SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

[Mark One]

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly
period ended: September 30, 1999

[ ]  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, 1999:
2,047,377 common stock $.001 par value.  1,300,000 5%
Series A Convertible Preferred Stock, at par.

OMNICOMM SYSTEMS, INC.

Part I - Financial Information               Page

Consolidated Balance Sheet -
     September 30, 1999 and December 31, 1998

Consolidated Statements of Shareholders'
     Equity(Deficit) B
     January 1, 1998 to September 30, 1999

Consolidated Statements of Operations -
     Three months and Nine months ended
     September 30, 1999 and 1998

Consolidated Statement of Cash Flows -
     Nine months ended September 30, 1999
     and 1998

Notes to Consolidated Financial Statements

Management's Discussion and Analysis of
Financial Condition and Results

Part II - Other Information

Item 2,   Changes in Securities

Item 5,   Other Information

Item 6,   Exhibits and Reports on Form 8-K

Signature Page














                     OMNICOMM SYSTEMS, INC.

                      FINANCIAL STATEMENTS

                       SEPTEMBER 30, 1999




















                       I N D E X





                                                       Page



CONSOLIDATED BALANCE SHEETS                              1


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)2


CONSOLIDATED STATEMENTS OF OPERATIONS                   3-4


CONSOLIDATED STATEMENTS OF CASH FLOWS                    5


NOTES TO THE FINANCIAL STATEMENTS                       6-13

                          OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED BALANCE SHEETS

                              A S S E T S
                                             Sept. 30,
                                               1999     December 31,
                                           (Unaudited)      1998
CURRENT ASSETS
  Cash                                     $  187,310    $   44,373
  Accounts Receivable                          35,186        77,188
  Inventory                                     1,158         4,240
  Total Current Assets                        223,654       125,801

PROPERTY AND EQUIPMENT - Net                  235,854        33,352

OTHER ASSETS
  Stockholder Loans                             8,406         3,406
  Intangible Assets, net                      197,947       163,276
  Goodwill, net                               277,471       396,387
  Other Assets                                  1,800         9,300

TOTAL ASSETS                               $  945,132    $  731,522

  L I A B I L I T I E S  A N D  S H A R E H O L D E R S'  E Q U I T Y

CURRENT LIABILITIES
  Accounts Payable and Accrued Expenses    $  140,311    $  286,478
  Notes Payable - Current                      67,500       262,500
  Sales Tax Payable                            11,330        39,835
  Due to Factoring Agent                          -0-       139,012
  Total Current Liabilities                   219,141       727,825

Notes Payable - Long Term                         -0-       182,500
Convertible Notes                             862,500           -0-

Total Liabilities                           1,081,641       910,325

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
  Preferred Stock - 8,000,000 shares
    authorized, none issued and
    outstanding at $.001 par value                -0-           -0-
  5% Series A Convertible Preferred Stock,
    2,000,000 shares authorized,1,300,000
    and -0- issued and outstanding,
    respectively, at par                    1,244,910           -0-
  Common Stock - 20,000,000 shares
    authorized, 2,047,377 and 1,343,000
    issued and outstanding, respectively,
    at $.001 par value                          1,095           391
  Additional Paid in Capital                  235,104       132,213
Retained Earnings (Deficit)                (1,617,618)     (311,407)
                                             (136,509)     (178,803)
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)                         $  945,132    $  731,522

The accompanying notes are an integral part of these financial
statements.
                                                         Page 1 of 13
<TABLE>
                            OMNICOMM SYSTEMS, INC.
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
             For The Period January 1, 1998 to September 30, 1999
<CAPTION>

                             5% Series A Convertible                                  Total
             Common Stock        Preferred Stock        Additional    Retained        Shareholders'
              Number    $.001    Number                   Paid in      Earnings       Equity
             of Shares  Value   of Shares     $ Par       Capital     (Deficit)       (Deficit)
<S>          <C>       <C>     <C>           <C>      <C>           <C>              <C>
JAN. 1, 1998 1,002,250 $  187                                         $   (16,040)    $   (15,853)

Issuance of
Common Stock   199,750     63                                                                  63

