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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





[Mark One]

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

for the quarterly period ended March 31, 2008



| ̈ | 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.

(Exact name of registrant as specified in its Charter)





No Changes

(Former name, former
address and former fiscal year, if changed since last report)



|                                                             |  |                                   
|------------------------------------------------------------ |  | ----------------------------------
|Delaware                                                     |  | 11-3349762                        
|State or other jurisdiction of Incorporation or organization |  | IRS Employer Identification Number



|                                                        |  |         
|------------------------------------------------------- |  | --------
|2101 W. Commercial Blvd. Suite 4000, Ft. Lauderdale, FL |  | 33309   
|Address of principal executive offices                  |  | Zip Code

954.473.1254

Registrants Telephone Number (including area code)





Indicate by check mark whether the Issuer:
(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   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 under the Securities Exchange Act of 1934. (Check one):



|                                                                     |  |                           
|-------------------------------------------------------------------- |  | --------------------------
|Large Accelerated Filer   ̈                                           |  | Accelerated Filer   ̈      
|Non-Accelerated Filer (Do not check if smaller reporting company)   ̈ |  | Small Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares outstanding of each of the issuers classes of common equity as of May 15, 2008: 74,701,008 common stock $.001 par value.









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TABLE OF CONTENTS TO THE QUARTERLY REPORT ON FORM 10-Q FOR THE

THREE MONTHS ENDED MARCH 31 2008



|                                                                                                                                                              |  |                                                                                        |  |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | --------
|                                                                                                                                                              |  |                                                                                        |  | Page No.
|PART I. - FINANCIAL INFORMATION                                                                                                                              
|Item 1.                                                                                                                                                       |  | Financial Statements                                                                   |  | 3       
|Item 2.                                                                                                                                                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations. |  | 17      
|Item 3.                                                                                                                                                       |  | Quantative and Qualitative Disclosures About Market Risk.                              |  | 26      
|Item 4T                                                                                                                                                       |  | Controls and Procedures.                                                               |  | 26      
|PART II - OTHER INFORMATION                                                                                                                                  
|Item 1.                                                                                                                                                       |  | Legal Proceedings.                                                                     |  | 28      
|Item 1A.                                                                                                                                                      |  | Risk Factors.                                                                          |  | 28      
|Item 2.                                                                                                                                                       |  | Unregistered Sales of Equity Securities and Use of Proceeds.                           |  | 28      
|Item 3.                                                                                                                                                       |  | Defaults Upon Senior Securities.                                                       |  | 28      
|Item 4.                                                                                                                                                       |  | Submission of Matters to a Vote of Security Holders.                                   |  | 28      
|Item 5.                                                                                                                                                       |  | Other Information.                                                                     |  | 28      
|Item 6.                                                                                                                                                       |  | Exhibits.                                                                              |  | 28      
|SIGNATURES                                                                                                                                                    |  | 29                                                                                    
|Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002 CEO Cornelis F. Wit                         
|Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002 CFO Ronald T. Linares                       
|Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002  CEO - Cornelis F. Wit  
|Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002  CFO - Ronald T. Linares



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OMNICOMM SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                                                                      |  | March 31,2008 |             |   | December 31,2007 |  
|                                                                                                                                                                                                                      |  | (unaudited)   |             |   |                  |  
|ASSETS                                                                                                                                                                                                                |  |               |             |   |                  |   |             |  
|CURRENT ASSETS                                                                                                                                                                                                        |  |               |             |   |                  |   |             |  
|Cash                                                                                                                                                                                                                  |  | $             | 1,073,676   |   |                  | $ | 481,961     |  
|Accounts receivable, net of allowance for doubtful accounts of $2,586 and $2,586 in 2008 and 2007, respectively                                                                                                       |  |               | 476,834     |   |                  |   | 769,325     |  
|Prepaid expenses and other assets                                                                                                                                                                                     |  |               | 161,329     |   |                  |   | 37,628      |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|Total current assets                                                                                                                                                                                                  |  |               | 1,711,839   |   |                  |   | 1,288,914   |  
|                                                                                                                                                                                                                      |  |              
|PROPERTY AND EQUIPMENT, net                                                                                                                                                                                           |  |               | 565,957     |   |                  |   | 434,699     |  
|                                                                                                                                                                                                                      |  |              
|OTHER ASSETS                                                                                                                                                                                                          |  |               |             |   |                  |   |             |  
|Intangible assets                                                                                                                                                                                                     |  |               | 153,349     |   |                  |   | 2,285       |  
|Other assets                                                                                                                                                                                                          |  |               | 16,197      |   |                  |   | 16,229      |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|TOTAL ASSETS                                                                                                                                                                                                          |  | $             | 2,447,342   |   |                  | $ | 1,742,127   |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|                                                                                                                                                                                                                      |  |              
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                        |  |               |             |   |                  |   |             |  
|CURRENT LIABILITIES                                                                                                                                                                                                   |  |               |             |   |                  |   |             |  
|Accounts payable and accrued expenses                                                                                                                                                                                 |  | $             | 730,775     |   |                  | $ | 696,281     |  
|Convertible Notes, related party, net of discount                                                                                                                                                                     |  |               | 234,464     |   |                  |   | -0-         |  
|Convertible Notes, net of discount                                                                                                                                                                                    |  |               | 803,875     |   |                  |   | 87,500      |  
|Notes payable  current portion                                                                                                                                                                                       |  |               | 111,800     |   |                  |   | -0-         |  
|Notes payable related party current portion                                                                                                                                                                          |  |               | 185,000     |   |                  |   | -0-         |  
|Conversion feature liability                                                                                                                                                                                          |  |               | 441,555     |   |                  |   | -0-         |  
|Deferred revenue                                                                                                                                                                                                      |  |               | 2,747,500   |   |                  |   | 2,632,274   |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|Total current liabilities                                                                                                                                                                                             |  |               | 5,254,969   |   |                  |   | 3,416,055   |  
|                                                                                                                                                                                                                      |  |              
|NOTES PAYABLE, net of current portion                                                                                                                                                                                 |  |               | -0-         |   |                  |   | 111,800     |  
|NOTES PAYABLE RELATED PARTY, net of current portion                                                                                                                                                                   |  |               | -0-         |   |                  |   | 185,000     |  
|Warrant LIABILITY                                                                                                                                                                                                     |  |               | 934,885     |   |                  |   | -0-         |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|TOTAL LIABILITIES                                                                                                                                                                                                     |  |               | 6,189,854   |   |                  |   | 3,712,855   |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|COMMITMENTS AND CONTINGENCIES (see Note 5)                                                                                                                                                                            |  |               |             |   |                  |   |             |  
|SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                        |  |               |             |   |                  |   |             |  
|Undesignated preferred stock - $.001 par value. 4,022,500 shares authorized, no shares issued and outstanding                                                                                                         |  |               | -0-         |   |                  |   | -0-         |  
|                                                                                                                                                                                                                      |  |              
|Series B convertible preferred stock, - $.001 par value. 230,000 shares authorized, -0- and 48,000 issued and outstanding, respectively;
liquidation preference $-0- and $480,000, respectively                       |  |               | -0-         |   |                  |   | 48          |  
|                                                                                                                                                                                                                      |  |              
|Series C convertible preferred stock, - $.001 par value. 747,500 shares authorized, -0- and 337,150 issued and outstanding, respectively;
liquidation preference $-0- and $3,371,500, respectively                    |  |               | -0-         |   |                  |   | 337         |  
|                                                                                                                                                                                                                      |  |              
|5% Series A convertible preferred stock - $0.001 par value, 5,000,000 shares authorized; 4,170,224 and 4,170,224 issued and outstanding,
respectively; liquidation preference $4,170,224 and $4,170,224, respectively |  |               | 4,170       |   |                  |   | 4,170       |  
|                                                                                                                                                                                                                      |  |              
|Common stock  150,000,000 shares authorized, 74,701,008 and 59,032,598 issued and outstanding, after deducting 802,612 and 802,612
shares of treasury stock, at $.001 par value, respectively                        |  |               | 75,455      |   |                  |   | 59,786      |  
|Additional paid in capital  preferred                                                                                                                                                                                |  |               | 3,763,009   |   |                  |   | 7,638,549   |  
|Additional paid in capital  common                                                                                                                                                                                   |  |               | 32,104,897  |   |                  |   | 27,893,433  |  
|Less: Treasury stock, cost method, 802,612 and 802,612 shares, respectively                                                                                                                                           |  |               | (369,389    | ) |                  |   | (369,389    | )
|Accumulated other comprehensive income                                                                                                                                                                                |  |               | 7,255       |   |                  |   | 7,957       |  
|Accumulated deficit                                                                                                                                                                                                   |  |               | (39,327,909 | ) |                  |   | (37,205,619 | )
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|TOTAL SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                  |  |               | (3,742,512  | ) |                  |   | (1,970,728  | )
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                  |  | $             | 2,447,342   |   |                  | $ | 1,742,127   |  
|                                                                                                                                                                                                                      |  |               |             |   |                  |   |             |  

See accompanying summary of accounting policies and notes to financial statements.



