<PAGE>

                       SECURITIES AND EXCHANGE COMISSION
                            Washington, D.C. 20549

                                FORM 10-QSB A/2

[Mark One}

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the quarterly period ended JUNE 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 June 30, 2000: 5,859,176 common stock $.001 par value. 4,263,500 5% Series
A Convertible Preferred Stock, $0.00 par.
<PAGE>

                            OMNICOMM SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                          June 30,  December 31,
                                                              2000          1999
                                                       (Unaudited)          ----
                                                       -----------

                   ASSETS
                   ------
CURRENT ASSETS
              Cash                                     $   214,602  $ 1,127,263
          Accounts receivable                               35,759        8,458
          Inventory                                          5,046       10,166
          Prepaid expenses                                  22,260           -0-
                                                       -----------  -----------
          Total current assets                             277,667    1,145,887

Property and equipment, net                                564,667      353,183

OTHER ASSETS
          Equity investment in EMN                         335,000          -0-
          Shareholder loans                                    -0-        3,406
          Intangible assets, net                           119,256      169,629
          Goodwill, net                                    158,555      237,832
          Other assets                                      40,852       26,960
                                                       -----------  -----------
TOTAL ASSETS                                           $ 1,495,997  $ 1,936,897
                                                       ===========  ===========

      LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
      ----------------------------------------------
CURRENT LIABILITIES
          Accounts payable and accrued expenses        $ 1,403,024  $   284,481
          Notes payable - current                          707,500      177,500
          Sales tax payable                                    331        1,818
                                                       -----------  -----------
          Total current liabilities                      2,110,855      463,799

Convertible Notes                                          462,500      862,500
                                                       -----------  -----------
TOTAL LIABILITIES                                        2,573,355    1,326,299
                                                       -----------  -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
          Preferred stock - 10,000,000 shares            3,812,093    3,872,843
          authorized, 4,356,948 and 4,117,500
          issued and outstanding, respectively
          at $0.00 par value
          Common  stock - 20,000,000 shares                  6,480        3,344
          authorized, 6,480,127 and 3,344,066
          issued, respectively, at $.001 par
          value
          Additional paid in capital                     1,536,838      238,007
          Retained earnings (deficit)                   (6,137,905)  (2,652,644)
          Less cost of treasury stock:                    (293,912)         -0-
          Common - 620,951 and -0- shares
          respectively
          Stock subscription receivable                       (952)    (850,952)
                                                       -----------  -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                    (1,077,358)     610,598
                                                       -----------  -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)   $ 1,495,997  $ 1,936,897
                                                       ===========  ===========

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

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

<TABLE>
<CAPTION>
                                         For the six months ended     For the three months ended
                                                 June 30,                       June 30,
                                                2000         1999             2000          1999
                                                ----         ----             ----          ----
<S>                                      <C>                          <C>
Revenues                                       40,760      912,401          15,782       383,679
Cost of sales                                  46,524      634,524          11,404       409,233
                                         ------------   ----------    ------------    ----------

Gross margin                                   (5,764)     277,877           4,378       (25,554)

Other expenses
Salaries, benefits and related taxes        1,511,329      231,266         938,396       128,331
Rent                                          162,408       27,554         101,476        12,181
Consulting - medical advisory                  89,000          -0-          47,000           -0-
Consulting - marketing sales                   77,033      210,101          29,033       160,080
Consulting - product development               36,420          -0-           7,985           -0-
Legal and professional fees                   405,978       70,374         206,731        32,407
Travel                                        310,443      105,690         140,724        71,792
Telephone and internet                        141,347        9,143          77,313         3,921
Factoring fees                                    -0-        4,500             -0-           632
Selling, general and administrative           407,521      155,017         192,325       127,321
Interest expense, net                          41,979       29,439          24,956        20,608
Depreciation and amortization                 194,470      139,396         101,854        70,168
                                         ------------   ----------    ------------    ----------
Total other expenses                        3,377,928      982,480       1,867,793       627,441
                                         ------------   ----------    ------------    ----------

(Loss) before taxes and preferred          (3,383,692)    (704,603)     (1,863,415)     (652,995)
dividends

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

Preferred stock dividends                    (101,569)         -0-         (52,115)          -0-
                                         ------------   ----------    ------------    ----------