Acquisition
of Education
Navigator
Inc.           141,000    141                            $132,213                         132,354

Net Income
(Loss) for
Year Ended
Dec 31, 1998                                                             (295,367)      (295,367)

BALANCES AT
DEC 31, 1998
(Audited)    1,343,000    391                             132,213        (311,407)      (178,803)

Issuance of
Common Stock   250,000    250                                                                250

Issuance of
Common Stock
for Services    86,377     86                              56,059                         56,145

Issuance of
Common Stock   300,000    300                               2,700                          3,000

Issuance of
Common Stock
for Services    68,000     68                              44,132                         44,200

Issuance of
Preferred Stock,
net of $95,090
Issuance Costs                  1,300,000  $1,244,910                                  1,244,910

Net Income
(Loss) for nine
months ended
Sept 30 1999                                                           (1,306,211)    (1,306,211)

BALANCES AT
SEPT 30 1999
(Unaudited)  2,047,377 $1,095   1,300,000  $1,244,910    $235,104     $(1,617,618)    $ (136,509)


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


                                                                   Page 2 of 13
                             OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                            For the three months ended
                                                  September 30,
                                                1999           1998

REVENUES - SALES, Net                        $ 244,536      $423,116

COST OF SALES                                  187,279       314,995

GROSS MARGIN                                    57,257       108,121

OTHER EXPENSES
  Depreciation and Amortization                 84,780        63,324
  Interest Expense                              21,638          (481)
  Salaries and Wages                           194,801        75,980
  Factoring Fees                                    71        22,230
  Rent                                          17,349        12,303
  Independent Consultants                      154,060        24,468
  Selling, General and
   Administrative                              186,166        44,890

Income (Loss) Before Taxes                    (601,608)     (134,593)

Income Tax Expense (Benefit)                       -0-       (43,735)

NET INCOME (LOSS)                            $(601,608)     $(90,858)

Net Income (Loss) Per Share,
  Basic & Diluted                              $(.32)        $(.07)

Weighted Average Number of
Shares Outstanding                           1,895,247      1,343,000



















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


                                                                 Page 3 of 13
                             OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                             For the nine months ended
                                                   September 30,
                                                 1999           1998

REVENUES - SALES, Net                        $ 1,156,937    $1,375,857

COST OF SALES                                    821,803       916,820

GROSS MARGIN                                     335,134       459,037

OTHER EXPENSES
  Depreciation and Amortization                  224,176        63,324
  Interest Expense                                51,077         1,719
  Salaries and Wages                             426,067       126,989
  Factoring Fees                                   4,571        31,881
  Rent                                            44,903        27,975
  Independent Consultants                        365,511        50,935
  Selling, General and
   Administrative                                525,040       139,702

Income (Loss) Before Taxes                    (1,306,211)       16,512

Income Tax Expense (Benefit)                         -0-         3,265

NET INCOME (LOSS)                            $(1,306,211)   $   13,247

Net Income (Loss) Per Share,
  Basic & Diluted                              $(.79)         $.01

Weighted Average Number of
Shares Outstanding                           1,655,612      1,226,834




















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


                                                                 Page 4 of 13
                             OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                             For the nine months ended
                                                  September 30,
                                               1999           1998
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income (Loss)                           $(1,306,211)   $ 13,247
 Adjustment to Reconcile Net Income
   to Net Cash Provided By (Used In)
   Operating Activities:
  Depreciation and Amortization                  224,176      63,324
  Change in Assets and Liabilities,
   net of effects of acquisition of
   Education Navigator Inc (EdNav):
   (Increase) Decrease in Accounts
     Receivable                                   42,002    (178,910)
   (Increase) Decrease in Inventory                3,082         -0-
   (Increase) Decrease in Other Assets             2,500       7,500
   Increase (Decrease) in Accounts
     Payable and Accrued Expenses               (146,167)    202,350
   Increase (Decrease) in Sales
     Tax Payable                                 (28,505)     36,592
   Increase (Decrease) in Due to
     Factoring Agent                            (139,012)        -0-
 Net Cash Provided By (Used In)
  Operating Activities                        (1,348,135)    144,103