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OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                        |  |                                     |            |   |      |   |            |  
|------------------------------------------------------- |  | ----------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                        |  | For the three months endedMarch 31, |           
|                                                        |  | 2008                                |            |   | 2007 |  
|Revenues                                                |  |                                     |            |   |      |   |            |  
|Net sales                                               |  | $                                   | 1,012,044  |   |      | $ | 822,251    |  
|                                                        |  |                                    
|Cost of sales                                           |  |                                     | 318,566    |   |      |   | 214,086    |  
|                                                        |  |                                     |            |   |      |   |            |  
|Gross margin                                            |  |                                     | 693,478    |   |      |   | 608,165    |  
|                                                        |  |                                    
|Operating expenses                                      |  |                                     |            |   |      |   |            |  
|Salaries, benefits and related taxes                    |  |                                     | 2,136,415  |   |      |   | 1,296,044  |  
|Rent & occupancy expenses                               |  |                                     | 126,395    |   |      |   | 72,814     |  
|Consulting                                              |  |                                     | 123,665    |   |      |   | 125,300    |  
|Legal and professional fees                             |  |                                     | 56,898     |   |      |   | 66,849     |  
|Travel                                                  |  |                                     | 117,819    |   |      |   | 39,923     |  
|Telephone and internet                                  |  |                                     | 38,508     |   |      |   | 21,777     |  
|Selling, general and administrative                     |  |                                     | 122,827    |   |      |   | 147,980    |  
|Unrealized gain on derivative liabilities               |  |                                     | (272,553   | ) |      |   | -0-        |  
|Depreciation and amortization                           |  |                                     | 67,076     |   |      |   | 19,574     |  
|                                                        |  |                                     |            |   |      |   |            |  
|Total operating expenses                                |  |                                     | 2,517,050  |   |      |   | 1,790,261  |  
|                                                        |  |                                     |            |   |      |   |            |  
|Operating income (loss)                                 |  |                                     | (1,823,572 | ) |      |   | (1,182,096 | )
|                                                        |  |                                    
|Other income (expense)                                  |  |                                     |            |   |      |   |            |  
|Interest expense                                        |  |                                     | (304,057   | ) |      |   | (23,608    | )
|Interest income                                         |  |                                     | 5,339      |   |      |   | 2,810      |  
|                                                        |  |                                     |            |   |      |   |            |  
|(Loss) before taxes and preferred dividends             |  |                                     | (2,122,290 | ) |      |   | (1,202,894 | )
|                                                        |  |                                     |            |   |      |   |            |  
|Net income (loss)                                       |  |                                     | (2,122,290 | ) |      |   | (1,202,894 | )
|                                                        |  |                                     |            |   |      |   |            |  
|Preferred stock dividends in arrears Series A Preferred |  |                                     | (49,957    | ) |      |   | (50,637    | )
|Preferred stock dividends in arrears Series B Preferred |  |                                     | (9,753     | ) |      |   | (9,863     | )
|Preferred stock dividends in arrears Series C Preferred |  |                                     | (67,245    | ) |      |   | (66,506    | )
|                                                        |  |                                     |            |   |      |   |            |  
|Total preferred stock dividends                         |  |                                     | (126,955   | ) |      |   | (127,006   | )
|                                                        |  |                                     |            |   |      |   |            |  
|Net income (loss) attributable to common stockholders   |  | $                                   | (2,249,245 | ) |      | $ | (1,329,900 | )
|                                                        |  |                                     |            |   |      |   |            |  
|Net (loss) per share, basic and diluted                 |  | $                                   | (0.04      | ) |      | $ | (0.03      | )
|                                                        |  |                                     |            |   |      |   |            |  
|Weighted average number of shares outstanding           |  |                                     | 59,294,171 |   |      |   | 50,995,631 |  
|                                                        |  |                                     |            |   |      |   |            |  

See accompanying summary of accounting policies and notes to financial statements



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OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND MARCH 31, 2007

(unaudited)



|                                                                                           |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                           |  | 2008 |            |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Net income (loss)                                                                          |  | $    | (2,122,290 | ) |      | $ | (1,202,894 | )
|Adjustment to reconcile net income to net cash provided by (used in) operating activities: |  |      |            |   |      |   |            |  
|Depreciation and amortization                                                              |  |      | 67,076     |   |      |   | 19,574     |  
|Employee stock option wage expense                                                         |  |      | 326,207    |   |      |   | 173,100    |  
|Common stock issued for accrued interest                                                   |  |      | -0-        |   |      |   | 61,782     |  
|Unrealized gain on derivative liabilities                                                  |  |      | (272,553   | ) |      |   | -0-        |  
|Common stock issued in cashless exercise of stock options                                  |  |      | -0-        |   |      |   | (754       | )
|Interest expense from derivative instruments                                               |  |      | 274,833    |   |      |   |            |  
|                                                                                           |  |     
|Change in assets and liabilities:                                                          |  |      |            |   |      |   |            |  
|Accounts receivable                                                                        |  |      | 292,491    |   |      |   | (190,080   | )
|Prepaid expenses and other assets                                                          |  |      | (123,701   | ) |      |   | (12,123    | )
|Other assets                                                                               |  |      | 32         |   |      |   | 6,484      |  
|Accounts payable and accrued expenses                                                      |  |      | 36,997     |   |      |   | (212,247   | )
|Deferred revenue                                                                           |  |      | 115,226    |   |      |   | 58,421     |  
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) operating activities                                        |  |      | (1,405,682 | ) |      |   | (1,298,737 | )
|                                                                                           |  |      |            |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Investment in intangible assets                                                            |  |      | -0-        |   |      |   | -0-        |  
|Sales of property and equipment                                                            |  |      | -0-        |   |      |   | -0-        |  
|Purchase of property and equipment                                                         |  |      | (168,121   | ) |      |   | (41,658    | )
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                                        |  |      | (168,121   | ) |      |   | (41,658    | )
|                                                                                           |  |      |            |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Proceeds from issuance of common stock, net of issuance costs                              |  |      | -0-        |   |      |   | 2,827,474  |  
|Proceeds from stock option exercise                                                        |  |      | -0-        |   |      |   | 5,067      |  
|Proceeds from stock subscription receivable                                                |  |      | -0-        |   |      |   | 1,250      |  
|Proceeds from issuance of Secured Convertible Debenture, net of issuance costs             |  |      | 2,166,220  |   |      |   | -0-        |  
|Proceeds from notes payable                                                                |  |      | -0-        |   |      |   | 211,800    |  
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) financing activities                                        |  |      | 2,166,220  |   |      |   | 3,045,591  |  
|                                                                                           |  |      |            |   |      |   |            |  
|                                                                                           |  |     
|Effect of exchange rate change on cash and cash equivalents                                |  |      | (702       | ) |      |   | (11,221    | )
|Net increase (decrease) in cash and cash equivalents                                       |  |      | 591,715    |   |      |   | 1,693,975  |  
|Cash and cash equivalents at beginning of period                                           |  |      | 481,961    |   |      |   | 38,254     |  
|                                                                                           |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                                 |  | $    | 1,073,676  |   |      | $ | 1,732,229  |  
|                                                                                           |  |      |            |   |      |   |            |  



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OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND MARCH 31, 2007

(unaudited)

(continued)



|                                                         |  |                                    |           |      |   |        
|-------------------------------------------------------- |  | ---------------------------------- | --------- | ---- | - | -------
|                                                         |  | For the three months endedMarch 31
|                                                         |  | 2008                               |           | 2007
|Supplemental Disclosure of Cash Flow Information:        |  |                                    |           |      |   |        
|Cash paid during the period for:                         |  |                                    |           |      |   |        
|                                                         |  |                                   
|Income tax                                               |  | $                                  | -0-       |      | $ | -0-    
|                                                         |  |                                    |           |      |   |        
|Interest                                                 |  | $                                  | 7,149     |      | $ | 2,268  
|                                                         |  |                                    |           |      |   |        
|Non-cash Transactions                                    |  |                                    |           |      |   |        
|Common stock issued in exchange for Notes Payable        |  | $                                  | -0-       |      | $ | 865,000
|Common stock issued for accrued interest                 |  | $                                  | -0-       |      | $ | 61,782 
|Conversion of Series B Preferred Stock into common stock |  | $                                  | 191,518   |      | $ | -0-    
|Conversion of Series C Preferred Stock into common stock |  | $                                  | 3,684,407 |      | $ | -0-    
|Common Stock issued for anti-dilution rights             |  | $                                  | 157,445   |      | $ | -0-    

See accompanying summary of accounting policies and notes to financial statements



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



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

OmniComm Systems, Inc. (OmniComm or Company) is a healthcare technology
company that provides Web-based electronic data capture (EDC) solutions and related value-added services to pharmaceutical and biotech companies, CRO (CRO), and other clinical trial sponsors. TrialMaster®, the Companys EDC software application, allows clinical trial sponsors and investigative sites to securely collect, validate, transmit and analyze clinical trial data.

