SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[Mark One]

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly
period ended: September 30, 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, #307, Miami, FL.             33313
 (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.

OMNICOMM SYSTEMS, INC.

Part I - Financial Information               Page

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

Consolidated Statements of Shareholders'
     Equity(Deficit) -
     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, 1,679,377 and 1,343,000
    issued and outstanding, respectively,
    at $.001 par value                        236,199       132,604
  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
                             OMNICOMM SYSTEMS, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
              For The Period January 1, 1998 to September 30, 1999
                                                                    Total
                                 5% Series A Convertible            Share-
                 Common Stock        Preferred Stock   Retained     holders'
               Number     $.001    Number              Earnings     Equity
              of Shares   Value   of Shares   $ Par    (Deficit)    (Deficit)

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  132,354                                       132,354

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

BALANCES AT
DEC 31, 1998
(Audited)     1,343,000  132,604                          (311,407)   (178,803)

Issuance of
Common Stock    250,000      250                                           250

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

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

Issuance of
Common Stock
for Services     68,000   44,200                                        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  $236,199  1,300,000 $1,244,910 $(1,617,618) $ (136,509)



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 TrialMasterTM
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 undersibned thereunto duly authorized.



                         By:  Peter Knezevich
                        Chief Executive Officer
                       Dated:  November 12, 1999