,590
issuance costs              3,022,843
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   5% Series A Convertible
                                                                  -----------------------
                            Common Stock          Additional          Preferred Stock        Retained
                            ------------          ----------          ---------------        --------
                         Number      $ 0.001       Paid In       Number                      Earnings   Subscription      Treasury
                        ---------    -------       -------       ------                      --------   ------------      --------
                        of Shares     Value        Capital     of Shares      $0.00 Par      (Deficit)   Receivable         Stock
                        ---------    -------       -------     ---------      ---------      ---------   ----------         -----
<S>                     <C>          <C>                <C>         <C>             <C>      <C>            <C>                <C>
Net loss for the
year ended
December 31, 1999                                                                           (2,341,237)
                        ---------    -------       -------     ---------      ---------      ---------   ----------         -----
Balances at
December 31, 1999       3,344,066      3,344       238,007   4,117,500       3,872,843      (2,652,644)   (850,952)

Issuance of common
stock for services         40,000         40        89,960

Issuance of common
stock                     284,166        284

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

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

Payment of
subscription
receivable                                                                                                 850,000

Acquisition of
WebIPA, Inc.            1,200,000    $ 1,200       $ 3,833

Issuance of
preferred stock                                                146,000         146,000

Issuance costs                                                                (206,750)


Conversion of
convertible notes


<CAPTION>
                               Total
                               -----
                          Shareholders'
                          -------------
                             Equity
                             ------
                            (Deficit)
                            ---------
<S>                         <C>
Net loss for the
year ended
December 31, 1999          (2,341,237)
                           ----------
Balances at
December 31, 1999           $ 610,598

Issuance of common
stock for services             90,000

Issuance of common
stock                             284

Exercise of stock
options                       298,050

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

Payment of
subscription
receivable                    850,000

Acquisition of
WebIPA, Inc.                    5,033

Issuance of
preferred stock               146,000

Issuance costs               (206,750)


Conversion of
convertible notes
</TABLE>
<PAGE>

                             OMNICOMM SYSTEMS, INC.
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
              FOR THE PERIOD JANUARY 1, 1999 TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
                                                                   5% Series A Convertible
                                                                  -----------------------
                            Common Stock          Additional          Preferred Stock        Retained
                            ------------          ----------          ---------------        --------
                         Number      $ 0.001       Paid In       Number                      Earnings   Subscription      Treasury
                         ------      -------       -------       ------                      --------   ------------      --------
                        of Shares     Value        Capital     of Shares      $0.00 Par      (Deficit)   Receivable         Stock
                        ---------     -----        -------     ---------      ---------      ---------   ----------         -----
<S>                     <C>          <C>                <C>         <C>             <C>      <C>            <C>                <C>
payable                   320,000      $ 320      $399,680

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

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

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

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

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

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

Issuance of common
stock, net of issuance    192,500      $ 192      $346,308
costs of $38,500

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

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

Net (loss) for the
Nine months ended
September 30, 2000                                                                          (4,896,641)
                        ---------     -----        -------     ---------      ---------     ----------   ----------         -----

<CAPTION>
                               Total
                               -----
                          Shareholders'
                          -------------
                             Equity
                             ------
                            (Deficit)
                            ---------
<S>                         <C>
payable                       400,000

Exercise of stock
options                        16,000

Exercise of stock
warrants                      963,668

Exercise of stock
warrants                            -

Conversion of
preferred stock to
common stock                       (0)

Conversion of notes
payable to common
stock                         206,118

Issuance of common
stock for services            188,855

Issuance of common
stock, net of issuance        346,500
costs of $38,500

Issuance of preferred         190,172
stock for services

Conversion of notes
payable to preferred
stock                         100,000

Net (loss) for the
Nine months ended
September 30, 2000         (4,896,641)
                           ----------
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 5% Series A Convertible
                                                                -----------------------
                         Common Stock           Additional          Preferred Stock        Retained
                         ------------           ----------          ---------------        --------
                       Number      $ 0.001       Paid In       Number                      Earnings   Subscription      Treasury
                       ------      -------       -------       ------                      --------   ------------      --------
                      of Shares     Value        Capital     of Shares      $0.00 Par      (Deficit)   Receivable         Stock
                      ---------     -----        -------     ---------      ---------      ---------   ----------         -----
<S>                   <C>          <C>                <C>         <C>             <C>      <C>            <C>                <C>
Balances at
September 30, 2000    7,304,729    $ 7,326    $2,848,721   4,356,948      $4,002,265     $(7,549,285)   $ (1,140)    $ (293,312)
                      =========    =======    ==========   =========      ==========     ===========    =========    ==========



<CAPTION>
                               Total
                               -----
                          Shareholders'
                          -------------
                             Equity
                             ------
                            (Deficit)
                            ---------
<S>                         <C>
Balances at
September 30, 2000         $ (985,425)
                           ==========
</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>
     Revenue - sales, net                                   $ 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 dividends          (4,741,720)       (1,306,211)      (1,358,028)           (601,608)

     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                                    $ (0.82)          $ (0.79)         $ (0.21)            $ (0.32)
                                                         ===========      ============     ============          ==========
     Weighted average number of
     shares outstanding                                    5,975,431         1,655,612        6,782,576           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
        provided by (used in) operating activities
        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. (EdNav)
           Accounts receivable                                              (38,411)               42,002
           Inventory                                                          5,496                 3,082
           Due from placement agent                                             -0-                    -0-
           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 provided by (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 provided by (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,
        net of issuance costs                                               789,250             1,244,910
        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               (1,123,475)              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
                                                                       ============           ===========
      Supplemental disclosures of cash flow information:
        Cash paid during the period for:
           Income taxes                                                $        -0-           $      -0-
                                                                       ============           ==========
           Interest                                                    $     26,736           $   27,982
                                                                       ============           ==========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
      Non Cash Investing and Financing Transactions;                September 30, 2000
                                                                       ------------
<S>                                                                    <C>
        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-
                                                                       ============

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

        During the six months ended June, 2000, 1,018,604 incentive
        stock options were excercised.  The options were excercised
        utilizing stock appreciation rights.  The net proceeds to the
        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.
</TABLE>

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

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 5,975,431 and
                  1,655,612 for the nine months ended September 30, 2000 and
                  1999; and 6,782,576 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.

                  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.

<PAGE>
                  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>

                  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>

                  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>

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 renogiatiation 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 note governing the debt. In accordance with the
                  terms of the promissory notes 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.

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.
<PAGE>


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

                  The Company currently leases office space requiring minimum
                  annual base rental payments for the fiscal periods shown as
                  follows:
<TABLE>
<CAPTION>
                                    <S>     <C>
                                    2000    $ 38,221
                                    2001     142,341
                                    2002     139,965
                                    2003           0
                                    2004           0
                                            --------
                                    Total   $320,527
                                            ========
</TABLE>

                  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 or 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-
                                                    ============  ===========

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

                                                        9/30/00      12/31/99
                  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-
                                                    -----------   -----------

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.

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

<PAGE>

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 oriented 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 $182,279 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 ended 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 ended September 30, 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

<PAGE>

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.

PART II. OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

         In the Circuit Court of the 11th 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

         27.1 Financial Data Schedule

(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 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: November 20, 2000

                                                  /s/ David Ginsberg, D.O.
                                                  ------------------------
                                                       David Ginsberg,D.O.
                                                             President and
                                                   Chief Executive Officer


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

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
-----------      -----------

   27.1          Financial Data Schedule