Net (loss)                               $ (3,485,261)  $ (704,603)   $ (1,915,530)   $ (652,995)
                                         ============   ==========    ============    ==========

Net (loss) per share                     $      (0.70)  $    (0.46)   $      (0.35)   $    (0.41)
                                         ============   ==========    ============    ==========
Weighted average number of shares
outstanding
                                            5,000,089    1,532,428       5,549,470     1,604,390
                                         ============   ==========    ============    ==========
</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 six months ended
                                                                              June 30,
                                                                         2000          1999
                                                                         ----          ----
<S>                                                                 <C>             <C>
Cash Flows From Operating Activities
Net (loss)                                                           $(3,485,261)   $ (704,603)
Adjustment to reconcile net loss to net cash
Common stock issued for services                                          90,000           -0-
Depreciation and amortization                                            194,470       139,396
Changes in operating assets and liabilities, net of effects of
acquisition of Education Navigator, Inc.
          Accounts receivable                                            (27,301)       37,015
          Inventory                                                        5,120         2,555
          Prepaid expenses                                               (22,260)      (12,431)
          Other assets                                                   (13,892)        2,500
          Accounts payable and accrued expenses                        1,118,544        14,745
          Sales tax payable                                               (1,487)      (29,955)
          Due to factoring agent                                             -0-       (42,485)
                                                                             ---    ----------
Net cash (used) in operating activities                               (2,142,067)     (593,263)
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                            (272,900)      (26,198)
                                                                     -----------    ----------
Net cash (used) in investing activities                                 (602,867)      (26,198)
Cash Flows from Financing Activities
          Net proceeds from convertible notes                                -0-       742,875
          Proceeds from notes payable                                    530,000           -0-
          Proceeds from the issuance of preferred stock, net of          789,250           -0-
          issuance costs
          Issuance of common stock                                           284        56,145
          Proceeds from stock warrant exercise                           492,000           -0-
          Proceeds from stock option exercise                             20,739           -0-
          Payments on notes payable                                          -0-      (150,000)
                                                                             ---    ----------
Net cash provided by financing activities                              1,832,273       649,020
                                                                     -----------    ----------

Net increase (decrease) in cash and cash equivalents                    (912,661)       29,559
Cash and cash equivalents at beginning of period                       1,127,263        44,373
                                                                     -----------    ----------
Cash and cash equivalents at end of period                           $   214,602    $   73,932
                                                                     ===========    ==========

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

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

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

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

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

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

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

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

Issuance of common stock       250,000      250                                                                                 250

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

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

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

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

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

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

Issuance of common stock        40,000       40      89,960                                                                 90,000
for services
</TABLE>
<PAGE>


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

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

Issuance of common stock             284,166           284

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

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

Payment of subscription
receivable

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

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

Issuance of preferred                                                             146,000        146,000
stock

Issuance costs                                                                                  (206,750)

Exercise of stock options             20,000            20         15,980

Exercise of stock warrants           246,000           246        491,754


<CAPTION>

                                                                     Total
                             Subscription      Treasury          Shareholders'
                              Receivable        Stock               Equity
                              ----------        -----               ------
<S>                         <C>              <C>                <C>
Issuance of common stock                                               284

Exercise of stock options                                          298,050

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

Payment of subscription           850,000                          850,000
receivable

Acquisition of WebIPA,                                               5,633
Inc.

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

Issuance of preferred                                              146,000
stock

Issuance costs                                                    (206,750)

Exercise of stock options                                           16,000

Exercise of stock warrants                                         492,000

</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   5%
                                                               Convertible
                          Common Stock        Additional     Preferred Stock      Retained                                 Total
                        Number of   $.001      Paid In    Number of               Earnings  Subscription   Treasury    Shareholders'
                         Shares   Par Value    Capital     Shares   $0.00 Par     (Deficit)  Receivable      Stock        Equity
                         ------   ---------    -------     ------   ---------     ---------  ----------      -----        ------
<S>                     <C>                    <C>         <C>                    <C>        <C>           <C>        <C>
Conversion of            320,000       320      399,680                                                                  400,000
convertible notes
payable

Net loss for the                                                                 (3,485,261)                          (3,485,261)
quarter ended                                                                    -----------                          -----------
March 31, 2000

Balances at
June 30, 2000          5,859,176    $6,480   $1,536,838  4,263,500  $3,812,093  $(6,137,905)    $(952)    $(293,912) $(1,077,358)
                       =========    ======   ==========  =========  ==========  ============    ======    ========== ============
</TABLE>
<PAGE>

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

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

           OmniComm Systems, Inc. (the Company) was originally incorporated in
           Florida in February 1997. The Company provides Internet based
           database applications that integrate significant components of the
           clinical trial process, including the collection, compilation and
           validation of data over the Internet. The Company's primary products
           include TrialMaster(TM) 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 shared calculation is very
           similar to the previously fully diluted earnings per share
           calculation method. SFAS 128 became effective December 31, 1997.