Our ability to compete within the EDC industry is predicated on our ability to continue enhancing and broadening the scope of solutions offered through
TrialMaster. Our research and development (R & D) efforts are focused on developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality.
During the first three months of fiscal 2008, we spent approximately $211,000 on R & D activities, the majority of which represented salaries to our developers. During the first three months of fiscal 2007 we spent approximately $251,000 on R
& D activities, which include costs associated with customization of the TrialMaster software for our clients projects.



|NOTE 2: | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The Companys accounts include those of all of its wholly
owned subsidiaries and have been prepared in conformity with (i) accounting principles generally accepted in the United States of America; and (ii) the rules and regulations of the United States Securities and Exchange Commission. All
significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of OmniComm Systems,
Inc. and its Subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and
Exchange Commission. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the consolidated financial statements have been condensed or omitted. The results for the periods indicated are
unaudited, but reflect all adjustments (consisting only of normally recurring adjustments) which management considers necessary for a fair presentation of operating results.

The operating results for the three-month period ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year
ended December 31, 2008. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-KSB for the year
ended December 31, 2007.

ESTIMATES IN FINANCIAL STATEMENTS

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



RECLASSIFICATIONS

Certain reclassifications have been made in the 2007 financial statements to conform to the 2008 presentation. These reclassifications did not have any
effect on net income (loss) or shareholders equity.

SEGMENT INFORMATION

The Company operates in one reportable segment which is the delivery of EDC services and products to clinical trial sponsors. The Company segregates its
revenues based on the activity cycle used to generate its revenues. Accordingly, revenues are currently generated through three main activities. These activities include:



| |  |  | the initial setup activities associated with building, implementing and initiating clinical trial projects;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | change orders or change requests made by the clinical trial sponsor that require changes to the scope of the clinical trial project; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the maintenance fees paid by our customers for clinical trial projects that have been implemented. The services provided include application hosting and related
support services. Services for this offering are charged monthly as a fixed fee. Revenues are recognized ratably over the period of the service.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The fees associated with each business activity for the three-months ended March 31. 2008 and March 31, 2007, respectively are:



|                     |  |      |           |      |   |        
|-------------------- |  | ---- | --------- | ---- | - | -------
|Business Activity    |  | 2008 |           | 2007
|Clinical Trial Setup |  | $    | 643,617   |      | $ | 540,780
|Change Orders        |  |      | 74,135    |      |   | 57,700 
|Maintenance Fees     |  |      | 294,292   |      |   | 223,771
|                     |  |      |           |      |   |        
|Total Revenues       |  | $    | 1,012,044 |      | $ | 822,251
|                     |  |      |           |      |   |        

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
consolidated balance sheets approximates fair value.

ACCOUNTS RECEIVABLE

Accounts receivable are judged as to collectibility by management and an allowance for bad debts is established as necessary. The Company had recorded an
allowance for uncollectible accounts receivable of $2,586 and $2,586 as of March 31, 2008 and December 31, 2007, respectively.

CONCENTRATION OF CREDIT RISK

Except as follows, the Company has no significant off-balance-sheet risk or credit risk
concentrations. Financial instruments that subject the Company to potential credit risks are principally cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with credit worthy financial institutions,
however, the Company does maintain cash in its accounts from time-to-time that exceed the maximum federally insured limits. Concentrated credit risk with respect to accounts receivable is limited to creditworthy customers. The Companys
customers are principally located in the United States. Although the Company is directly affected by the overall financial condition of the pharmaceutical,



8



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



biotechnology and medical device industries, management does not believe significant credit risk exists as of March 31, 2008. The Company has not
experienced significant losses related to receivables from individual customers or groups of customers in any specific industry or geographic area. The Company maintains an allowance for doubtful accounts based on accounts past due according to
contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance. The Companys losses related to collection of accounts receivable have consistently been within managements expectations.
Due to these factors, no additional credit risk beyond amounts provided for collection losses, which the Company reevaluates on a monthly basis based on specific review of receivable agings and the period that any receivables are beyond the standard
payment terms, is believed by management to be probable in the Companys accounts receivable. The Company does not require collateral to mitigate credit risk.

One customer accounted for 11% and another customer accounted for 10% of our revenues during the three-month period ended March 31, 2008 or approximately $107,000 and $102,000, respectively. Three customers
accounted for more than 10% of our revenues during the three-month period ended March 31, 2007. These customers accounted for 18%, 14% and 10% of our revenues respectively, or approximately $148,000, $120,000 and $85,000 in revenues during the
first three-months of 2007. The following table summarizes the number of customers who individually comprise greater than 10% of total revenue and their aggregate percentage of the Companys total revenue.



|                             |  |               |  |                            |  
|---------------------------- |  | ------------- |  | -------------------------- | -
|                             |  | Revenues      | 
|Three-Months Ended March 31, |  | # ofCustomers |  | Percentageof TotalRevenues |  
|2007                         |  | 3             |  | 43                         | %
|2008                         |  | 2             |  | 21                         | %

The Company serves all of its hosting customers from third-party web hosting facilities located in
the United States. The Company does not control the operation of these facilities and they are vulnerable to damage or interruption. The Company maintains redundant systems that can be used to provide service in the event third-party web hosting
facilities become unavailable, although in such circumstances, the Companys service may be interrupted during the transition.

The
following table summarizes activity in the Companys allowance for doubtful accounts.



|                    |  |                             |       |      |   |       
|------------------- |  | --------------------------- | ----- | ---- | - | ------
|                    |  | Three-Months EndedMarch 31,
|                    |  | 2008                        |       | 2007
|Beginning of period |  | $                           | 2,586 |      | $ | 58,539
|Bad debt expense    |  |                             | -0-   |      |   | -0-   
|Write-offs          |  |                             | -0-   |      |   | -0-   
|                    |  |                             |       |      |   |       
|End of period       |  | $                           | 2,586 |      | $ | 58,839
|                    |  |                             |       |      |   |       



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Additions and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is
calculated using the straight-line method over the assets estimated useful life, which is 5 years for leasehold improvements, equipment and furniture and 3 years for software. Gains or losses on disposal are charged to operations.

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. As of March 31 2008, the Company had $2,747,500 in
deferred revenues relating to contracts for services to be performed over periods ranging from 1 month to 5 years.

REVENUE
RECOGNITION POLICY

OmniComms revenue model is transaction-based and can be implemented either as an ASP (application service
provider) or licensed for implementation by a customer such as a pharmaceutical company. Revenues are derived from the set-up of clinical trial engagements; on-going maintenance fees incurred throughout the duration of an engagement; fees for report
writing and project change orders. The clinical trials that are conducted using TrialMaster can last from one month to several years. Most of the fees associated with our product including post-setup customer support in the form of maintenance
charges are recognized ratably over the term of the clinical trial. Cost of sales is primarily comprised of programmer salaries and taxes and is expensed as incurred.

The Company recognizes sales, for both financial statement and tax purposes in accordance with SEC Staff Accounting Bulletin No. 104 Revenue Recognition, corrected copy and 101 Revenue
Recognition in Financial Statements (SAB 101). SAB 101 and 104 require that revenues be recognized ratably over the life of a contract. The Company will periodically record deferred revenues relating to advance payments in contracts.