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of Equipment                          (222,808)     (2,168)
 Purchase of Ed Nav, Net of Cash Acquired            -0-     (67,500)
 Net Cash (Used In) Investing Activities        (222,808)    (69,668)

CASH FLOWS FROM FINANCING ACTIVITIES
 Net Proceeds from Convertible Notes,
  net of issuance costs of $119,625              742,875         -0-
 (Payments of) Notes Payable                    (377,500)    (87,500)
 Issuance of Common Stock                        103,595          63
 Issuance of Series A Convertible
  Preferred 5% Stock, net of
  issuance costs of $95,090                    1,244,910         -0-
 Net Cash Provided By (Used In)
   Financing Activities                        1,713,880     (87,437)

Net Increase (Decrease) in Cash and
 Cash Equivalents                                142,937     (13,002)

Cash and Cash Equivalents at
 Beginning of Period                              44,373      16,077

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                               $   187,310    $  3,075

Supplemental Disclosures of Cash Flow Information:
 Cash Paid During the Period for:
  Income Tax Paid                            $       -0-    $    -0-
  Interest Paid                              $    27,982    $  1,719


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


                                                            Page 5 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)

     NOTE 1:  ORGANIZATION AND NATURE OF OPERATIONS

              OmniComm Systems, Inc. (the Company) formerly The Premisys Group,
              Inc. was incorporated in Florida in February 1997.  The Company is
              a computer systems integrator providing services and hardware
              sales for the installation of local and wide area networks.  The
              Company's customers are located throughout North America.

              In addition, the Company is developing a web based database
              application for the collection, compilation, and validation of
              clinical data over the internet.  The application is called
              TrialMaster.

     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

              During the period from July 1, 1998 through December 31, 1998 the
              accounts of the Company's wholly owned subsidiary, Omnicommerce
              Systems Inc. (Omnicommerce) were included in the consolidated
              financial position and results of operations and cash flows.
              Omnicommerce was formed in July 1998 for the purpose of acquiring
              Education Navigator, Inc. (See Note 3, Acquisition.)  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.

              COMMON STOCK

              During the period January 1, 1998 to December 31, 1998 the Company
              had authorized common stock of 10,000,000 shares with no par
              value.  On February 17, 1999 Omnicomm shareholders exchanged all
              of their issued and outstanding common stock for Coral Development
              Corp (Coral) common stock at the ratio of 3.129 Omnicomm shares
              for one share of Coral in a reverse merger (see footnote 10.)









                                                     Page 6 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

              Concurrently, Omnicomm changed its common stock from no par to
              $.001 per share and increased the number of authorized shares from
              10,000,000 to 20,000,000.  All share and per share information has
              been restated retroactively for all periods to include the
              equivalent number shares exchanged in the transaction and the
              redenomination of par value.

              5% SERIES A CONVERTIBLE PREFERRED STOCK

              During the quarter ended September 30, 1999, the company
              designated 2,000,000 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 semi-annually.

              ADVERTISING

              Advertising costs are expensed as incurred.

              INTANGIBLE ASSETS AND GOODWILL

              Included in Intangible Assets are the following assets:

                                                 Sept 30, 1999
                                                      Accumulated
                                             Cost     Amortization
              Covenant not to compete      $120,000     $ 75,000
              Software development costs     87,500       36,458
              Organization costs                539          315
              Debt acquisition costs        119,625       17,944
                                           $327,664     $129,717

                                              December 31, 1998
                                                      Accumulated
                                             Cost     Amortization
              Covenant not to compete      $120,000     $30,000
              Software development costs     87,500      14,583
              Organization costs                539         180
              Debt acquisition costs            -0-         -0-
                                           $208,039     $44,763

              The covenant not to compete and the software development costs
              were acquired as a result of the acquisition of EdNav (see Note
              3).  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.




                                                                 Page 7 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

              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.  During the first nine
              months of 1999, the amortization was $17,944.

              Included in Goodwill, as a result of the EdNav acquisition (see
              Note 3), at September 30, 1999 and December 31, 1998 is the cost
              of $475,665 and accumulated amortization of $198,194 and $79,278,
              respectively.  The goodwill is amortized ratably over a three year
              period.

