SECURITIES AND EXCHANGE COMISSION
                            Washington, D.C. 20549

                                   FORM 10-QSB

[Mark One}

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the quarterly period ended SEPTEMBER 30, 2001

[ ]     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.)

   2555 Davie Road, suite 110B Davie,FL                       33317
     (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, 2001: 8,343,697 common stock $.001 par value,
4,215,224 Series A preferred stock no par value, 200,000 Series B preferred
stock, $.001 par value.


                                                                        1







<TABLE>
<CAPTION>


                      OMNICOMM SYSTEMS, INC.
                  CONSOLIDATED BALANCE SHEETS
                                                                September 30,        December 31,
                                                                    2001                2000
                                                                  (unaudited)
                                                                -------------        -----------
                             ASSETS
CURRENT ASSETS
<S>                                                             <C>                  <C>
     Cash                                                            $857,260           $90,958
     Accounts receivable                                               25,221            19,927
     Prepaid expenses                                                   8,323               -0-
                                                                      -------           -------
     Total current assets                                             890,804           100,885

PROPERTY AND EQUIPMENT, Net                                           458,374           486,481

OTHER ASSETS
     Intangible assets, net                                            56,682            53,071
     Goodwill, net                                                        -0-            79,277
     Other assets                                                      25,160            25,160
                                                                       ------            ------
TOTAL ASSETS                                                       $1,431,020          $744,874
                                                                   ==========          ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $1,005,148        $1,079,506
     Notes payable - current                                           10,000           612,500
     Notes payable related parties - curr                             682,571           660,000
     Deferred revenue                                                  41,013            26,861
                                                                       ------            ------
     Total current liabilities                                      1,738,732         2,378,867

CONVERTIBLE DEBT                                                    2,040,000           462,500
                                                                    ---------           -------
TOTAL LIABILITIES                                                   3,778,732         2,841,367
                                                                    ---------         ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
     5% Series A convertible preferred stock, 5,000,000 shares      3,812,179         3,857,179
     authorized, 4,215,224 and 4,260,224 issued and outstanding,
     respectively, at par
     8% Series B convertible preferred stock, 200,000 shares              200               -0-
     authorized, 200,000 and -0- issued and outstanding,
     respectively, at $.001 par value
     Common stock - 20,000,000 shares authorized, 8,964,648 and         8,965             7,975
     7,974,578 issued, respectively, at $.001 par value
     Additional paid in capital - preferred stock                   1,736,818               -0-
     Additional paid in capital - common stock                      3,866,935         3,261,100
     Less cost of treasury stock: Common - 620,951 and 620,951       (293,912)         (293,912)
     shares, respectively
     Accumulated (deficit)                                        (11,477,757)       (8,927,695)
     Subscriptions receivable                                          (1,140)           (1,140)
                                                                       ------            ------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                               (2,347,712)       (2,096,493)
                                                                   ----------        ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)               $1,431,020          $744,874
                                                                   ==========        ==========
     See accompanying summary of accounting policies and notes to financial statements.
</TABLE>
                                                                    2


<TABLE>
<CAPTION>


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

                                                           For the nine months ended   For the three months ended
                                                                  September 30,              September 30,
                                                                    2001        2000       2001        2000
                                                                    ----        -----      ----        ----
<S>                                                        <C>            <C>       <C>        <C>
Revenues                                                         $102,740    $51,914    $45,561     $11,154
Cost of sales                                                      89,810     43,436     51,613      (3,088)
                                                                   ------     ------     ------       -----
Gross margin (loss)                                                12,930       8,478    (6,052)     14,242

Other expenses
Salaries, benefits and related taxes                            1,403,599   2,373,022    410,484     861,694
Rent                                                              141,719     203,250     63,732      40,842
Consulting - medical advisory                                        -0-      117,667       -0-       28,667
Consulting - marketing sales                                       11,984      83,033     11,984       6,000
Consulting - product development                                   21,125      59,365     21,125      22,945
Legal and professional fees                                       134,696     533,047     33,779     127,069
Travel                                                             48,739     331,671      6,529      21,228
Telephone and internet                                             78,032     167,821     20,776      26,474
Selling, general and administrative                                83,858     527,362     31,983     119,840
Asset Impairment                                                    9,127        -0-       9,127        -0-
Interest expense, net                                             215,034      62,492     79,356      20,512
Depreciation and amortization                                     250,220     291,468     67,287      96,999
                                                                  -------     -------     ------      ------
Total other expenses                                            2,398,133   4,750,198    756,162   1,372,270
                                                                ---------   ---------    -------   ---------
(Loss) before taxes and preferred dividends                    (2,385,203) (4,741,720)  (762,214) (1,358,028)

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

Preferred stock dividends                                        (164,859)   (154,921)   (62,801)    (53,353)
                                                                  -------     -------     ------      ------
Net(loss)                                                     ($2,550,062)($4,896,641) ($825,015)($1,411,381)
                                                               ==========   =========    =======   =========
Net (loss) per share                                              ($0.32)     ($0.90)    ($0.10)     ($0.23)
                                                                  ======       =====       ====        ====
Weighted average number of shares outstanding                   7,857,571   5,437,653  8,082,386   6,182,576
                                                                =========   =========  =========   =========
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                         3


<TABLE>
<CAPTION>

                        OMNICOMM SYSTEMS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited)
                                                                           For the nine months ended
                                                                                September 30,
                                                                         2001                   2000
                                                                        -----                   ----
<S>                                                                   <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net income (loss)                                             ($2,550,062)           ($4,896,641)
        Adjustment to reconcile net income to net cash provided by
        (used in) operating activities:
        Depreciation and amortization                                     250,220                291,468
        Common stock issued for services                                  118,221                278,855
        Preferred stock issued for services                                  -0-                 190,172
        Accrued placement agent fee                                          -0-                 (38,500)
        Change in assets and liabilities:
        Accounts receivable                                               (15,294)               (38,411)
        Inventory                                                            -0-                   5,496
        Prepaid expenses                                                   (8,323)               (12,494)
        Shareholder loans                                                    -0-                   3,406
        Other assets                                                         -0-                 (12,842)
        Intangible assets                                                 (70,250)                   -0-
        Accounts payable and accrued expenses                             105,478                938,396
        Sales tax payable                                                    -0-                  (1,818)
        Deferred revenue                                                   14,152                 39,376
                                                                           ------                 ------
Net cash provided by (used in) operating activities                    (2,146,731)            (3,253,537)
                                                                        ---------              ---------

CASH FLOWS FROM INVESTING ACTIVITIES
        Equity investment in EMN                                             -0-                (335,000)
        Purchase of WebIPA                                                   -0-                   5,033
        Purchase of property and equipment                                (79,085)              (333,911)
                                                                           ------                -------
Net cash provided by (used in) operating activities                       (79,085)              (663,878)
                                                                           ------                -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from convertible notes                                       794,900                   -0-
Payments on notes payable                                                 (50,000)               (45,000)
Proceeds from notes payable                                               490,000                680,000
Proceeds from stock warrant exercise                                         -0-                 963,668
Issuance of 5% Series A convertible preferred stock, net of                  -0-                 789,250
issuance costs
Issuance of 8% Series B convertible preferred stock, net of             1,737,018                   -0-
issuance costs
Issuance of common stock                                                    4,200                385,284
Proceeds from stock option exercise                                        16,000                 20,739
                                                                           ------                 ------
Net cash provided by (used in) financing activities                     2,992,118              2,793,941
                                                                        ---------              ---------
Net increase (decrease) in cash and cash equivalents                      766,302             (1,123,474)
Cash and cash equivalents at beginning of period                           90,958              1,127,263
                                                                           ------              ---------
Cash and cash equivalents at end of period                               $857,260                 $3,789
                                                                         ========                  =====
</TABLE>