ADVERTISING

Advertising costs are expensed as incurred. Advertising costs were $7,158 and $34,659 for the three months ended March 31, 2008 and March 31, 2007, respectively. Advertising costs consist primarily of amounts we spend in industry
trade publications, in attending or presenting at industry conferences and in developing our public relations and marketing materials.

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in R & D and are expensed as incurred.
Statement of Financial Accounting Standards No. 86 Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, (SFAS 86), requires the capitalization of certain development costs of software
to be sold once technological feasibility is established, which the Company defines as completion to the point of marketability. The capitalized cost is then amortized on a straight-line basis over the estimated product life. To date, the period
between achieving technological feasibility and the general availability of such software has been short and software development costs qualifying for capitalization have been immaterial. Accordingly, the Company has not capitalized any software
development costs under SFAS 86. R & D expense was approximately $211,000 and $251,000 for the three months ended March 31, 2008 and March 31, 2007 respectively.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



EMPLOYEE EQUITY INCENTIVE PLANS

The Company has an employee equity incentive plan, which is more fully described below. Until December 31, 2005, the Company accounted for its equity
incentive plan under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. Effective with the quarter ended
March 31, 2006, the Company began accounting for employee stock options using the fair-value method. The exercise price of options granted is equal to the market price of OmniComm Systems common stock (defined as the closing bid price reported
on the OTC Bulletin-Board) on the date of grant. The value of the granted options is estimated using a Binomial option pricing model. Because the estimated value is determined as of the date of grant, the actual value ultimately realized by the
employee may be significantly different.

SFAS No. 123R requires the use of option pricing models that were not developed for use in
valuing employee stock options. Binomial option pricing models were developed for use in estimating the fair value of short-lived exchange-traded options that have no vesting restrictions and are fully transferable. The Companys employee stock
options have characteristics significantly different from those of traded options. In addition, option pricing models require the input of highly subjective assumptions, including the options expected life and the price volatility of the
underlying stock, and changes in the subjective input assumptions can materially affect the fair value estimate of employee stock options.

The estimated value of employee stock options granted during the three months ended March 31, 2008 was $891,375 ($94,490 for the three months ended March 31 2007). The value of options granted in 2008 and 2007 was estimated at the
date of grant using the following assumptions:



|                              |  |         |   |  |         |  
|----------------------------- |  | ------- | - |  | ------- | -
|                              |  | 2008    |   |  | 2007    |  
|Risk-free interest rate       |  | 2.04    | % |  | 4.98    | %
|Expected years until exercise |  | 6 Years |   |  | 6 Years |  
|Expected stock volatility     |  | 88.6    | % |  | 94.4    | %
|Dividend yield                |  | 0       | % |  | 0       | %

An analysis of historical information is used to determine the Companys assumptions, to the
extent historical information is relevant based on the terms of the grants being issued in any given period.

Description of Stock
Option Plan

In 1998, the Companys Board of Directors approved the 1998 Stock Incentive Plan of OmniComm Systems, (the 1998
Plan). The 1998 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 12,500,000 shares of the Companys common stock. 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. As of March 31, 2008, substantially all of the companys employees were either participating or expected to participate in the 1998 Plan and approximately 11,465,270 options were outstanding. Options granted under the 1998
Plan will generally expire five years from the date of grant for most employees and five years from the date of grant for officers and directors of the Company.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



EARNINGS PER SHARE

The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128, Earnings per
Share, (SFAS 128). 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 utilized fully diluted earnings per share calculation method.

Basic earnings per share were calculated using the weighted average number of shares outstanding of 59,294,171 and 50,995,631 for the three-month periods
ended March 31, 2008 and March 31, 2007, respectively. There were no differences between basic and diluted earnings per share. Options to purchase 11,465,270 shares of common stock at prices ranging from $.25 to $2.75 per share were
outstanding at March 31, 2008. Warrants to purchase 4,559,320 shares of common stock at prices ranging from $0.25 to $0.75 per share were outstanding at March 31, 2008.

The Company granted a Unit Purchase Option (Agent Option) to the Placement Agent of its Series C Convertible Preferred Stock that provides the
Placement Agent the ability to purchase 24,848 Series C Preferred Shares with 496,950 detachable common stock warrants. The exercise of the Agent Option would result in the issuance of an aggregate of 1,490,850 shares of common stock at an exercise
price of $0.25 per share. The warrants and Agent Options were not included in the computation of diluted earnings per share because they have an anti-dilutive effect on net loss per share.

The Companys convertible debt and convertible preferred stock have an anti-dilutive effect on net loss per share and were not included in the
computation of diluted earnings per share.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes., (SFAS 109). 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.

IMPACT OF NEW ACCOUNTING STANDARDS

In December 2007, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No (SFAS) 141 (revised 2007), Business Combinations, which replaces SFAS 141. SFAS 141R establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the liabilities assumed and the goodwill acquired. SFAS 141R also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the
business combination. SFAS 141R is effective as of the beginning of an entitys fiscal year that begins after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal 2009. While the Company expects that SFAS
141R may have an impact on accounting for business combinations once adopted, the effect is dependent upon acquisitions occurring, which to-date the Company has not completed since 1998.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



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

We have
experienced negative cash flow from operations and have funded our activities to date primarily from debt and equity financings. We will continue to require substantial funds to continue our R & D activities and to market, sell and commercialize
our technology. We may need to raise substantial additional capital to fund our future operations. Our capital requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies
developing and commercializing new technologies; the progress of our R & D activities; the rate of technological advances; determinations as to the commercial potential of our technology under development; the status of competitive technology;
the establishment of collaborative relationships; the success of our sales and marketing programs; and other changes in economic, regulatory or competitive conditions in our planned business.

Estimates about the adequacy of funding for our activities are based upon certain assumptions, including assumptions that the R & D programs relating
to our technology can be conducted at projected costs and that progress towards the commercialization of our technology will be timely and successful. There can be no assurance that changes in our R & D plans, acquisitions or other events will
not result in accelerated or unexpected expenditures.

To satisfy our capital requirements, we may seek additional financing through debt
and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or all of our
research and product development and marketing programs. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our
common and preferred stock.

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 March 31, 2008 there is doubt about the
Companys ability to continue as a going concern.



|NOTE 4: | NOTES PAYABLE
|------- | -------------

At March 31 2008, the
Company owed $296,800 in notes payable. The table below provides details as to the terms and conditions of the notes payable.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



|                 |  |          |  |              |   |  |        |         |           |   |          |  |   |    
|---------------- |  | -------- |  | ------------ | - |  | ------ | ------- | --------- | - | -------- |  | - | ---
|Origination Date |  | DueDate  |  | InterestRate |   |  | Amount |         | ShortTerm |   | LongTerm
|01/16/07         |  | 01/01/09 |  | 9.00         | % |  | $      | 51,800  |           | $ | 51,800   |  | $ | -0-
|01/16/07         |  | 01/01/09 |  | 9.00         | % |  |        | 60,000  |           |   | 60,000   |  |   | -0-
|12/31/06         |  | 01/31/09 |  | 9.00         | % |  |        | 185,000 |           |   | 185,000  |  |   | -0-
|                 |  |          |  |              |   |  |        |         |           |   |          |  |   |    
|                 |  |          |  |              |   |  | $      | 296,800 |           | $ | 296,800  |  | $ | -0-
|                 |  |          |  |              |   |  |        |         |           |   |          |  |   |    

SECURED CONVERTIBLE DEBENTURES

On February 29, 2008, we sold, an aggregate of $2,325,000 principal amount 10% Secured Convertible Debentures (the Debentures) and common
stock purchase warrants (the Warrants) to purchase an aggregate of 2,930,675 shares of our common stock to 12 accredited investors. After paying certain fees and expenses of $181,280 in the aggregate (including payment to Emerging Growth
Equities, Ltd., a broker dealer and member of FINRA who acted as the placement for this offering, of a commission and expense reimbursement aggregating $143,750), we received net proceeds of $2,156,220. We recorded debt acquisition costs of
$181,280. We will amortize the debt acquisition costs over the six month maturity of the Debentures. EGE also received a warrant to purchase at $0.75 per share, 222,458 shares of common stock of our common stock, an estimated value of $80,085 was
calculated for the warrants granted to EGE using the Binomial option pricing model.