              CONCENTRATION OF CREDIT RISK

              Financial instruments that potentially subject the Company to
              concentration of credit risk are accounts receivable.  Major
              customers are as follows:
                                        For the nine months ended
                                   Sept 30, 1999           Sept 30, 1998
                                % of                      % of
               Customer       Sales $    Total Sales   Sales $   TotalSales
               Commercial
                Services Inc  $941,108       81%       $1,086,439     79%
               Office Depot
                Inc           $114,994       10%       $  114,719      8%

               The Company performs ongoing credit evaluations of its customers
               but generally does not require collateral to support customer
               receivables.  The loss of any one of these customers could have a
               material adverse effect on the financial condition of the
               company.

               PROPERTY AND EQUIPMENT, At Cost

               Property and equipment consists of the following:

                                 December 31, 1998      Sept 30, 1999
                                        Accumulated          Accumulated
                                Cost    Depreciation  Cost   Depreciation
               Computer and
                office
                equipment      $33,274      $4,636   $256,082        $24,412
               Office
                furniture        4,950         236      4,950            766
                               $38,224      $4,872   $261,032        $25,178

               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 7 years for office furniture.

               Depreciation expense for for the nine months ended September 30,
               1999 and 1998 was $20,307 and $-0- respectively.

                                                             Page 8 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

               REVENUE RECOGNITION POLICY

               The company recognizes sales, for both financial statement
               purposes and for tax purposes, when the 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 ("SFAS") 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

               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.  In 1998
               the Company granted an option to an employee (see Note 3.,
               Acquisition) to purchase 85,000 shares of common stock.  The
               option is exercisable after one year.  No compensation expense
               was recognized during 1998.

               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.


                                                             Page 9 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

               NON CASH INVESTING AND FINANCING TRANSACTIONS:
               Acquisition of all of the Outstanding Common Stock of Education
               Navigator Inc. during the nine months ended September 30, 1998
                 Assets Acquired, Fair Value         $ 732,354
                 Notes to Sellers Issued              (525,000)
                 Common Stock Issued                  (132,354)
                 Cash Acquired                          (7,500)
               Net Cash Paid for Acquisition         $  67,500

     NOTE 3:   ACQUISITION

               On June 26, 1998 the Company acquired all of the outstanding
               common stock of Education Navigator, Inc. (EdNav).  The purchase
               has been accounted for under the purchase method in accordance
               with APB Opinion 16.  The Company paid the sellingstockholders of
               EdNav $600,000 ($75,000 downpayment and $525,000 in a promissory
               note) and issued 441,180 shares of common stock of the Company to
               the selling stockholders EdNav.  The Company valued these shares
               at $.30 each based principally on the earnings potential of the
               combined operations.  Therefore, the total purchase price was
               $732,354.

               The Company also granted a stock option to one selling
               stockholder to purchase 85,000 shares of the Company for $.60 per
               share.  The option is pursuant to a stock option plan (which has
               3,000,000 shares reserved under the plan) and is exercisable over
               the next three years at 14,166 shares, 28,334 shares and 42,500
               shares, respectively.

               EdNav is an Internet company that has developed and is developing
               dynamic web applications for business.  The acquisition of EdNav
               is accounted for as under the purchase method.  All results of
               EdNav's operations are included in the financial statements from
               June 26, 1998 forward.  The acquisition resulted in $475,665
               recorded as goodwill, which will be amortized ratably over 3
               years.

               The fair value of the assets acquired were as follows:
                Cash                                 $  7,500
                Accounts receivable                    13,945
                Computer and office equipment          27,744
                Covenant not to compete               120,000
                Software developed                     87,500
                Goodwill                              475,665
                                                     $732,354

               The following table shows the unaudited results of operations on
               a pro forma basis for the period presented as though the
               companies had combined at the beginning of the period.  This
               information is presented for informational purposes only and does
               not purport to be indicative of the results of operations that
               actually would have resulted if the acquisition had been
               consummated on January 1, 1998 nor which may result from future
               operations.