                                                                        4




                     OMNICOMM SYSTEMS, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (unaudited)
                         (Continued)

                                                      For the nine months ended
                                                              September 30,
                                                           2001          2000
                                                           ----          ----
     Supplemental Disclosure of Cash Flow Information:
     Cash paid during the period for:
     Income tax paid                                        $-0-          $-0-
     Interest paid                                       $44,653       $27,892

Non-Cash Investing and Financing Transactions;
  Acquisition of all of the outstanding common stock of WebIPA, Inc. during the
  quarter ended September 30, 2000.
     Assets acquired, fair value               $ 5,033
     Cash acquired                               5,033
                                                 -----
     Net cash paid for acquisition             $   -0-
                                                 =====
During the year ended December 31, 2000, $400,000 of convertible notes payable
were converted into 320,000 shares of common stock.

During the year ended December 31, 2000, 1,018,604 incentive stock options were
exercised utilizing stock appreciation rights.  The net proceeds to the company
would have been $293,312.  The company recorded a treasury stock transaction in
the amount of $293,312 to account for the stock appreciation rights.

During the year ended December 31, 2000, a promissory note with a face value of
$100,000 was converted into 66,667 shares of the Company's preferred stock at a
rate of $1.50 per share.

During the year ended December 31, 2000, promissory notes totaling $206,118 of
principal and interest were converted into 91,608 shares of the Company's
preferred stock at a rate of $2.25 per share.

During the year ended December 31, 2000, $245,086 of the Company's convertible
Series A Preferred Stock totaling 196,724 preferred shares were converted into
163,391 shares of common stock.

During the period ended September 30, 2001, the Company issued 90,000 shares
as collateral for a bridge loan with a principal amount due of $75,000.

During the period ended September 30, 2001, $37,500 of convertible notes payable
were converted into 30,000 shares of common stock, net of issuance costs of
$2,890.

During the period ended September 30, 2001, a promissory note with a face value
of $100,000 with $12,329 in accrued interest was converted into 226,038 shares
of the Company's common stock .

During the period ended September 30, 2001, payments totaling $30,000 due under
a non-compete agreement and a promissory note with a face value of $127,500
with $20,844 in accrued interest were converted into 356,688 shares of the
Company's common stock.

During the period ended September 30, 2001, a promissory note with a face value
of $75,000 with $13,993 in accrued interest was converted into 53,768 shares of
the Company's common stock.

During the period ended September 30, 2001, $45,000 of the Company's convertible
Series A Preferred Stock totaling 45,000 preferred shares were converted into
30,000 shares of common stock.

During the period ended September 30, 2001, $760,000 in notes payables were
converted into 12% convertible notes of the Company.

See accompanying summary of accounting policies and notes to financial
statements



                [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                                                 5

                        OMNICOMM SYSTEMS, INC.
            NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                         September 30, 2001
                              (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(R).

NOTE 2:	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash equivalents consist of highly liquid, short-term investments with
maturities of 90 days or less.  The carrying amount reported in the
accompanying balance sheets approximates fair value.

CONSOLIDATION

The Company's accounts include those of its two wholly owned subsidiaries,
OmniCommerce and OmniTrial B.V.  All significant intercompany transactions
have been eliminated in consolidation.

ACCOUNTS RECEIVABLE

Accounts receivable are judged as to collectibility by management and an
allowance for bad debts is established as necessary.  As of each balance
sheet date, no reserve was considered necessary.

EARNINGS PER SHARE

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share."  SFAS 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share.  Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants,
and convertible securities. The diluted earnings per share calculation is very
similar to the previously fully diluted earnings per share calculation method.
SFAS 128 became effective December 31, 1997.

Basic earnings per share were calculated using the weighted average number of
shares outstanding of 7,857,571 and 5,437,653 for the nine months ended
September 30, 2001 and 2000; and 8,082,386 and 6,182,576 for the three months
ended September 30, 2001 and 2000 respectively.  There were no differences
between basic and diluted earnings per share.  Options to purchase 3,409,539
shares of common stock at prices ranging from $.25 to $5.50 per share were
outstanding at September 30, 2001, but they 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.

                                                                      6
                    OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

8% SERIES B CONVERTIBLE PREFERRED STOCK

During the quarter ended September 30, 2001, the Company designated 200,000
shares of its 10,000,000 authorized preferred shares as 8% Series B Convertible
Preferred Stock ('Series B").  Each share is convertible into common stock at
$0.25 per share at a conversion rate of 40 common shares for each share of the
Series B shares.  In the event of liquidation, these shareholders will be
entitled to receive in preference to the holders of common stock and the 5%
Series A Convertible Preferred Stock an amount equal to their original purchase
price plus all accrued but unpaid dividends.  Dividends are payable at the rate
of 8% per annum, payable semi-annually.

ADVERTISING

Advertising costs are expensed as incurred.  Advertising costs were $7,650 and
$126,093 for the periods ended September 30, 2001 and 2000 respectively.

RECLASSIFICATIONS

Certain items from prior periods within the financial statements have been
reclassified to conform to current period classifications.

INTANGIBLE ASSETS AND GOODWILL

Included in Intangible Assets are the following assets:

                                     September 30, 2001
                                                     Accumulated
                                  Cost               Amortization
                                  ----               ------------
Covenant not to compete          $120,000               $120,000
Software development costs         87,500                 87,500
Organization costs                    539                    539
Debt acquisition costs            153,698                 97,016
                                  -------                 ------
                                 $361,737               $305,055
                                  =======                =======
                                    December 31, 2000
                                                     Accumulated
                                  Cost               Amortization
                                  ----               -----------
Covenant not to compete          $120,000               $120,000
Software development costs         87,500                 72,917
Organization costs                    539                    539
Debt acquisition costs            119,625                 81,137
                                  -------                 ------
                                 $327,664               $274,593
                                  =======                =======
The covenant not to compete and the software development costs were acquired
as a result of the acquisition of Education Navigator, Inc. (EdNav) on September
26, 1998.  The covenant is for a two-year period and is being amortized ratably
over that time.  The software development costs were capitalized were amortized
ratably over a three-year period, the expected life of the various products.
Amortization expense was $14,583 for software development costs for the period
ended September 30, 2001.

During the first nine months of 2001, the Company issued Convertible Notes
totaling $1,615,000.  The fees of $70,250 associated with these notes will be
amortized ratably over the term of the notes, which is through January 31, 2002.
Amortization expense of debt acquisition costs totaled $78,564 for the period
ended September 30, 2001, and approximately $2,890 of the debt acquisition
costs were reclassified as stock issuance costs in connection with the
conversion of
                                                                 7

                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

$37,500 (original cost) worth of the convertible notes into common stock of the
Company during the period ended September 30, 2001.


Included in Goodwill, as a result of the EdNav acquisition at September 30, 2001
and December 31, 2000 is the cost of $475,665 and accumulated amortization of
$475,665 and $396,388 respectively.  The goodwill is being amortized ratably
over a period of three years.  Goodwill amortization totaled $79,277 for the
period ended September 30, 2001.