The Debentures, which bear interest at 10% per
annum, are due 6 months from the issuance date on August 29, 2008. The Debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.595 per share (the Conversion
Price), subject to adjustment as provided in the transaction documents (the Conversion Feature). Interest is convertible as provided in the Debentures. We are not permitted to prepay the Debentures without the prior written consent
of the holders. We granted the holders a security interest in all of our assets to secure performance of our obligations under the Debentures and the other transaction agreements.

The Warrants, which have a cashless exercise provision, are exercisable until approximately four years after the closing at an exercise price of $0.75 per
share. The number of shares covered by the Warrants and the Warrant exercise price are subject to adjustment as provided in the transaction documents. The Warrants carry an anti-dilution provision that is tied to financings the Company conducts at
any time prior to the exercise of the Warrants. That anti-dilution feature has caused the Warrants to be treated as a derivative liability and accounted for in accordance with FAS 133. The Warrants were valued using a Binomial option pricing model.
A value of $1,055,043 was calculated and allocated to the Warrants and recorded as a discount to the issuance of the Debentures. The Warrant liability will be amortized over the 6 month term of the Debentures. In addition, a fair value calculation
is undertaken periodically on the Warrant liability and accordingly the Warrant liability is increased or decreased based on the fair value calculation. The resulting increase or decrease is reflected in operations as an unrealized gain or loss on
derivative liabilities.

The Debentures carry an anti-dilution provision or Conversion Feature that is tied to financings the Company
conducts at any prior to the satisfaction of the Debentures or before the expiration date of the Debentures. In the event the Company issues common stock or any other security that is convertible into the Companys common stock at a price below
the Conversion Price of the Debentures the holders of the Debentures would be entitled to additional shares upon conversion.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



The additional shares issuable are equal to the ratio of the Conversion Price divided by the price of the subsequent financing multiplied by the number of
shares issued under the terms of the Debentures. That anti-dilution feature has caused the Conversion Feature to be treated as a derivative liability and accounted for in accordance with FAS 133. The Conversion Feature was valued using a Binomial
option pricing model. A value of $441,555 was calculated and allocated to the Conversion Feature and recorded as a liability (or discount) to the issuance of the Debentures. The Conversion Feature liability (discount) will be amortized over the six
month maturity of the Debentures. In addition, a fair value calculation is undertaken periodically on the Conversion Feature liability and accordingly the Conversion Feature liability is increased or decreased based on the fair value calculation.
The resulting increase or decrease is reflected in operations as an unrealized gain or loss on derivative liabilities.

CONVERTIBLE
NOTES

During the first quarter of 1999, the Company issued 10% 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 net proceeds to the Company were $742,875. The notes bear interest at ten percent annually, payable semi-annually. The notes are convertible
after maturity, which was June 30, 2004, into shares of common stock of the Company at $1.25 per share. As of March 31, 2008, approximately $775,000 of the convertible Notes had been converted into 1,495,179 shares of common stock of the
Company leaving an outstanding principal balance of $87,500.

The Company is currently in default on interest payments owed totaling
$66,284 on its 10% Convertible Notes. The terms of the notes provide a payment grace period of thirty days in which to make required semi-annual interest payments. The Company has been in default since January 30, 2002. At the option of the
note holders the full amount of the convertible notes could be declared in default. During the three-months ended March 31, 2008 we recorded $2,182 in interest expense on the 10% Convertible Notes.



|NOTE 5: | COMMITMENTS AND CONTINGENCIES
|------- | -----------------------------

The Company
currently leases office space under an operating lease. The minimum future annual lease payments required under the Companys operating leases at March 31 2008 are as follows:



|      |  |   |        
|----- |  | - | -------
|2008  |  | $ | 268,227
|2009  |  |   | 249,104
|2010  |  |   | 254,322
|2011  |  |   | 84,919 
|2012  |  |   | -0-    
|      |  |   |        
|Total |  | $ | 856,572
|      |  |   |        

In addition to annual base rental payments the Company pays for the operating expenses associated
with its leased office space and is responsible for any escalation in operating expenses as determined in the lease. Rent expense was $126,395 and $72,814 for the three-months ended March 31, 2008 and March 31, 2007, respectively.



|NOTE 6: | RELATED PARTY TRANSACTIONS
|------- | --------------------------

Guus van
Kesteren, a member of our Board of Directors, is a consultant to Noesis Capital Corp. Noesis Capital Corp. has acted as a placement agent for the sale of our securities in various offerings since 1999.

On December 31, 2006, the Company issued a promissory note in the amount of $185,000 to Noesis Capital Corp. The note bears interest at 9% per
annum and is payable on January 31, 2009. The principal amount of the promissory note represents $60,000 in placement agent fees earned during 2004 and 2005 and financial advisory fees in the amount of $125,000 earned during 2004 and 2005.
During the three-month period ended March 31, 2008 we incurred $4,151 in interest expense on a note payable to Noesis Capital Corp., the Placement Agent for the Company on several equity and debt transactions since 1999.

During March 2007, Fernando Montero, who was appointed as a member of our Board of Directors on July 27, 2007, purchased 500,000 shares of our common
stock at a price of $0.50 per share, resulting in gross proceeds to the Company of $250,000. In addition, Atlantic Balanced Fund, a corporation formed under the laws of the British Virgin Islands (ABF) purchased 2,500,000 shares of our
common stock resulting in gross proceeds to the Company of $1,250,000. Mentor Capital Corporation is the fund manager for ABF and has voting and dispositive control over the shares held by ABF. Mr. Montero is the president, director and
sole owner of Mentor Capital Corporation and may be considered the beneficial owner of the 2,500,000 shares held by ABF.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



In December 2007, Noesis Capital Corp., the Companys Placement Agent for several equity and
debt transactions since 1999 converted amounts owed to it for accrued financial advisory fees and for fees earned as Placement Agent in offerings completed in March 2007 and December 2007. A total of $37,500 in financial advisory fees and $160,748
in Placement Agent fees were converted into common stock of the Company at a price of $0.67 per share. Noesis Capital Corp. was issued a total of 295,893 shares of common stock of the Company.

On February 29, 2008, we sold, an aggregate of $2,325,000 principal amount 10% Secured Convertible Debentures and common stock purchase warrants to
purchase an aggregate of 2,930,675 shares of our common stock to 12 accredited investors. As part of the transaction Cornelis Wit, Chief Executive Officer and Director, Guus van Kesteren, Director, Ronald T. Linares, Chief Financial Officer, and
Atlantic Balanced Fund, a fund managed by Mentor Capital of which Fernando Montero, a director of OmniComm, is president, director and sole shareholder, purchased $150,000, $150,000, $25,000 and $200,000, respectively, principal amount of debentures
and received 189,076, 189,076, 31,513 and 252,101 warrants, respectively. We recorded $4,603 in interest expense to related parties during the three months ended March 31, 2008 in connection with the Secured Convertible Debentures.



|NOTE 7: | STOCKHOLDERS EQUITY (DEFICIT)
|------- | ------------------------------

Series B Preferred Stock

On March 31, 2008, holders of our Series B Convertible Preferred Stock (Series B
Preferred Stock) converted 48,000 shares of then outstanding Series B Preferred Stock into 1,920,000 shares of our common stock upon the terms and conditions contained in the Certificate of Designations for the Series B Preferred Stock. As of
March 31, 2008 there are-0- shares of Series B Preferred Stock issued and outstanding.

Series C Preferred Stock

On March 31, 2008, holders of our Series C Convertible Preferred Stock (Series C Preferred Stock) converted 337,150 shares of then
outstanding Series C Preferred Stock into 13,486,000 shares of our common stock upon the terms and conditions contained in the Certificate of Designations for the Series C Preferred Stock. As of March 31, 2008 there are-0- shares of Series C
Preferred Stock issued and outstanding.



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##### Table of Contents

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

General

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

Forward-Looking Statements

Statements
contained in this Form 10-Q 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, contained in this Form 10-Q 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-Q. 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.

Overview

We are a healthcare technology company that provides Electronic Data Capture (EDC) solutions and related value-added services to pharmaceutical and biotechnology companies, Clinical Research Organizations
(CRO), and other clinical trial sponsors via our Web-based software, TrialMaster. TrialMaster allows clinical trial sponsors and investigative sites to securely collect, validate, transmit, and analyze clinical study data including
patient histories, patient dosing, adverse events, and other clinical trial information. All of our personnel are involved in the development and marketing of TrialMaster and its related products.