                                                             Page 10 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

                                                     1/1/98-9/30/98
               Revenues                                $1,460,791
               Income (Loss) before
                extraordinary items                      (111,927)
               Net Income (Loss)                         (111,927)
               Earnings (Loss)
                Per Share                                   $(.08)
               Weighted Average
                Shares Outstanding                      1,320,318

               Proforma adjustments to the results of operations are as follows:
                                                     1/1/98-9/30/98
               Depreciation                            $  2,774
               Amortization:
                Software developed                       14,583
                Covenant not to Compete                  30,000
                Goodwill                                 79,278
                                                        126,635
               EdNav net income (Loss):
                1/1/98-6/30/98                              403

               Proforma Adjustment                     $127,038

     NOTE 4:   NOTES PAYABLE

               At December 31, 1998 the Company owed $445,000 to the selling
               stockholders of Ed Nav (see Note 3).  The notes are payable over
               the next two years and bear interest at 5.51% annually.  The
               amount payable in the fiscal year 1999 is $262,500 and the amount
               due in the fiscal year 2000 is $182,500.  At September 30, 1999
               the Company owed a total of $67,500 on these notes.

     NOTE 5:   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
               was $742,875.  The notes bear interest of ten (10) percent
               annually, payable semi-annually.  The notes are convertible after
               maturity, which is five (5) years, into shares of common stock of
               the Company at $1.25 per share, including registration rights.












                                                            Page 11 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

     NOTE 6:   COMMITMENTS AND CONTINGENCIES

               The company is currently in a lease for office space requiring
               minimum annual base rental payments for the fiscal periods shown
               as follows:
                              1999      $ 25,747
                              2000        26,552
                              2001        27,357
                              2002        28,161
                              2003        28,966
                              Total     $136,783

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

     NOTE 7:  INCOME TAXES

              Income taxes are accrued at the statutory U.S. and state income
              tax rates.

              Income tax expense is as follows:
                                                       9/30/99   9/30/98
              Current tax expense (benefit):
                Income tax at statutory rates         $    -0-   $3,265

              Deferred tax expense (benefit):
                Amortization of Goodwill and
                 Covenant                              (25,038)     -0-
                Operating Loss Carryforward            (10,154)     -0-
                                                        35,192    3,265
              Valuation allowance                      (35,192)     -0-
              Total Tax Expense (Benefit)             $    -0-   $3,265

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

                                                       9/30/99    12/31/98
                Deferred tax assets:
                  Amortization of Intangibles         $  73,457  $  48,419
                  Operating loss carryforwards           69,097     58,943
                   Gross deferred tax assets            142,554    107,362
                  Valuation allowance                  (142,554)  (107,362)
                Net deferred tax assets               $     -0-  $     -0-

              During 1998 the Company incurred a net operating loss (NOL) for
              income tax purposes of approximately $170,000.  This loss is
              allowed to be offset against future income until the year 2018
              when the NOL will expire.  Other timing differences relate to
              depreciation and amortization for the stock acquisition of EdNav
              (Note 3).

              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.

                                                      Page 12 of 13
                             OMNICOMM SYSTEMS, INC.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

     NOTE 8:  RELATED PARTY TRANSACTIONS

              The Company was owed $8,406 and $3,406 at September 30, 1999 and
              December 31, 1998, respectively from a shareholder.  The amount is
              payable on demand.  The interest rate is 6% annually.

     NOTE 9:  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 (postretirement).  Therefore, no provision is required
              under SFAS's 106 or 112.

     NOTE 10: REVERSE MERGER

              On February 17, 1999 Omnicomm merged with Coral Development Corp.
              (Coral) in a reverse merger.  In consideration of receiving all of
              the issued and outstanding shares of Omnicomm, Coral will issue
              940,000 restricted shares of common stock to the shareholders of
              Omnicomm.  Coral had 403,000 shares issued and outstanding prior
              to the merger.