PROPERTY AND EQUIPMENT, AT COST

Property and equipment consists of the following:

                         September 30, 2001          December 31, 2000
                                      Accumulated                  Accumulated
                         Cost        Depreciation     Cost         Depreciation
                         ----        -----------      ----         ------------
Computer and          $434,373          $148,341     $387,862           $88,812
office equipment
Leasehold                2,549               567        1,699               201
improvements
Computer               244,136           101,011      212,412            60,067
software
Office furniture        42,350            15,114       42,350             8,762
                        ------            ------       ------             -----
                      $723,407          $265,033     $644,323          $157,842
                       =======           =======      =======           =======
Renewals and betterments are capitalized; maintenance and repairs are expensed
as incurred.

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

Depreciation expense for the periods ended September 30, 2001 and 2000 was
$107,193 and $99,539 respectively.

DEFERRED REVENUE

Deferred revenue represents cash advances received in excess of revenue earned
on on-going contracts.  Payment terms vary with each contract but may include
an initial payment at the time the contract is executed, with future payments
dependent upon the completion of certain contract phases or targeted milestones.
In the event of contract cancellation, the Company is entitled to payment for
all work performed through the point of cancellation.  The Company had $41,013
in deferred revenue relating to contracts for services to be performed over
the next six to nine months.

REVENUE RECOGNITION POLICY

The Company recognizes sales, for both financial statement and tax purposes in
accordance with SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in
Financial Statements (SAB 101)". SAB 101 requires that revenues be recognized
ratably over the life of a contract.  In accordance with SAB 101 the Company
will periodically record deferred revenues relating to advance payments in
contracts.  The Company had $41,013 in deferred revenue relating to contracts
for services to be performed over the next six to nine months.

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
                                                                             8
                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

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 BASED COMPENSATION

The Company adopted APB 25 to account for its stock based compensation plans.
APB 25 discloses pro forma income amounts which result from recognizing stock
awards at their fair value

EARNINGS PER SHARE

Basic earnings per shares ("EPS") is computed by dividing income available to
common shareholders (which for the Company equals its net loss) by the weighted
average number of common shares outstanding, and dilutive EPS adds the dilutive
effect of stock options and other common stock equivalents.  Antidilutive shares
aggregating 14,349,000 have been omitted from the calculation of dilutive EPS
for the period ended September 30, 2001.  A reconciliation between numerators
and denominators of the basic and dilutive earnings per shares is as follows:
<TABLE>
<CAPTION>
                Period Ended September 30, 2001     Period Ended September 30, 2000
                Net Income      Shares    Per-        NetIncome   Shares       Per
                (Loss)                    Share         (Loss)                Share
                Numerator   Denominator  Amount      Numerator   Denominator  Amount
               ----------   -----------  ------     ----------   ----------   -----
<S>            <C>          <C>        <C>         <C>          <C>         <C>
Basic EPS      $(2,550,062)  7,857,571 $(0.32)     $(4,896,641)  5,437,653   $(0.90)
Effect of
Dilutive
Securities
None.                  -0-         -0-    -0-              -0-         -0-      -0-
              ------------  ---------  --------     -----------  ---------- ---------
Diluted EPS    $(2,550,062)  7,857,571 $(0.32)     $(4,896,641)  5,437,653   $(0.90)
              ============  ==========  ======      ===========  ==========  ========
</TABLE>
IMPACT OF NEW ACCOUNTING STANDARDS

In September 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"), which is effective for all fiscal
quarter of all fiscals years beginning after September 15, 2000, as amended by
SFAS No. 137.  In September 2000, SFAS No. 138 was issued which amended certain
provisions of SFAS No. 133.  SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
imbedded in other contracts, and for hedging activities.  In accordance with
SFAS No. 133, an entity is required to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value.  SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met.  Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement and requires that a company formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting.

                                                                              9

                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)


The Company has not yet completed its evaluation of the impact of SFAS No. 133
on its consolidated financial statements.  However, the Company does not believe
that the implementation of SFAS No. 133 will have a significant effect on its
results of operations.

FASB Interpretation No. 44 "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN No. 44"), provides guidance for applying APB Opinion No.
25, "Accounting for Stock Issued to Employees".  With certain exceptions, FIN
No. 44 applies prospectively to new awards, exchanges of awards in a business
combination, modifications to outstanding awards and changes in grantee status
on or after July 1, 2000.  The Company does not believe that the implementation
of FIN No. 44 will have a significant effect on its results of operations.

In December 1999, The SEC issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB No. 101"), which summarizes certain
of the SEC staff's views in applying generally accounted principles to revenue
recognition in financial statements.  The Company will be required to adopt SAB
No. 101 during fiscal year 2001.  The Company has reviewed SAB No. 101 and
expects the pronouncement to have an effect on its method of recognizing
revenues.  The Company's typical engagement will last from 4 months to several
years, and the revenue generated from those engagements will be ratably
recognized over the life of the engagement.

NOTE 3:	OPERATIONS AND LIQUIDITY

The Company incurred substantial losses in 1999, 2000 and during the first nine
months of fiscal 2001.  Until such time that the Company's products and services
can be successfully marketed the Company will continue to need to fulfill
working capital requirements through the sale of stock and the issuance of debt.
The inability of the company to continue its operations, as a going concern
would impact the recoverability and classification of recorded asset amounts.

The ability of the Company to continue in existence is dependent on its having
sufficient financial resources to bring products and services to market for
marketplace acceptance.  As a result of its significant losses, negative cash
flows from operations, and accumulated deficits for the period  ending September
30, 2001, there is doubt about the Company's ability to continue as a going
concern.

Management believes that its current available working capital, anticipated
contract revenues and subsequent sales of stock and or placement of debt
instruments will be sufficient to meet its projected expenditures for a period
of at least twelve months from September 30, 2001.  However, any projections of
future cash needs and cash flows are subject to substantial uncertainty.  There
can be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all.

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.

The Company accounted for its acquisition of WebIPA under the purchase
method of accounting.  At the time of the transaction WebIPA was a development
stage company with approximately $5,033 in assets and no recorded liabilities.

                                                                   10
                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

NOTE 5:     EQUITY INVESTMENT

European Medical Network (EMN) Investment, at cost

On September 20, 2000 the Company entered into a stock purchase agreement
under which it agreed to purchase a 25% interest in Medical Network AG EMN, a
Swiss company ("EMN"). The agreement, set to close on April 20, 2000,
provided that the purchase price for 25% of EMN's stock equity was $838,500 to
be paid partly in cash and stock.  Two cash payments totaling US $645,000 were
to be paid in installments as follows: $335,000 on March 20, 2000, upon which
EMN would deliver 10% of its stock equity, and $310,000 on April 20, 2000,
upon which EMN would deliver the remaining 15% of its stock equity.  In
addition, the Company was to provide 41,883 shares of restricted common stock
to EMN.  Pursuant to the terms of the stock purchase agreement, on March 20,
2000, EMN's shareholders entered into an agreement that provided for the
Company to have one seat on EMN's board of directors and the right to veto any
sale of equity in excess of 49% of the total issued and outstanding equity of
EMN.