During fiscal 2008, the Company has continued its efforts in executing its strategy. The primary focus of our strategy includes:



| |  |  | Stimulating demand by providing clinical trial Sponsors with high value EDC;
| | - |  | ----------------------------------------------------------------------------



| |  |  | Emphasizing low operating costs;
| | - |  | --------------------------------



| |  |  | Expanding our business model by offering our software solution, TrialMaster, on a licensed basis in addition to our existing hosted-services solutions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Providing EDC services to small and midsize Pharma, Bio-Tech, Medical Device Companies and CROs (Clinical Research Organizations); and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Differentiation through service.
| | - |  | --------------------------------

According to a
2005 Goldman Sachs report, global R & D expenditures by the pharmaceutical and BioTech industries were approximately $102.6 billion in 2006, with approximately 53% of that amount spent by North American-based pharmaceutical, biotechnology and
medical device companies. Based on a 2002 CenterWatch report approximately 8.5% of total R & D costs are spent on data management. A recent 2007 report by Health Industry Insights states that by the end of 2007, nearly 45% of all new Phase I-III
studies will be initiated using EDC. The report also states that the total addressable market for EDC and eClinical services is expected to grow from approximately $600MM currently to $1.8B in 2010. Our operating focus is first to increase our sales
and



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marketing capabilities and penetration rate and secondly, to continue developing and improving TrialMaster to ensure our services and products remain an
attractive, high-value EDC choice. From 2005 to 2007 we expanded our sales and marketing team. During 2008 we anticipate continuing to increasing our marketing and sales personnel and will look to aggressively expand the scope of our CRO Preferred
Program in order to increase our penetration of the domestic CRO market. During the second half of fiscal 2007 we established an operation in Germany under a wholly-owned subsidiary. During 2008 we expect to increase our overall marketing and sales
presence in Europe as part of our strategic plan.

Our ability to compete within the EDC industry is predicated on our ability to continue enhancing and
broadening the scope of solutions offered through TrialMaster. Our R & D efforts are focused on developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased
functionality. During fiscal 2007 and 2006, we spent approximately $917,000 and $742,000 respectively, on R & D activities, the majority of which represented salaries to our developers which include costs associated with customization of the
TrialMaster software for our clients projects.

The three-months ended March 31, 2008 compared with the three-months ended March 31,
2007

Results of Operations

A summarized
version of our results of operations for the three-month periods ended March 31, 2008 and March 31, 2007 is included in the table below.

Summarized Statement of Operations



|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  
|---------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------ | ------ | - | ------- | - | ---------- | ------------ |  | ------ | - |  | - | -------- | - |  | ------ | -
|                                               |  | For the three months ended March 31, |            |   | $Change      |        |   | %Change |  
|                                               |  | 2008                                 |            |   | % ofRevenues |        |   | 2007    |   |            | % ofRevenues |  |        |  
|Total revenues                                 |  | $                                    | 1,012,044  |   |              |        |   |         | $ | 822,251    |              |  |        |   |  | $ | 189,793  |   |  | 23.1   | %
|                                               |  |                                      |            |   |              |       
|Cost of sales                                  |  |                                      | 318,566    |   |              | 31.5   | % |         |   | 214,086    |              |  | 26.0   | % |  |   | 104,480  |   |  | 48.8   | %
|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  
|Gross margin                                   |  |                                      | 693,478    |   |              | 68.5   | % |         |   | 608,165    |              |  | 74.0   | % |  |   | 85,312   |   |  | 14.0   | %
|                                               |  |                                      |            |   |              |       
|Salaries, benefits and related taxes           |  |                                      | 2,136,415  |   |              | 211.1  | % |         |   | 1,296,044  |              |  | 157.6  | % |  |   | 840,371  |   |  | 64.8   | %
|Rent                                           |  |                                      | 126,395    |   |              | 12.5   | % |         |   | 72,814     |              |  | 8.9    | % |  |   | 53,581   |   |  | 73.6   | %
|Consulting                                     |  |                                      | 123,665    |   |              | 12.2   | % |         |   | 125,300    |              |  | 15.2   | % |  |   | (1,635   | ) |  | -1.3   | %
|Selling, general and administrative            |  |                                      | 122,827    |   |              | 12.1   | % |         |   | 147,980    |              |  | 18.0   | % |  |   | (25,153  | ) |  | -17.0  | %
|Total Operating Expenses                       |  |                                      | 2,517,050  |   |              | 248.7  | % |         |   | 1,790,261  |              |  | 217.7  | % |  |   | 726,789  |   |  | 40.6   | %
|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  
|Operating income (loss)                        |  |                                      | (1,823,572 | ) |              | -180.2 | % |         |   | (1,182,096 | )            |  | -143.8 | % |  |   | (641,476 | ) |  | 54.3   | %
|                                               |  |                                      |            |   |              |       
|Interest Expense                               |  |                                      | (304,057   | ) |              | -30.0  | % |         |   | (23,608    | )            |  | -2.9   | % |  |   | (280,449 | ) |  | 1187.9 | %
|Interest income                                |  |                                      | 5,339      |   |              | 0.5    | % |         |   | 2,810      |              |  | 0.3    | % |  |   | 2,529    |   |  | 90.0   | %
|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  
|Net (loss)                                     |  |                                      | (2,122,290 | ) |              | -209.7 | % |         |   | (1,202,894 | )            |  | -146.3 | % |  |   | (919,396 | ) |  | 76.4   | %
|Total preferred stock dividends                |  |                                      | (126,955   | ) |              | -12.5  | % |         |   | (127,006   | )            |  | -15.4  | % |  |   | 51       |   |  | 0.0    | %
|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  
|Net (loss) attributable to common stockholders |  | $                                    | (2,249,245 | ) |              | -222.2 | % |         | $ | (1,329,900 | )            |  | -161.7 | % |  | $ | (919,345 | ) |  | 69.1   | %
|                                               |  |                                      |            |   |              |        |   |         |   |            |              |  |        |   |  |   |          |   |  |        |  



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Results of Operations

Revenues for the three-month period ended March 31, 2008 were $1,012,044 compared to $822,251 for the three-month period ended March 31, 2007, an increase of 23.1%. Industry acceptance of EDC continues to increase. A recent 2007
report by Health Industry Insights states that by the end of 2007, nearly 45% of all new Phase I-III studies will be initiated using EDC. The report also states that the total addressable market for EDC and eClinical services is expected to grow
from approximately $600MM currently to $1.8B in 2010. TrialMaster is currently sold primarily as an application service provider (ASP) that provides 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. As we continue developing TrialMaster and our client relationships mature we expect some of our clients to deploy TrialMaster on a
licensed, rather than ASP hosted basis. TrialMaster contracts provide for pricing that is based on both the size and duration of the clinical trial. Size parameters include the number of case report forms used to collect data and the number of sites
utilizing TrialMaster. 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. Beginning with the second half of fiscal 2008 we expect licensing and professional service contracts to account for approximately 25% to 35% of our aggregate contracts. We expect the revenue recognition time frame to be more condensed under
our licensing model based on the expected time needed to deploy our product on a licensed basis and the underlying revenue recognition standards currently in place.

During the three-month period ended March 31, 2008 approximately 63.6% of revenues was generated by trial setup activities, 29.1% was generated from on-going maintenance fees and approximately 7.3% was generated
from fees charged for changes to on-going clinical trial engagements. During the three-month period ended March 31, 2007 we generated 71.3% of revenues from setup fees, 19.5% from on-going maintenance fees and 9.2% from project change orders.
Generally, these contracts will range in duration from one month 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. 104 Revenue Recognition 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.

One customer accounted for 11% and another customer accounted for 10% of our revenues during the three-month period ended March 31, 2008
or approximately $107,000 and $102,000, respectively. Three customers accounted for more than 10% of our revenues during the three-month period ended March 31, 2007. These customers accounted for 18%, 14% and 10% of our revenues respectively,
or approximately $148,000, $120,000 and $85,000 in revenues during the first three-months of 2007. The following table summarizes the number of customers who individually comprise greater than 10% of total revenue and their aggregate percentage of
the Companys total revenue.



|                             |  |               |  |                            |  
|---------------------------- |  | ------------- |  | -------------------------- | -
|                             |  | Revenues      | 
|Three-Months Ended March 31, |  | # ofCustomers |  | Percentageof TotalRevenues |  
|2007                         |  | 3             |  | 43                         | %
|2008                         |  | 2             |  | 21                         | %

The loss of any of these contracts or these customers in the future could adversely affect our results of
operations.