              The merger was accounted for as a reverse merger since Omnicomm is
              the continuing entity as a result of the recapitalization.
              Accordingly, a recapitalization occurred and no goodwill was
              recorded and the operating results of Coral have been included in
              the financial statements from the date of consummation of the
              merger.  On this basis, the historical financial statements prior
              to February 17, 1999 represent the consolidated financial
              statements of Omnicomm.  The historical shareholders' equity
              accounts of Omnicomm as of September 30, 1999 have been
              retroactively restated for all periods presented to reflect the
              issuance of the additional 940,000 shares.  All share and per
              share amounts have been retroactively restated for all periods to
              include the equivalent number of shares received in the
              transaction.

     NOTE 11: INTERIM FINANCIAL REPORTING

              The unaudited financial statements of the Company for the period
              from 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 13 of 13
     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, the inclusion of projections and other
     forward-looking statements should not be regarded as a representation by us
     or any other person that these plans will be consummated or
     that estimates and projections will be realized, and actual results
     may vary materially.  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 $244,536 from $423,116 and $1,156,937 from
   $1,375,857 for the three and nine month periods ending September 30, 1999
   compared to the corresponding periods in fiscal year 1998. This decrease in
   revenue is primarily attributed to a decrease in projects initiated by Office
   Depot and Commercial Services International. Substantially all of the revenue
   is attributed to three clients: Commercial Services International, Office
   Depot, and Republic Industries. Of these three, Commercial Services
   International is responsible for 81% of the total revenue.

   All of the Company's revenue is attributed to its systems integration
   business. The Company has earned no revenue from its TrialMasterJ system.

     Operating Expenses:

   Total operating expenses increased to $658,865 from $242,714 and $1,641,345
   from $442,525 for the three and ninth month periods ending September 30, 1999
   compared to the corresponding periods in fiscal year 1998. This substantial
   increase in operating expenses is attributed to a number of factors including
   the continuing financial obligations associated with the acquisition of
   Education Navigator in June of 1998 and the decision to focus the Company=s
   resources on the development of the TrialMasterTM Internet system.

   Salaries and Wages. Salaries and wages increased to $194,801 from $75,980 and
   $426,067 from $126,989 for the three and ninth month periods ending September
   30, 1999 compared to the corresponding periods in fiscal year 1998. The
   increase in salaries and wages is attributed to an increase in the number of
   employees currently employed by the Company. The Company currently has
   thirteen employees.

  Independent Consultants. Fees to independent consultants increased to $154,060
  from $24,468 and $365,511 from $50,935 for the three and ninth month periods
  ending September 30, 1999 compared to the corresponding period in fiscal year
  1998. The Company decided to outsource a number of areas during the initial
  phase of developing, marketing and implementing the TrialMasterTM system.
  These areas concern product development, marketing and sales, and
  medical/strategic consulting.

  Selling, General and Administrative. Selling, general and administrative
  expenses increased to $186,166 from $44,890 and $525,040 from $139,702 for the
  three and ninth month periods ending September 30, 1999 compared to the
  corresponding periods in fiscal year 1998. The substantial increase in
  selling, general and administrative expenses is attributed to the increase in
  operations related to the development and marketing of the Company's
  TrialMasterTM system.


     LIQUIDITY AND CAPITAL RESOURCES:

  Cash and cash equivalents increased to $187,310 from $44,373 for the period
  ending September 30, 1999 compared to the period ending December 31, 1998. The
  increase is attributed to the cash received from the private placement of the
  5%, Series A Convertible Preferred shares. See Item 2.

  Total liabilities increased to $1,081,641 from $910,325 for the period ending
  September 30, 1999 compared to the period ending December 31, 1998. The
  increased in total liabilities are primarily attributed to the placement of
  convertible notes totaling $862,500.

  The Company generated losses of $601,608 and $1,306,211 from operations for
  the three and nine month periods ending September 30, 1999 compared to a loss
  of $90,858 and income of $13,247 for the corresponding period in fiscal year
  1998. The loss is primarily attributed to the continued financial obligations
  associated with the acquisition of Education Navigator in June of 1998 and the
  development and marketing of the TrialMasterTM system.

  The Company has initiated a private placement of 5% Series A Convertible
  Preferred Shares to accredited investors pursuant to Regulation S of the
  Securities Act of 1933, as amended. See Item 2.