On March 20, 2000, the Company paid EMN $335,000, received 10% of EMN's
equity and a seat on EMN's board.  On April 20, 2000, the Company did not
make the second payment of $310,000 or the stock payment of 41,883 shares to
EMN and the stock purchase agreement did not close.  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
renegotiation the Company has resigned its seat on EMN's board and offered to
sell its 10% interest back to EMN.  The Company accounts for its investment in
EMN under the cost method of accounting.  The Company has established a
valuation allowance of $335,000 against its investment in EMN to reflect the
uncertainty of the fair market value of the investment as of September 30, 2001
and December 31, 2000.



NOTE 6:     NOTES PAYBLE

Education Navigator

The Company satisfied the note payable to the selling stockholders of Education
Navigator on August 24, 2001 for approximately 356,688 shares of common
stock which included remuneration for accrued interest and amounts payable
under non-compete agreements.  The principal amount due at August 24, 2001
was approximately $127,500.

Short-term Borrowings

At September 30, 2001, the Company owed $10,000 under short-term notes
payable.  The note bears interest at 9.5%.  As of September 30, 2001 the
Company was in default on the note.

Related Party Notes Payable

At September 30, 2001, the Company owed $682,571 in related party notes
payable.  The notes restated and amended previously existing notes payable as
part of the Company's private placement of equity which was consummated in
September 2001.  The terms of the notes include payment of one-half of the
principal upon the closing of any financing by the Company resulting in gross
proceeds in excess of $2,000,000; with the balance including accrued interest
payable twenty four (24) months from the date of notes payable.  The notes
accrued interest at a rate of 8% per annum.

                                                                        11

                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)


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
notes bear interest at ten percent annually, payable semi-annually.  The notes
are convertible after maturity, which is five years, into shares of common
stock of the Company at $1.25 per share, including registration rights. As of
September 30, 2001 approximately $437,500 of the Convertible Notes had been
converted into 350,000 shares of common stock of the Company.

During the first nine months of 2001, the Company issued Convertible Notes
Payable in the amount of $1,615,000 pursuant to a Confidential Private Placement
Memorandum.  There were costs of $70,250 associated with this offering.  The
net proceeds to the Company were $1,484,750 with the costs of $70,250 accrued
at September 30, 2001, and $60,000 of accrued expenses converted into the
private placement of debt.  The notes bear interest at twelve percent annually,
payable at maturity.  The notes are convertible after maturity, which is
January 31, 2002, into shares of common stock of the Company at $0.50 per share,
including registration rights.

NOTE 8:	COMMITMENTS AND CONTINGENCIES

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

          2001                $44,207
          2002                 66,900
          2003                 44,600
          2004                      0
          2005                      0
                              --------
          Total              $155,707
                              ========
In addition, to annual base rental payments, the company must pay an annual
escalation for operating expenses as determined in the lease.

CONTINGENT LIABILITIES

On or about September 6, 2000, the Company's wholly owned subsidiary,
OmniTrial B.V. ("OmniTrial") submitted a petition for bankruptcy protection
from the bankruptcy court of the Netherlands.  The court appointed a liquidating
trustee.  The Company claimed that certain assets in the possession of OmniTrial
were paid for by the Company and therefore should not be part of the liquidating
assets of OmniTrial.  The bankruptcy trustee rejected that claim and told the
Company that as part of the OmniTrial bankruptcy estate the assets would be sold
to diminish any deficiency of the estate.  On July 5, 2001 the Company signed a
settlement agreement providing for the return of the assets to the Company in
exchange for a payment of $10,000.

On January 26, 2001, a former employee of the Company, Eugene A. Gordon
filed a lawsuit in the Circuit Court of the 11th Judicial Circuit in and for
Dade County, Florida alleging breach of his employment contract with the
Company.  The plaintiff alleges the Company owes him more than $100,000 for back
payment of salary per the terms of his employment contract.  The Company
disputes Mr. Gordon's allegations and is vigorously defending this lawsuit.

                                                                          12
                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

On February 2, 2001, an advertising firm, Wray Ward Laseter filed a lawsuit in
the Superior Court of North Carolina against the Company.  The plaintiff alleged
claims totaling approximately $84,160 against the Company for fees associated
with advertising, marketing and public relations services provided between
September and September 2000.  On or about April 27, 2001, the Company and
Wray Ward Laseter entered into a settlement agreement which provides that the
plaintiff dismiss the lawsuit with prejudice and release its claims against the
Company in return for a series of payments totaling $66,000.  To date the
Company has made four payments totaling $45,600 under the settlement
agreement.

On February 16, 2001, a staffing agency, Temp Art, Inc. filed a lawsuit in the
County Court in and for Miami-Dade County, Florida.  The plaintiff alleges the
Company breached its contract and owes approximately $13,126 for back
payment of services rendered plus interest and costs On September 25, 2001, the
Company and Temp Art entered into a settlement agreement which provides that
the plaintiff dismiss the lawsuit with prejudice and release its claims against
the Company in return for a payment of $15,700.

In December 2000, the Company received a demand letter from a former
employee for fees owed relating to an advisers agreement between him and the
Company.  The demand letter sought $37,500 in the form of past due fees.  The
former employee later increased his demand to $50,000.  After its initial
settlement offer was rejected, the Company advised the former employee that it
intended to vigorously defend itself against any claims and assert its own
claims against him.  The Company disputes his allegations and intends to
vigorously defend itself should a lawsuit be filed.

NOTE 9:     RELATED PARTY TRANSACTIONS

On July 18, 2000 the Company borrowed $50,000 from Guus van Kesteren, a
Director of the Company.  The promissory note carried an interest rate of 12%
per annum and had a maturity date of September 30, 2000.  In addition, the
Company granted Mr. van Kesteren an option to purchase 20,000 shares of the
Company's common stock at a price of $2.25 per share.  At the Company's
request Mr. van Kesteren elected to convert the promissory note as part of a
private placement of debt of the Company.  The private placement debt will
accrue interest at 12% per annum and is convertible into common stock of
the Company at a rate of $0.50 per share on January 31, 2002.

On August 17, 2000 the Company borrowed $100,000 from Noesis N.V., a
shareholder of the Company.  The promissory note carried an interest rate of 8%
per annum and had a maturity date of January 1, 2001.  At the Company's request
Noesis elected to convert the promissory note as part of a private placement of
debt of the Company.  The private placement debt will accrue interest at 12% per
annum and is convertible into common stock of the Company at a rate of $0.50
per share on January 31, 2002.

On October 26, 2000 the Company borrowed $250,000 from Profrigo N.V., a
shareholder of the Company.  The promissory note carried an interest rate of 5%
per annum and had a maturity date of January 1, 2001.  At the Company's request
Profrigo elected to convert the promissory note as part of a private placement
of debt of the Company.  The private placement debt will accrue interest at 12%
per annum and is convertible into common stock of the Company at a rate of
$0.50 per share on January 31, 2002.

                                                                   13

                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)


On November 22, 2000 the Company borrowed $150,000 from Profrigo, N.V, a
shareholder of the Company.  The promissory note carried an interest rate
of 18% per annum and had a maturity date of January 15, 2001.  In addition,
the Company granted Profrigo an option to purchase 150,000 shares of the
Company's common stock at a price of $0.75 per share.  The promissory note was
amended and restated on August 31, 2001 in connection with a private placement
of the Company's 8% Series B Convertible Preferred Stock.  The promissory note
accrues interest at 8%.  One half of the note is payable upon the closing of a
financing with gross proceeds in excess of $2 million with the balance including
accrued interest due twenty four months from the date of the promissory note.