           Basic earnings per share were calculated using the weighted average
           number of shares outstanding of 5,000,089 and 1,532,428 for the six
           months ended June 30, 2000; and 5,549,470 and 1,604,390 for the three
           months ended June 30, 2000 respectively. There were no differences
           between basic and diluted earnings per share. Options to purchase
           3,605,497 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.
<PAGE>

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

               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:

                                                          June 30, 2000
                                                          -------------
                                                            Accumulated
                                             Cost          Amortization
                                             ----          ------------
               Covenant not to compete     $120,000           $ 120,000
               Software development costs    87,500              58,334
               Organization costs               539                 450
               Debt acquisition costs       119,625              35,888
               Trademarks                     1,363                   0
               Patents                        4,901                   0
                                           --------           ---------
                                           $333,928           $ 214,672
                                           ========           =========


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

               The covenant not to compete and the software development costs
               were acquired as a result of the acquisition of Education
               Navigator, Inc. (EdNav) on June 26, 1998. The covenant is for a
               two-year period and is being amortized ratably over that time.
               The software development costs were capitalized and are being
               amortized ratably over a three-year period, as that is the
               expected life of the various products.

               During the first nine months of 1999, the Company issued
               Convertible Notes totaling $862,500. The fees of $119,625
               associated with these notes are being amortized ratably over the
               term of the notes, which is five years.

               Included in Goodwill, as a result of the EdNav acquisition at
               March 31, 2000 and December 1999 is the cost of $475,665 and
               accumulated amortization of $317,110 and $237,833 respectively.
               The goodwill is being amortized ratably over a period of three
               years.
<PAGE>

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

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

              Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                          June 30, 2000                             December 31, 1999
                                          -------------                             -----------------
                                                  Accumulated                             Accumulated
                                                  -----------                             -----------
                                          Cost   Depreciation                  Cost      Depreciation
                                          ----   ------------                  ----      ------------
              <S>                    <C>         <C>                        <C>          <C>
              Computer and
              Office equipment         380,858       $ 76,964               $195,340          $30,146
              Leasehold
              Improvements               1,156             39                      0                0
              Computer software        227,433          9,664                167,220            1,034
              Office furniture          47,108          5,221                 23,070            1,267
                                     ---------       --------               --------          -------

                                     $ 656,555       $ 91,888               $385,630          $32,447
                                     =========       ========               ========          =======
</TABLE>

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

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

              Depreciation expense for the six months ended June 30, 2000 and
              1999 was $58,557 and $4,336 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.

              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.
<PAGE>

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

              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.

              As of June 30, 2000 the Company had issued 3,605,497 options to
              purchase common stock at prices ranging from $0.25 to $6.50 per
              share with expirations through August 19, 2011

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

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

              The ability of the Company to continue in existence is dependent
              on its having sufficient financial resources to bring products and
              services to market for marketplace acceptance. As a result of its
              significant losses, negative cash flows from operations, and
              accumulated deficits for the periods ending June 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
              June 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.

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

              European Medical Network (EMN) Investment
              -----------------------------------------

              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.
<PAGE>

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

              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.


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

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

              As of June 30, 2000, the Company owed $177,500 to the selling
              stockholders of Education Navigator. The notes are payable over
              two years and bear interest at 5.51% annually. The amount payable
              during fiscal 2000 is $177,500. 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 note the
              Company will pay a late charge equal to 5% of the $177,500 due on
              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 June 30, 2000 the Company owed $530,000 under short-term notes
              payable. The notes bear interest at rates ranging from 8.75% to
              12%. The average term of the promissory notes is 40 days. The
              notes are not collateralized and the note holders were granted
              stock warrants in the Company at a price of $2.25 per share. As of
              June 30, 2000 the Company was in default on the three of the notes
              for a principal amount of $300,000. Subsequent to June 30, 2000,
              the Company negotiated a conversion of the debt into common stock
              of the Company with all three parties for the principal amount due
              plus all accrued interest.