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##### Table of Contents

Cost of goods sold increased to $318,566 for the three-month period ended March 31, 2008 compared to $214,086 for
the three-month period ended March 31, 2007, an increase of 48.8%. Cost of goods sold were approximately 31.5% of sales for the three-month period ended March 31, 2008 compared to 26.0% for the three-month period ended March 31, 2007.
Cost of goods sold relates primarily to salaries and related benefits associated with the programmers, developers and systems analysts producing clinical trials on behalf of our clients. Salaries increased during 2007 due to the addition of five
additional programmers and two additional quality analysts as part of our clinical trial operations. Our full-time equivalent (FTE) personnel increased by approximately 50% at March 31, 2008 compared to March 31, 2007. In addition, we have
begun transitioning the skills-set of the employees participating in the study development process to include a stronger clinical background to more closely mirror the personnel our clients involve in the clinical trial development process. In the
short-run this may cause slightly increased cost of goods sold due to an increase in total FTE. In the long-run we anticipate this will improve our margins by reducing the total personnel needed to successfully deploy projects and will serve to
improve the value structure of our products and services by providing an increased level of clinical expertise versus what we believe our competitors are able to deliver. We believe this value-added level of service will result in increased
follow-on engagements and may provide us the ability to improve our margins by allowing us to increase our revenue levels via the follow-on engagements and a concomitant ability to exert pricing efficiencies.

We expect to increase development programming labor costs on an absolute basis as our trial revenues increase. We
expect our cost of goods sold to return to the 25% of sales range during fiscal 2008. We expect to continue to increase follow-on engagements from existing clients and expect to increase the phase I and CRO portions of our client base. We expect the
release of TrialMaster, (V4.0), which has been commercialized, to increase the efficiency of trial building operations by 20 to 25%. V4.0 is being designed using Microsofts .NET framework. Microsoft® .NET is described by Microsoft as a set of software technologies for connecting information, people, systems, and devices. This new generation of technology is based on Web servicessmall building-block
applications that can connect to each other as well as to other, larger applications over the Internet.

Salaries and related expenses are our biggest
expense at 84.9% of total Operating Expenses for the three month period ended March 31, 2008 compared with 72.4% of total Operating Expenses for the three-month period ended March 31, 2007. Salaries and related expenses totaled $2,136,415
for the three-month period ended March 31, 2008 compared to $1,296,044 for the three-month period ended March 31, 2007, an increase of 64.8%. The increase of $840,371 in salaries and related expenses consisted of approximately $525,0000 in
salaries due to the addition of 20 employees including: 4 administrative, 11 technical, clinical or project management personnel, 4 employees in our consulting and professional services division and one employee in our business development function,
approximately $38,000 from cost of living increases granted during December 2007, $326,207 in salary expense due to our issuing stock options to employees and our directors due to our adoption of SFAS No. 123(R) discussed below offset by
decreases in salaries and related expenses from employees who have left our employ. We currently employ approximately 66 employees out of our Ft. Lauderdale, Florida corporate office, seven out-of-state employees and nine FTE out of a wholly-owned
subsidiary in Bonn, Germany. We expect to increase personnel within our production, project management and quality analysis functions in concert with anticipated increases in TrialMaster clients during fiscal 2008. We will look to selectively add
experienced sales and marketing personnel in fiscal 2008 in an effort to increase our market penetration and to continue broadening our client base. During the three-month periods ended March 31, 2008 and March 31, 2007, we incurred
$326,207 and $173,100, respectively, in salary expense in connection with our adoption of SFAS No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or
services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. We expect that the adoption of SFAS 123R will continue
to have an impact on our results of operations in the future.

Rent and related expenses increased by $53,581 during the three-month period ended
March 31, 2008 when compared to the three-month period ended March 31, 2007. We expanded our corporate office lease that runs through July 2011 to include a total of approximately 10,000 square feet. We established a disaster recovery site
at a Cincinnati Bell owned Co-Location facility in Cincinnati, Ohio and will continue utilizing this facility for the foreseeable future since it is designed to ensure 100% production system up-time and to provide system redundancy. In August 2006,
we entered into a lease with Gold Coast 1-Vault in the Ft. Lauderdale, Florida area. This facility provides us with disaster recovery and business continuity services for our operations. This lease expires in July 2011.



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Consulting services expense was $123,665 for the three-month period ended March 31, 2008 compared with $125,300 for
the three-month period ended March 31, 2007. Consulting services were comprised of fees paid to consultants for help with developing our R & D and sales and marketing recruiting programs and in helping us recruit employees in those two
functions.

Legal and professional fees totaled $56,898 for the three-month period ended March 31, 2008 compared with $66,849 for the three-month
period ended March 31, 2007, a decrease of approximately $9,951. Professional fees represent fees paid to our auditors for services rendered on a quarterly and annual basis in connection with our SEC filings and fees paid to our attorneys in
connection with representation in matters involving litigation or for services rendered to us related to securities and SEC related matters. We expect legal and professional fees to increase during fiscal 2008 in connection with our project aimed at
ensuring timely compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Selling, general and administrative expenses (SGA) were
$122,827 for the three-month period ended March 31, 2008 compared to $147,980 for the three-month period ended March 31, 2007, and decrease of 17.0%. These expenses relate primarily to costs incurred in running our office day-to-day and
other costs not directly related to other captioned items in our income statement, and include the cost of office equipment and supplies, the costs of attending conferences and seminars and other expenses incurred in the normal course of business.
The Company decreased its marketing, sales and advertising expenditures by $33,715 for the three-month period ended March 31, 2008 from $77,579 for the three-month period ended March 31, 2007 to $43,864 in the period ended March 31,
2008, a decrease of approximately 43.5%. We expect SGA expenses to increase during the second half of fiscal 2008 as we intensify and extend our selling and marketing efforts and increase the total expenditures we incur related primarily to
industry-related conferences.

Interest expense was $304,057 during the three-month period ended March 31, 2008 compared to $23,608 for the
three-month period ended March 31, 2007, an increase of $280,449. Interest incurred to related parties was $8,754 during the three-month period ended March 31, 2008 and $4,105 for the three-month period ended March 31, 2007. The
increase in interest expense can be attributed to $19,746 in interest accrued in connection with our issuance of Secured Convertible Debentures during February 2008, $175,840 in additional interest expense associated with the accretion of the
warrant liability recorded as part of the Secured Convertible Debentures and $98,992 in additional interest expense associated with the conversion feature recorded as part of the Secured Convertible Debenture. We evaluate the cost of capital
available to us in combination with our overall capital structure in deciding what financing best fulfills our short and long-term capital needs. During the three-month period ended March 31, 2008 we issued $2,325,000 in Secured Convertible
Debentures, including $525,000 to members of our Board of Directors and Officers of the Company. During the three-month period ended March 31, 2007 we issued $211,800 in promissory notes.

There were arrearages of $49,957 in 5% Series A Preferred Stock dividends, $9,753 in Series B Preferred Stock dividends and $67,245 in Series C Preferred Stock dividends
for the three-month period ended March 31, 2008, compared with arrearages of $50,637 in 5% Series A Preferred Stock dividends, $9,863 in Series B Preferred Stock dividends and $66,506 in Series C Preferred Stock dividends for the three-month
period ended March 31, 2007. We deducted $126,955 and $127,006 from Net Income (Loss) Attributable to Common Stockholders for the three-month periods ended March 31, 2008 and March 31, 2007, respectively, relating to undeclared
Series A, B and C Convertible Preferred Stock dividends.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.
We have historically experienced negative cash flows and have relied on the proceeds from the sale of debt and equity securities to fund our operations. In addition, we have utilized stock-based compensation as a means of paying for consulting and
salary related expenses.