On December 22, 2000 the Company borrowed $60,000 from Guus van Kesteren
a Director of the Company.  The promissory note carried an interest rate of 5%
per annum and had a maturity date of January 1, 2001.  At the Company's request
Mr. van Kesteren elected to convert the promissory note as part of a private
placement of debt of the Company.  The private placement debt will accrue
interest at 12% per annum and is convertible into common stock of the Company
at a rate of $0.50 per share on January 31, 2002.

On December 22, 2000 the Company borrowed $50,000 from Profrigo N.V. a
shareholder of the Company.  The promissory note carried an interest rate of 5%
per annum and had a maturity date of January 1, 2001.  At the Company's request
Profrigo elected to convert the promissory note as part of a private placement
of debt of the Company.  The private placement debt will accrue interest at 12%
per annum and is convertible into common stock of the Company at a rate of
$0.50 per share on January 31, 2002.

On February 20, 2001 the Company borrowed $60,000 from Guus van Kesteren a
Director of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of August 20, 2001.  In addition, the Company
granted Mr. van Kesteren an option to purchase 20,000 shares of the Company's
common stock at a price of $0.50 per share.  The promissory note was amended
and restated on August 31, 2001 in connection with a private placement of the
Company's 8% Series B Convertible Preferred Stock.  The promissory note
accrues interest at 8%.  One half of the note is payable upon the closing of a
financing with gross proceeds in excess of $2 million with the balance
including accrued interest due twenty four months from the date of the
promissory note.

On March 19, 2001 the Company borrowed $100,000 from Profrigo N.V  a
shareholder of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of September 19, 2001.  The promissory note
was amended and restated on August 31, 2001 in connection with a private
placement of the Company's 8% Series B Convertible Preferred Stock.  The
promissory note accrues interest at 8%.  One half of the note is payable upon
the closing of a financing with gross proceeds in excess of $2 million with the
balance including accrued interest due twenty four months from the date of the
promissory note.

On April 24, 2001 the Company borrowed $20,000 from Guus van Kesteren a
Director of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of August 26, 2001.  In addition, the
Company granted Mr. van Kesteren an option to purchase 6,700 shares of the
Company's common stock at a price of $0.30 per share.  The promissory note
was amended and restated on August 31, 2001 in connection with a private
placement of the Company's 8% Series B Convertible Preferred Stock.  The
promissory note accrues interest at 8%.  One half of the note is payable
upon the closing of a financing with gross proceeds in excess of $2 million
with the balance including accrued interest due twenty four months from
the date of the promissory note.


                                                                    14

                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)


On June 22, 2001 the Company borrowed $25,000 from Guus van Kesteren a
Director of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of December 22, 2001.  The note was
convertible into common stock prior to maturity solely at the noteholders
option at a price equivalent to that offered in any financing closed by the
Company exceeding $1,000,000 prior to the notes maturity.  Mr. van Kesteren
exercised the option to participate in the Company's private placement of its
8% Series B Convertible Preferred Stock in September 2001.

On June 22, 2001 the Company borrowed $25,000 from Cornelis Wit a Director
of the Company.  The promissory note carries an interest rate of 12% per annum
and has a maturity date of December 22, 2001.  The note was convertible into
common stock prior to maturity solely at the noteholders option at a price
equivalent to that offered in any financing closed by the Company exceeding
$1,000,000 prior to the notes maturity.  Mr. Wit exercised the option to
participate in the Company's private placement of its 8% Series B
Convertible Preferred Stock in September 2001.

On July 5, 2001 the Company borrowed $100,000 from Guus van Kesteren a
Director of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of August 26, 2001.  In addition, the
Company granted Mr. van Kesteren an option to purchase 20,000 shares of the
Company's common stock at a price of $0.41 per share.  The promissory note
was amended and restated on August 31, 2001 in connection with a private
placement of the Company's 8% Series B Convertible Preferred Stock.  The
promissory note accrues interest at 8%.  One half of the note is payable upon
the closing of a financing with gross proceeds in excess of $2 million with
the balance including accrued interest due twenty four months from the date
of the promissory note.

On July 17, 2001 the Company borrowed $10,000 from Guus van Kesteren a
Director of the Company.  The promissory note carries an interest rate of 12%
per annum and has a maturity date of August 26, 2001.  In addition, the Company
granted Mr. van Kesteren an option to purchase 4,000 shares of the Company's
common stock at a price of $0.40 per share.  The promissory note was amended
and restated on August 31, 2001 in connection with a private placement of the
Company's 8% Series B Convertible Preferred Stock.  The promissory note
accrues interest at 8%.  One half of the note is payable upon the closing of a
financing with gross proceeds in excess of $2 million with the balance including
accrued interest due twenty four months from the date of the promissory note.


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 Nos. 106 or 112.

NOTE 11:     STOCK BASED COMPENSATION

ACCOUNTING FOR STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation", ("SFAS No. 123") requires that stock awards granted
subsequent to January 1, 1995, be recognized as compensation expense based on
their fair value at the date of grant.  Alternatively, a company may use
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", ("APB 25") and disclose pro forma income amounts which would have
resulted from recognizing such awards at their fair value.  The Company has
elected to account for stock-based compensation expense under APB 25.

                                                                    15
                   OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

STOCK OPTION PLAN

In 1998 the Company's Board of Directors approved the OmniComm Systems 1998
Stock Option Plan. (the "1998 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.  Pursuant
to the 1998 Plan the Company may grant options to purchase up to 3,000,000
shares of the Company's common stock.  The Company's Board of Directors voted in
August 2001 to recommend to the Company's shareholders to increase the number
of shares authorized under the 1998 Plan from 3,000,000 to 5,000,000.  The vote
on that proposal will occur on November 16, 2001 at  the Company's Annual
Meeting of Shareholders  The term of each option may not exceed ten years from
the date of grant, and options vest in accordance with a vesting schedule
established by the plan administrator.

The Company's share option activity and related information is summarized below:
                                      Period ended
                       September 30, 2001          December 31, 2000
                                   Weighted                Weighted
                                    Average                Average
                                   Exercise                Exercise
                         Options    Price       Options       Price
Outstanding at
beginning of period     3,316,006      $2.28     3,562,916       $1.00
     Granted            1,856,000      $0.49     1,851,994       $3.46
     Exercised             20,000      $0.80     1,045,894       $0.30
     Cancelled          1,742,467      $2.14     1,053,010       $1.97
                        ---------      -----     ---------        ----
Outstanding at end of
period                  3,409,539      $1.38     3,316,006       $2.28
Exercisable at end of   =========       ====     =========        ====
period                  2,072,667      $1.50     1,512,848       $2.19
                        =========       ====     =========        ====
During the second and third quarters of 1999, the Company issued 86,377 and
68,000, respectively, common shares to employees and advisors under its stock
bonus arrangement.  The Company adopted SFAS 123 to account for its stock
based compensation plans.  SFAS 123 defines the "fair value based method" of
accounting for stock based compensation.  Under the fair value based method,
compensation cost is measured at the grant date based on the value of the
award and is recognized over the service period.  In accordance with this
method, the Company recognized expense of  $56,145 and $44,200, respectively,
during the second and third quarters of 1999, and $41,980 during the third
quarter of 2000.