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 June 30, 2000
              approximately $320,000 of the Convertible Notes had been converted
              into 400,000 shares of common stock of the Company.

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

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

                            2000    $  75,469
                            2001      142,341
                            2002      139,965
                            2003            0
                            2004            0
                                    ---------
                            Total   $ 357,775
                                    =========
<PAGE>

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

                  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 June 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:          INTERIM FINANCIAL REPORTING
                  ---------------------------

                  The unaudited financial statements of the Company for the
                  period from January 1, 2000 to June 30, 2000 and January 1,
                  1999 to June 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.

NOTE 12:          INCOME TAXES
                  ------------

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

<TABLE>
<CAPTION>
                                                                        6/30/00                   6/30/99
                                                                        -------                   -------
<S>                                                                    <C>                       <C>
                  Current tax expense (benefit):
                           Income tax at statutory rates               $       -0-               $      -0-
                  Deferred tax expense (benefit):
                           Amortization of goodwill and
                             Covenant                                      (48,306)                 (25,038)
                  Operating loss carryforward                           (1,310,946)                 (10,154)
                                                                       -----------               ----------
                                                                         1,359,252                   35,192
                  Valuation allowance                                   (1,359,252)                 (35,192)
                                                                       -----------               ----------
                  Total tax expense (benefit)                          $       -0-               $      -0-
                                                                       ===========               ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                          6/30/00                   12/31/99
                                                                          -------                   --------
                  <S>                                                   <C>                        <C>
                  Deferred tax assets:
                    Amortization of intangibles                         $   201,968                $   153,662
                    Operating loss carryforwards                          2,234,695                    923,749
                                                                        -----------                -----------
                           Gross deferred tax assets                      2,436,663                  1,077,411
                           Valuation allowance                           (2,436,663)                (1,077,411)
                                                                        -----------                -----------
                           Net deferred tax asset                       $       -0-                $       -0-
                                                                        ===========                ===========
</TABLE>
<PAGE>

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

                  The Company has net operating loss (NOL) carryforwards for
                  income tax purposes of approximately $5,800,000. This loss is
                  allowed to be offset against future income until the year 2020
                  when the NOL's will expire. Other timing differences relate to
                  depreciation and amortization for the stock acquisition of
                  EdNav (Note 2). The tax benefits relating to all timing
                  differences have been fully reserved for in the valuation
                  allowance account due to the lack of operating history and
                  substantial losses.
<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 SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999

Revenues:

Total revenues decreased to $40,760 from $912,401 for the six months ended June
30, 2000 compared to the corresponding period in fiscal year 1999. This
substantial decrease in revenue can be attributed to the Company changing its
focus away from computer systems integration to the development and marketing of
Internet based database products.

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

Cost of Sales:

Total cost of sales decreased to $46,524 from $634,524 for the six months ending
June 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 on the development and marketing of the TrialMaster(TM)
Internet and WebIPA systems. The Company experienced a decrease in product and
service revenues in connection with the change in strategic focus and therefore
a corresponding decrease in cost of goods sold.

Other Expenses:

Salaries and Wages. Salaries and wages increased to $1,511,329 from $231,266 for
the six month period ending June 30, 2000 compared to the corresponding period
in fiscal year 1999. The Company currently has thirty two employees compared to
eight 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.
<PAGE>

Selling, General and Administrative. Selling, general and administrative
expenses which includes; rent, telephone and Internet expenses and travel,
increased to $1,021,719 from $301,904 for the first six 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(TM) 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 six 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 $405,978
from $70,374 for the first six 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 First Stanford Healthcare in
conjunction with the Company's attempt to raise capital during the first half of
fiscal 2000.

Independent Consultants. Independent consulting expenses decreased to $202,453
from $210,101 for the six months ended June 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 increases in Medical Advisory and Product
Development Consulting Fees. The Company has retained the services of
independent programmers to assist in finalizing certain software issues related
to the application. In addition, the Company continues to retain the services of
consultants to assist in developing marketing strategies for the marketing and
sales of the TrialMaster(TM) system and WebIPA systems. The Company has
established a medical advisory board and the members are paid monthly retainers
ranging from $1,000 to $8,333 per month.