     PART II. OTHER INFORMATION

     Item 2.   Changes in Securities and Use of Proceeds

     Preferred Stock

       On June 28, 1999, the Company amended its articles of incorporation to
  create a class of preferred stock. The Company shall have the authority to
  issue 10,000,000, $.001 par value preferred shares. The board of directors of
  the Company shall have the authority to divide the preferred into series or
  classes and to designate the respective rights of each series or class.

     5% Series A Convertible Preferred Stock

       On July 19, 1999, the Company filed a certificate of designation
  authorizing the creation of a 5% Series A Convertible Preferred stock
  ("Preferred Stock"). The preferences of the Preferred Stock are as follows:

  1. In the event of liquidation, the holders of Preferred Stock 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.

  2. Dividends shall be paid at the rate of 5.00% (five percent) per annum (365
  days), payable semi-annually, on January 1 and July 1 of each following year.

  3. Conversion: (a) Voluntary Conversion: The holders of Preferred Stock shall
  have the right to convert at any time at the option of the holder, each share
  of Preferred Stock into one share of Common Stock, subject to antidilution
  provisions set forth in subsection (c) below. (b) Automatic Conversion: At any
  time after one year from the date of the final Closing Date, the Company can
  require that all outstanding shares of Preferred Stock be automatically
  converted at the conversion then in effect if at the time (a) the closing bid
  price of the Company's Common Stock has exceeded $3.00 for 20 consecutive
  trading days; (b) the Company's Common Stock has been listed on the Nasdaq or
  such other comparable national stock exchange and; (c) a registration
  statement covering the shares of Common Stock issuable upon conversion of the
  Preferred Stock has been filed with the Securities and Exchange Commission and
  declared effective.

  4. Anti-Dilution: Each share of Preferred Stock upon conversion into Shares
  shall have proportional antidilution protection for stock splits, stock
  dividends, combinations, and recapitalizations. The conversion price shall
  also be subject to adjustment to prevent dilution in the event the Company
  issues additional shares of Common Stock or equivalents at a purchase price
  less than the applicable conversion price.

  5. The Preferred Stock shall not be sold, assigned, transferred or pledged
  except upon satisfaction of the conditions specified in the subscription
  agreement executed by the Holder, which conditions are intended to ensure
  compliance with the provisions of the Securities Act. Each Holder will cause
  any proposed purchaser, assignee, transferee, or pledgee of the Preferred
  Share or the Common Stock issuable upon conversion held by a Holder to agree
  to take and hold such securities subject to the provisions and conditions of
  the subscription agreement.

  6. Each certificate representing (i) the Preferred Stock and (ii) any other
  securities issued in respect of the Preferred Stock upon any stock split,
  stock dividend, recapitalization, merger, consolidation or similar event,
  shall be stamped or otherwise imprinted with a legend in the following form
  (in addition to any legend required under applicable state securities laws):

  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
  SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
  OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
  THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
  CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT
  COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE
  OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
  CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE
  OFFICES OF THE CORPORATION.

  7. A Holder shall have a right to vote that number of votes equal to the
  number of shares of Common Stock issuable upon conversion of the Preferred
  Stock.

       In addition to the foregoing, a holder of the Preferred Stock shall have
  registrations rights shares of Common Stock issuable upon conversion of the
  Preferred Stock.

     Issuance of Unregistered Securities

       The Company issued 1,300,000 of its Series A 5% Convertible Preferred
  Shares ("Shares") realizing gross proceeds of $1,244,910 from the placement
  of the shares. Attendant to the issuance of the Shares the Company issued
  300,000 shares of its common stock realizing gross proceeds of $3,000.

       The Company issued shares of common stock totaling 68,000 shares to
  employees and members of its Medical Advisory Board. The shares were issued
  pursuant to Rule 701 and Sec. 4(2) of the Act.

     Item 5.   Other Information

     See Item 2, above.
     Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          Form 8-K filed March 3, 1999; Items 1,2,5, and 6.


                                   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.



                              By:  Peter Knezevich
                             Chief Executive Officer
                            Dated:  December 2, 1999