During 2000 the Company issued an aggregate of 187,330 shares of common stock
to employees and advisors with a fair market value as measured on the date of
issuance of $324,482 for services rendered under employment and consulting
agreement.  In addition, the Company issued 126,781 shares of preferred stock
with a fair market value as measured on the date of grant of $190,172 to a
financial advisor in accordance with a consulting agreement.


During 2001 the Company issued an aggregate of 170,451 shares of common stock
to employees and advisors with a fair market value as measured on the date of
issuance of $118,221 for services rendered under employment and consulting
agreement.


NOTE 12:     OMNITRIAL, B.V. BANKRUPTCY

On or about September 6, 2000, the Company's wholly owned subsidiary,
OmniTrial B.V. ("OmniTrial") submitted a petition for bankruptcy protection
from the bankruptcy court of the Netherlands.  The court appointed a
liquidating trustee.  The Company claimed that certain assets in the
possession of OmniTrial were paid for by the Company and therefore should
not be part of the liquidating assets of OmniTrial.  The bankruptcy trustee
rejected that claim and told the

                                                                     16
                  OMNICOMM SYSTEMS, INC.
       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                     September 30, 2001
                         (unaudited)

Company that as part of the OmniTrial bankruptcy estate the assets would be
sold to diminish any deficiency of the estate.  On July 5, 2001 the Company
signed a settlement agreement providing for the return of the assets to the
Company in exchange for a payment of $10,000.

NOTE 13:     INCOME TAXES

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

                                             9/30/01           9/30/00
Current tax expense (benefit):               -------           -------
     Income tax at statutory rates             $-0-               $-0-
Deferred tax expense (benefit):
     Amortization of goodwill and
     covenant                                (35,320)            (72,458)
Operating loss carryforward                 (862,232)         (1,792,607)
                                            --------           ---------
                                            (897,552)         (1,865,065)
Valuation allowance                          897,552           1,865,065
                                             -------           ---------
Total tax expense (benefit)                     $-0-                $-0-
                                                ====                ====
The tax effects of significant temporary differences, which comprise the
deferred tax assets are as follows:

                                              9/30/01          12/31/00
Deferred tax assets:                          ------           --------
Amortization of intangibles                 $259,622            $224,302
Operating loss carryforwards               3,998,321           3,136,089
                                           ---------           ---------
Gross deferred tax assets                  4,257,943           3,360,391
Valuation allowance                       (4,257,943)         (3,360,391)
                                           ---------           ---------
Net deferred tax asset                          $-0-                $-0-
                                                ====                ====
The Company has net operating loss carryforwards (NOL) for income tax
purposes of approximately $10,600,000.  This loss is allowed to be offset
against future income until the year 2021 when the NOL's will expire.  Other
timing differences relate to depreciation and amortization for the stock
acquisition of Education Navigator in 1998.  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 the substantial
losses incurred in 2000.



NOTE 14:     INTERIM FINANCIAL REPORTING

The unaudited financial statements of the Company for the period from
January 1, 2001 to September 30, 2001 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.


                                                                        17



FORWARD-LOOKING STATEMENTS

Statements contained in this Form 10-QSB that are not historical fact
are "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 or profitability levels of such businesses, and
other matters contained in this Form 10-QSB 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 Form 10-QSB.
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.  The
Company does not undertake any obligation to update or revise any
forward-looking statement made by it or on its behalf, whether as a
result of new information, future events or otherwise.
                                                            18


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS

The following information should be read in conjunction
with the Consolidated Financial Statements and Notes
thereto and other information set forth in this report.

General

The Company changed the focus of its core business during
1999.  The company is a provider of Internet based database
products that integrate significant components of the
clinical trial process, including the collection,
compilation and validation of clinical trial data.  Prior
to 1999 the Company was a computer systems integrator
providing services and hardware sales for the installation
of local and wide area networks.

The Company expects to continue phasing out the systems
integration segment of its business throughout 2001.
Virtually all of the Company's personnel are involved in
the development and marketing of the Company's TrialMaster
product.

Nine Months  Ended September 30, 2001 Compared With the
Period Ended September 30, 2000

Results of Operations

Revenues

Revenues for the period ended September 30, 2001 were
$102,740 compared to $51,914 for the same period in 2000.
Revenues associated with the Company's Internet based
clinical trial products were approximately $79,543 and
$4,167 for 2001 and 2000 respectively.  Systems integration
revenues in 2001 were approximately $23,197 versus $47,747
in fiscal 2000.  The Company expects systems integration
revenues in 2001 to slightly decrease in comparison to
2000.

The Company's TrialMaster product is currently being sold
as an application service provider ("ASP") that provides
electronic data capture ("EDC") and other services such as
an enterprise management suite which assists its clients in
the pharmaceutical, biotechnology and medical device
industries in accelerating the completion of clinical
trials.

TrialMaster contracts provide for pricing that is based on
both the size and duration of the clinical trial.  Size
parameters include the number of patients participating in
the trial and the number of data points being collected per
patient.  The client will pay a trial setup fee based on
the previously mentioned factors, and then pay an on-going
maintenance fee for the duration of the clinical trial that
provides software, network and site support during the
trial.  Generally, these contracts will range in duration
from 4 months to several years.  Setup fees are generally
earned prior to the inception of a trial, however, the
revenues will be recognized in accordance with SEC Staff
Accounting Bulletin No. 101 "Revenue Recognition in
Financial Statements" which requires that the revenues be
recognized ratably over the life of the contract.  The
maintenance fee revenues are earned and recognized monthly.
Costs associated with contract revenues are recognized as
incurred.


                                                               19
Cost of Sales

Cost of sales was $89,810 for the period ended September 30, 2001 versus
$43,436 for the period ended September 30, 2000.  The increase in cost of
sales is attributable to the Company's  increase in personnel in its
development programming and Q/A functions offset by a curtailment of its
systems integration business segment.  Included in cost of sales is $73,563
in labor costs associated with clinical trial production and support in 2001
compared with $0 in 2000.  The Company anticipates increasing development
programming labor costs on an absolute basis as its trial revenues increase.
We expect labor costs to decrease on a relative percentage basis as we
increase our trial base and develop economies of scale with regard to trial
production.

The Company does not anticipate that systems integration costs will be a
significant source of expense in 2001.  The Company anticipates that the
commercialization of its database product TrialMaster and its related
components will be the source of most of its cost of sales.

Other Expenses

Salaries, Employee Benefits and Related Expenses

Salaries and related expenses is the Company's biggest expense at 58.5% of
total Other Expenses for 2001.  Salaries and related expenses totaled
$1,403,599 in 2001 compared to $2,373,022 in 2000.  The Company increased its
personnel in 2000 in anticipation of marketing both TrialMaster and WebIPA.
The increase encompassed additional computer programmers, and increased sales
and marketing personnel.  The Company has reduced its sales and marketing
personnel primarily through the closure of its European office based on its
decision to focus on building its clinical trial clientele domestically in
the US.  In addition, the Company was able to reduce its research and
development personnel through the consolidation of its Tampa, Florida and
Miami, Florida offices.  The Company currently employs approximately 19
employees out of its Miami corporate office.  The Company expects to increase
headcount within its technology and sales & marketing based functions in
concert with anticipated increases in TrialMaster clients during the fourth
quarter of 2001 and during fiscal 2002.

