SECURITIES AND EXCHANGE COMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB-A/1

[Mark One]

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the quarterly period ended SEPTEMBER 30, 2000

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from _______ to ________

         Commission file number: 0-25203

                             OMNICOMM SYSTEMS, INC.
                             ----------------------
                 (Name of small business issuer in its charter)

                    Delaware                       11-3349762
                    --------                       ----------
           (State of incorporation)         (IRS employer Ident. No.)

         3250 Mary Street, #402, Miami, FL                 33133
         ----------------------------------                -----
           (Address of principal office)                 (Zip Code)

         Registrant's telephone number: (305) 448-4700

         Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] NO [ ]

         The number of shares outstanding of each of the issuer's classes of
equity as of September 30, 2000: 7,304,729 common stock $.001 par value,
4,356,948 preferred stock no par value.



NOTE 11: INCOME TAXES

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

                                                    9/30/00          9/30/99
                                                  -----------       ----------
         Current tax expense (benefit):
                  Income tax at statutory rates   $       -0-       $      -0-
         Deferred tax expense (benefit):
                  Amortization of goodwill and
                    Covenant                          (72,458)         (25,038)
         Operating loss carryforward               (1,792,607)         (10,154)
                                                  -----------       ----------
                                                    1,865,065           35,192
         Valuation allowance                       (1,865,065)         (35,192)
                                                  -----------       ----------
         Total tax expense (benefit)                      -0-              -0-
                                                  ===========       ==========

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

                                                    9/30/00           12/31/99
                                                  -----------       -----------
         Deferred tax assets:
           Amortization of intangibles            $   226,120       $   153,662
           Operating loss carryforwards             2,716,356           923,749
                                                  -----------       -----------
                 Gross deferred tax assets          2,942,476         1,077,411
                 Valuation allowance               (2,942,476)       (1,077,411)
                                                  -----------       -----------
                 Net deferred tax asset                   -0-               -0-
                                                  ===========       ===========

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



                                   SIGNATURES

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

                                               OMNICOMM SYSTEMS, INC.
                                               Registrant

Date: December 28, 2000

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

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