LIQUIDITY AND CAPITAL RESOURCES:

Cash and cash equivalents decreased to $214,602 from $1,127,263 during the first
six months of fiscal year 2000. The decrease can be attributed to the losses
incurred during the first two quarters, the Company's investment in European
Medical networks of $335,000, the purchase of property and equipment offset by
the receipt of equity financing received from the issuance of Series A
Convertible Preferred Convertible Stock and from the exercise of common stock
warrants associated with the Series A Preferred shareholders.

The Company generated a loss of $3,485,261 from operations in the first six
months of fiscal year 2000 compared to a loss of $704,603 for the corresponding
period in 1999. The losses can be primarily attributed to the increased expenses
associated with the development and marketing of the TrialMaster(TM) and WebIPA
systems. The Company has incurred increased expenses in salaries and wages,
consulting fees, travel and professional fees in connection with developing and
marketing the Company's Internet based products.

The Company's primary capital requirements are for daily operations and for the
continued development and marketing of TrialMaster(TM) and WebIPA systems.
Management believes that its current available working capital, anticipated 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 June 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.

RESULTS OF OPERATIONS

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

Revenues:

Total revenues decreased to $15,782 from $383,679 for the three months ended
June 30, 2000 compared to the corresponding period in fiscal year 1999. This
substantial decrease in revenue can be attributed to the Company changing 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
<PAGE>

1999. The Company's transition to a Internet development and marketing oriented
business had been completed by the end of fiscal 1999.

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

Cost of Sales:

Total cost of sales decreased to $11,404 from $409,233 for the three months
ending June 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 on the development and marketing of the TrialMaster(TM)
Internet and WebIPA systems. The Company experienced a decrease in product and
service revenues in connection with the change in strategic focus and therefore
a corresponding decrease in cost of goods sold. The Company does not anticipate
any substantial increases in either revenues or cost of sales from its computer
systems integration business.

Other Expenses:

Salaries and Wages. Salaries and wages increased to $938,396 from $128,331 for
the three month period ending June 30, 2000 compared to the corresponding period
in fiscal year 1999. The Company currently has thirty two employees compared to
eight 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 $511,838 from $215,215 for the three months ended June 30, 2000
compared to the corresponding period in fiscal year 1999. The substantial
increase in selling, general and administrative expenses can be attributed to
the increase in resources expended related to the development and marketing of
the Company's TrialMaster(TM) and WebIPA systems. The Company experienced
increases in its, 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. 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 June 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 $206,731
from $32,407 for the three months ended June 30, 2000 compared to the comparable
period in fiscal 1999. The increase is primarily attributable to Investment
Banking and Financial Advisory fees paid to First Stanford Healthcare in
conjunction with the Company's attempt to raise capital during the first half of
fiscal 2000.

Independent Consultants. Independent consulting expenses decreased to $84,018
from $160,080 for the three months ended June 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 increases in Medical Advisory and Product
Development Consulting Fees. The Company has retained the services of
independent programmers to assist in finalizing certain software issues related
to the application. In addition, the Company continues to retain the services of
consultants to assist in developing marketing strategies for the marketing and
sales of the TrialMaster(TM) system and WebIPA systems. The Company has
established a medical advisory board and the members are paid monthly retainers
ranging from $1,000 to $8,333 per month.
<PAGE>

PART II. OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

         In the Circuit Court of the 11/th/ Judicial Circuit Court in and for
Miami-Dade County, Florida, SPP Real Estate, Inc. filed suit on May 24, 2000 for
damages and other relief against OmniComm Systems, Inc. alleging OmniComm's
breach of a lease for real property.

ITEM 5.  OTHER INFORMATION

Private Placement

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

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

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

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

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

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

         Use of Proceeds:  Operating and Marketing Expenses

         Conditions:

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

         Placement Agent Fees: 10% Commission (cash); 3%
<PAGE>

         Nonaccountable expense allowance (cash); $7,500 advance against
non-accountable due diligence expense.

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

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

         None

(b) Reports on Form 8-K

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

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

         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 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 a Director of the Company.


                                  SIGNATURES
                                  ----------

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

                                                          OMNICOMM SYSTEMS, INC.
                                                                      Registrant
                  Date:    September 12, 2001
                           ------------------



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