Rent

Rent expense was $141,719 for the period ended September 30, 2001 compared
with $203,250 for the comparable period in fiscal 2000.  The decrease can be
attributed to $36,989 paid as a lease settlement in 2000 and approximately
$29,117 in rent expense for the Company's office in Amsterdam incurred in
fiscal 2000 which did not recur in 2001 due to the closure of the Amsterdam
office in connection with the bankruptcy filing of the Company's European
subsidiary, OmniTrial B.V, offset by approximately $4,575 paid in additional
rent in 2001 pursuant to standard lease cost of living adjustments.

                                                               20
Consulting Expenses

Consulting expenses, which are comprised of medical advisory, product
development and marketing and sales consultants were $33,109 for the period
ended September 30, 2001 compared to $260,065 in fiscal 2000. The decrease
can be attributed to several factors.  There was a decrease in marketing and
sales consulting expense of $71,049 caused by the conversion of two sales
consultants into marketing executives of the Company.  There was a decrease
of $117,677 in medical advisory consulting expenses that is directly
correlated to a restructuring of the Company's medical advisory board.
Product development fees were reduced by $38,240 through the diminished use
of temporary employees within the Company's research and development
function.


Legal and Professional Fees

Legal and professional fees decreased to $134,696 in the period ended
September 30, 2001 compared to $533,047 in the same period in 2000.  The
decrease can be attributed to investment banking and financial advisory fees
totaling $430,669 in 2000 versus $52,500 in fiscal 2001.  Legal and
accounting fees were $82,196 in 2001 compared to $102,378 for the same period
in fiscal 2000.

Telephone and Internet

Telephone and Internet related costs were reduced by $89,789 due to decreased
telephone and Internet access costs associated with the closing of the
Company's offices in Amsterdam, the Netherlands and Tampa, Florida, and a
decrease in overall long-distance charges associated with the closed
facilities.  In addition, there were credits due which were not recognized
during the first nine months of 2000 totaling approximately $37,200 for
excess charges by the Company's long distance and network access provider.
The Company does not anticipate increasing in access charges during fiscal
2001 based on its own existing communications infrastructure and its
projected 2001 clinical trial workload.

Selling, General and Administrative

Selling, general and administrative expenses ("SG&A") includes all office
oriented expenses, advertising, public relations and marketing costs and all
other expenses not directly chargeable to either cost of sales or
specifically detailed income statement categories.  These expenses were
approximately $83,858 in fiscal 2001 compared to $527,362 in fiscal 2000.  A
portion of the decrease is a result of reduced expenditures for advertising
($118,443), conferences and seminars ($52,955), marketing ($66,977) and
general office related costs ($137,756) in comparison with fiscal 2000. In
addition, during fiscal 2000, the Company had SG & A expenses of
approximately $47,761 in its European operation.

Depreciation and Amortization

Depreciation and amortization expense was $250,220 for fiscal 2001 compared
with $291,468 for fiscal 2000.  The decrease is a result of an increase in
depreciation expense in 2001 of approximately $7,654 that is associated with
additional computer and office equipment and in amortization expense from
debt acquisition costs of $31,222 offset by a decrease in the

                                                                21

amortization of the non-compete covenant, goodwill and software
development costs associated with the Education Navigator acquisition in
1998 of $30,000, $39,639 and $7,292, respectively.

Three Months  Ended September 30, 2001 Compared With the Period Ended
September 30, 2000

Results of Operations

Revenues

Revenues for the period ended September 30, 2001 were $45,561 compared to
$11,154 for the same period in 2000.  Revenues associated with the Company's
Internet based clinical trial products were approximately $45,561 and $4,167
for 2001 and 2000 respectively.  Systems integration revenues in 2001 were
approximately $0 versus $6,987 in fiscal 2000.

The Company's TrialMaster product is currently being sold as an application
service provider ("ASP") that provides electronic data capture ("EDC") and
other services such as an enterprise management suite which assists its
clients in the pharmaceutical, biotechnology and medical device industries in
accelerating the completion of clinical trials.

TrialMaster contracts provide for pricing that is based on both the size and
duration of the clinical trial.  Size parameters include the number of
patients participating in the trial and the number of data points being
collected per patient.  The client will pay a trial setup fee based on the
previously mentioned factors, and then pay an on-going maintenance fee for
the duration of the clinical trial that provides software and network support
during the trial.  Generally, these contracts will range in duration from 4
months to several years.  The maintenance fee revenues are earned and
recognized monthly.  Costs associated with contract revenues are recognized
as incurred.

Cost of Sales

Cost of sales was $51,613 for the period ended September 31, 2001 versus
$(3,088) for the period ended September 30, 2000.  The increase in cost of
sales is attributable to increased labor costs for clinical trial development
and support functions.

The Company does not anticipate that systems integration costs will be a
significant source of expense in 2001.  The Company anticipates that the
commercialization of its database product TrialMaster and its related
components will be the source of most of its cost of sales.

Other Expenses

Salaries, Employee Benefits and Related Expenses

Salaries and related expenses is the Company's biggest expense at 54.3% of
total Other Expenses for 2001.  Salaries and related expenses totaled
$410,484 in 2001 compared to $861,694 in 2000.  The Company increased its
personnel in 2000 in anticipation of marketing both TrialMaster and WebIPA.
The increase encompassed additional computer programmers, and increased sales
and marketing personnel.  The Company has reduced its sales and marketing
personnel primarily through the closure of its European office based on its
decision to focus on building its clinical trial clientele domestically in
the US.  In addition, the Company was able to reduce its research and

                                                          22

development personnel through the consolidation of its Tampa, Florida and
Miami, Florida offices.  The Company currently employs approximately 19
employees out of its Miami corporate office.  The Company expects to increase
headcount within its technology based functions in concert with anticipated
increases in TrialMaster clients during fiscal 2001 and is likely to increase
its sales and marketing force in an effort to increase its profile in the
clinical trial community.  The Electronic Data Capture ("EDC") market within
the clinical trial industry remains an emerging growth market.  The company
expects the adoption rate of EDC services to continue growing dramatically
for the next 2 to 3 years as the pharmaceutical industry evaluates the impact
on drug development timetables.

Rent

Rent expense was $63,732 for the period ended September 30, 2001 compared
with $40,842 for the comparable period in fiscal 2000.  The increase can be
to approximately $12,000 paid in 2001 as part of a lease settlement on the
Company's Tampa office, approximately $6,600 in additional rent expense for
the Company's office in the Netherlands and approximately $4,290 paid in
additional rent in 2001 pursuant to standard lease cost of living
adjustments.

Consulting Expenses

Consulting expenses, which are comprised of medical advisory, product
development and marketing and sales consultants were $33,109 for the period
ended September 30, 2001 compared to $57,612 in fiscal 2000. The decrease can
be attributed to several factors.  There was an increase in marketing and
sales consulting expense of $5,984 associated with new client contact
initiatives launched in September 2001 by the Company.  There was a decrease
of $28,667 in medical advisory consulting expenses that is directly
correlated to a restructuring of the Company's medical advisory board.
Product development fees were reduced by $1,820 through the diminished use of
temporary employees within the Company's research and development function.

The Company may incur increased marketing and sales consulting expense over
the next 6 to 18 months as it seeks to increase our market penetration.  We
view the additional consulting expense as a cost effective means of stepping
up our sales efforts without incurring additional fixed salary costs.


Legal and Professional Fees

Legal and professional fees decreased to $33,779 in the period ended
September 30, 2001 compared to $127,069 in the same period in 2000.  The
decrease can be attributed to investment banking and financial advisory fees
totaling $85,712 in 2000 versus $7,500 in fiscal 2001.  Legal and accounting
fees were $26,279 in 2001 compared to $41,357 for the same period in fiscal
2000.

Telephone and Internet

Telephone and Internet related costs decreased by $5,698 due to the decreased
telephone and Internet access costs associated with the closing of the
Company's offices in Amsterdam, the Netherlands and Tampa, Florida.  The
Company does not anticipate any significant changes to its telephone and
Internet access costs based on its own existing communications infrastructure
and its projected 2001 and 2002 workload.

                                                                23

Selling, General and Administrative

Selling, general and administrative expenses ("SG&A") includes all office
oriented expenses, advertising, public relations and marketing costs and all
other expenses not directly chargeable to either cost of sales or
specifically detailed income statement categories.  These expenses were
approximately $31,983 in fiscal 2001 compared to $119,840 in fiscal 2000.
The significant components of the decrease are a result of decreased
expenditures for advertising ($6,994), public relations ($27,377), marketing
($18,960) and general office related costs associated with the Company's
office in the Netherlands of ($31,461) in comparison with fiscal 2000.

Depreciation and Amortization

Depreciation and amortization expense was $67,287 for fiscal 2001 compared
with $96,999 for fiscal 2000.  The decrease is a result of a decrease in
depreciation expense in 2001 of approximately $6,197, and by decrease in the
amortization of the goodwill and software development costs associated with
the Education Navigator acquisition in 1998 of $39,639 and 7,293 offset by
the increased  amortization of debt acquisition costs of $23,417.

Liquidity and Capital Resources

The Company changed its primary focus to providing Internet based database
applications to the clinical trial industry in mid 1998.  At that time it began
phasing out its systems integration business segment.  Since the Company made
TrialMaster and its related components its primary business, the Company has
relied primarily on the proceeds from the sale of debt and equity securities to
fund its operations.

Cash and cash equivalents increased by $766,302 to $857,260 at September 30,
2001.  This was the result of cash provided by financing activities of
$2,992,118 offset by cash used in operating activities of approximately
$2,146,731 and $79,085 in investing activities.  The significant components of
the activity include a loss from operations of approximately $2,550,062, an
increase in debt acquisition costs of $70,250 related to a private placement of
the Company's debt, the purchase of property and equipment of approximately
$79,085, offset by an increase in accounts payable and accrued expenses of
approximately $105,478 and approximately $2,992,118 the company raised through
the sale of debt and equity securities.

Because of the losses experienced in 1999, 2000 and the first nine months of
2001, the Company has needed to continue utilizing the proceeds from the sale
of debt and equity securities to fund its working capital needs.  The capital
markets during the latter half of fiscal 2000 continuing through the present
provided a difficult climate for the raising of capital because of the decline
in value of publicly held technology stocks and the corresponding apprehension
on the part of investors to invest in technology oriented firms.  The softness
in the capital markets coupled with the losses experienced caused working
capital shortfalls.  To compensate for its working capital needs the Company
has used a combination of equity financing and short-term bridge loans.

                                                                  24

The Company's primary capital requirements are for daily operations and for
the continued development and marketing of the TrialMaster system.  The
Company's Management believes that its current available working capital,
anticipated and subsequent sales of stock and or debt financing will be
sufficient to meet its projected expenditures for a period of at least twelve
months from September 30, 2001.  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.







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                                                               25


PART II -OTHER INFORMATION

ITEM 5.	OTHER INFORMATION

Private Placements

	12% Convertible Note

	On January 1, 2001, Noesis Capital Corp., 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: $2,500,000 , Best Efforts.

	Offering:	50 Units Maximum. Each Unit consists of a one (1) year
convertible note (the "Note") in the principal amount of $50,000,
bearing 12% annual interest, payable at maturity (January 31, 2002)
with the principal convertible into shares of common stock, $.001 par
value, of the Company ("Common Stock" or "Shares") at $0.50 per Share,
subject to customary anti-dilution provisions.

	Price: 		$50,000 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.

	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) Termination Date: March 31, 2001, unless earlier terminated or
extended by the Company.
(4) Placement Fee: 5% Commission (cash); warrants to purchase a number
of shares equal to 10% of the number of shares issuable upon
conversion of the Notes sold in the offering, at an exercise price
of $.50 per share, exercisable for a period of five (5) years,
commencing on the final closing date of the offering.

The private placement was closed on June 21, 2001.  Gross proceeds were
$1,555,000 with accrued expenses of $60,000 converted into the private
placement and placement agent fees of $70,250.

	8% Series B Convertible Preferred Stock

On August 31, 2001, the Company executed an Agency Agreement with
Commonwealth Associates, L.P. ('Commonwealth"), for Commonwealth to act
as placement agent in a private placement to credited investors on
behalf of the Company. The terms of the offering are as follows:

	Amount: $1,000,000 Minimum, Best Efforts - All or None; $2,000,000
Maximum, Best Efforts.

	Offering:	10 Units Minimum, 20 Units Maximum. Each Unit consists of
(i) 10,000 shares of Series B Convertible Preferred Stock (the "Series
B Preferred Shares") subject to the Certificate of Designation of
Preferred Stock filed with the Delaware Secretary of State with the
Series B Preferred Shares convertible into shares of common stock,
$.001 par value, of the Company ("Common Stock" or "Shares") at $0.25
per Share, subject to customary anti-dilution provisions. and (ii) five
year warrants to purchase an aggregate of 400,000 shares of common
stock at an exercise price of $.25 per share (the "Series B Warrants").

                                                          26

	Price: 		$100,000 per Unit. The Company will accept
subscriptions for partial Units.

	Registration Rights: Demand rights within 6 months after the closing of
the private placement and unlimited PiggyBack registration rights.

	Use of Proceeds:	Capital expenditures, operating and marketing
expenses.

	Conditions:

(1) Regulation D of the Securities Act of 1933, as amended.
(2) Suitability Standards; Accredited Investors Only.
(4) Termination Date:  September 28, 2001, unless terminated earlier or
extended by the Company.
 (4) Placement Fee: 10% Commission (cash); warrants to purchase a
number of shares equal to 15% of the number of shares issuable upon
conversion of the Notes sold in the offering, at an exercise price
of $.25 per share, exercisable for a period of five (5) years,
commencing on the final closing date of the offering.

The private placement was closed on September 21, 2001.  Gross proceeds
were $2,000,000 with placement agent fees of $200,000.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits.
None.

(b)	Reports on Form 8-K.

On September 25, 2001, the Company filed a current report on Form 8-K
dated September 25, 2001 reporting items 5, 6 and 7 in connection with a
private placement of its 8% Series B Convertible Preferred Stock.  The
Company completed a $2 million private placement with Commonwealth
Associates, L.P. serving as placement agent for the transaction.  The
Company also announced that Jan Vandamme had resigned as a Director and
had been replaced on the Board of Directors by Harold Blue.

                                                         27



                             SIGNATURES

	In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

OmniComm Systems, Inc.
Registrant


By:	David Ginsberg, D.O., Director, Chief Executive Officer and President
Date:	November 8, 2001

By:	Ronald T. Linares, Vice President of Finance, Chief Financial and
      Accounting Officer
Date:	November 8, 2001


                                                         28