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The table provided below summarizes key measures of our liquidity and capital resources as of March 31, 2008 and
December 31, 2007:



|                                                            |  |                                            |   |  |                  |   |  |            |  
|----------------------------------------------------------- |  | ------------------------------------------ | - |  | ---------------- | - |  | ---------- | -
|                                                            |  | March 31,2008                              |   |  | December 31,2007 |   |  | Change     |  
|Cash                                                        |  | 1,073,676                                  |   |  | 481,961          |   |  | 591,715    |  
|Accounts Receivable, net of allowance for doubtful accounts |  | 476,834                                    |   |  | 769,325          |   |  | (292,491   | )
|Current Assets                                              |  | 1,711,839                                  |   |  | 1,288,914        |   |  | 422,925    |  
|Accounts Payable and accrued expenses                       |  | 730,775                                    |   |  | 696,281          |   |  | 34,494     |  
|Deferred revenue                                            |  | 2,747,500                                  |   |  | 2,632,274        |   |  | 115,226    |  
|Convertible notes payable                                   |  | 1,038,339                                  |   |  | 87,500           |   |  | 950,839    |  
|Current Liabilities                                         |  | 5,254,969                                  |   |  | 3,416,055        |   |  | 1,838,914  |  
|Working Capital (Deficit)                                   |  | (3,543,130                                 | ) |  | (2,127,141       | ) |  | (1,415,989 | )
|                                                            |  |                                           
|                                                            |  | Disclosure for the threemonth period ended |   |  |                  |  
|                                                            |  | March 31,2008                              |   |  | March 31,2007    |   | 
|Net cash provided by (used in) operating activities         |  | (1,405,682                                 | ) |  | (1,298,737       | ) | 
|Net cash provided by (used in) investing activities         |  | (168,121                                   | ) |  | (41,658          | ) | 
|Net cash provided by financing activities                   |  | 2,166,220                                  |   |  | 3,045,591        |   | 
|Net increase (decrease) in cash and cash equivalents        |  | 591,715                                    |   |  | 1,693,975        |   | 

Cash and cash equivalents increased by $591,715 from $481,961 to $1,073,676 at March 31, 2008. This was the
result of cash provided by financing activities of $2,166,220 offset by cash used in operating activities of approximately $1,405,682 and $168,121 used in investing activities. The significant components of the activity include a loss from
operations of approximately $2,122,290 offset by non-cash expenses of $395,563 and approximately $2,166,220 we raised through the issuance of debt and equity securities offset by $168,121 used in investing activities and increases in cash of
$321,045 from changes in working capital accounts.

We are not currently bound by any long or short-term agreements for the purchase or lease of capital
expenditures. Any amounts expended for capital expenditures would be the result of an increase in the capacity needed to adequately service any increase in our business. To date we have paid for any needed additions to our capital equipment
infrastructure from working capital funds and anticipate this being the case in the future.



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Presently, we have approximately $450,000 planned for capital expenditures to further the Companys growth during
fiscal 2008 which will be funded through cash from operations.

Contractual Obligations

The following table sets forth our contractual obligations during the next five years as of March 31, 2008:



|                             |  |           |                        |  |                 |     |  |          |  |          |  |         
|---------------------------- |  | --------- | ---------------------- |  | --------------- | --- |  | -------- |  | -------- |  | --------
|                             |  |           | Payments Due by Period
|Contractual Obligations      |  | Total     |                        |  | Less than1 year |     |  | 1-2Years |  | 2-3Years |  | 3-5Years
|Long Term Debt (1)           |  | 2,709,300 |                        |  | 2,709,300       | (2) |  | 0        |  | 0        |  | 0       
|Operating Lease Obligations  |  | 856,572   |                        |  | 268,227         |     |  | 249,104  |  | 254,322  |  | 84,919  
|Financial Advisory Agreement |  | 157,500   | (3)                    |  | 90,000          |     |  | 67,500   |  | 0        |  | 0       
|                             |  |           |                        |  |                 |     |  |          |  |          |  |         
|Total                        |  | 3,723,372 |                        |  | 3,067,527       |     |  | 316,604  |  | 254,322  |  | 84,919  
|                             |  |           |                        |  |                 |     |  |          |  |          |  |         



|1. | Amounts do not include interest to be paid.
|-- | -------------------------------------------

|2. | Includes $87,500 of convertible notes currently in default and due that are convertible into shares of common stock at the option of the debenture holder at a conversion rate of
$1.25 per share; $2,325,000 in secured convertible debentures that are convertible into shares of common stock at the option of the debenture holder at a conversion rate of $0.595 per share; and $296,800 in promissory notes bearing interest at 9%
annually that mature in January 2009.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Relates to Financial Advisory fees paid to Noesis Capital Corp., our Placement Agent and a 5% shareholder in our Company.
|-- | -------------------------------------------------------------------------------------------------------------------------

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

We are
currently in arrears on principal and interest payments owed totaling $153,784 on our 10% Convertible Notes. We were in default effective January 30, 2002.

On February 29, 2008, we sol an aggregate of $2,325,000 principal amount 10% Secured Convertible Debentures and common stock purchase warrants to purchase an aggregate of 2,930,675 shares of our common stock, which debentures bear
interest at 10% per annum, are due 6 months from the issuance date on August 29, 2008. We presently do not have funds sufficient to repay these debentures and will need to raise additional capital to repay the debentures.

We have been operating with a cash burn rate since beginning our EDC operations. From January 2007 to December 2007 an aggregate of 595,364 shares of common stock were
issued in connection with the exercise of employee stock options resulting in gross proceeds of $113,267. From February 2007 to March 2007, an aggregate of 5,000,000 shares of common stock were sold in connection with a private placement of our
common stock. The gross proceeds of the private placement were $2,500,000 and we incurred no transaction fees in connection with the private placement. From September 2007 to December 2007, an aggregate of 2,344,182 shares of our common stock were
sold in connection with a private placement of our common stock to accredited investors resulting in gross proceeds of $1,394,788. We incurred approximately $95,873 in fees in connection with the private placement. During February 2008 we sold an
aggregate of $2,325,000 in principal amount of Secured Convertible Debentures in a private placement to accredited investors and incurred $181,280 in transaction fees resulting in net proceeds of $2,143,720.

On March 31, 2008, holders of our Series B Convertible Preferred Stock (Series B Preferred Stock), converted 48,000 shares of then outstanding Series B
Preferred Stock into 1,920,000 shares of our common stock upon the terms and conditions contained in the Certificate of Designations for the Series B Preferred Stock. As of March 31, 2008 there are -0- shares of Series B Preferred Stock issued and
outstanding. Also on March 31, 2008, holders of our Series C Convertible Preferred Stock (Series C Preferred Stock), converted 337,150 shares of then outstanding Series C Preferred Stock into 13,486,000 shares of our common stock upon
the terms and conditions contained in the Certificate of Designations for the Series C Preferred Stock. As of March 31, 2008 there are -0- shares of Series C Preferred Stock issued and outstanding.



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Our selling efforts include marketing our products to several Fortune 1000 pharmaceutical and medical device
manufacturers and several of the largest CROs. We began providing services to some of these entities during 2003 and we have experienced success in broadening our client roster over the past three fiscal years. Continued success in broadening
our existing client relationships and forging new relationships should provide us the opportunity to limit our need for funding our operations via debt and equity capital. Continuing to obtain contracts with clients of this size and reputation will
also increase the credibility of the Company to the clinical trial market.

We experienced increased success in marketing TrialMaster during fiscal 2007
and the first three-months of fiscal 2008. We entered into approximately $13.5 million in contracts during that period for trials to be serviced over the next five years. These contracts included 64 clinical trial engagements with 16 new clients.
These contracts may however, be terminated by our clients at any time. Our focus continues to include increasing our penetration of all phases of the clinical trial market with a continued emphasis on becoming the market leader in Phase I EDC
services. We believe this market is an operating and strategic strength of the Company due to the inherent flexibility that our Phase I TrialMaster product provides us. We believe we have the ability to produce trials more quickly and economically
than our competitors for this specialized and large market. During fiscal 2008, we will continue commercializing our products on a licensed basis and expect to experience increased success in penetrating the market for larger pharmaceutical,
bio-technology and medical device clinical trial sponsors. Our clients will be able to partially or completely license TrialMaster. This business model provides our clients a more cost efficient means of deploying our EDC solutions on a large-scale
basis. Our licensed products, falling under the auspices of either a Tech Transition (partial transfer with some services performed by OmniComm) or Tech Transfer, will allow us to broaden our potential client base, provides us with a high-margin
revenue source and affords us the ability to improve our competitive position within the EDC industry. Additionally, we continue to focus on adding CROs as strategic and marketing partners. There is an industry-wide emphasis in establishing
strategic relationships with CROs. These relationships provide marketing leverage in the form of joint marketing and sales efforts and provide an installed base of trained TrialMaster users. This installed base of users increases our ability to
provide rapidly developed, cost effective solutions for our clients.

We feel that the momentum established from new client acquisitions and our ability to
retain clients for repeat engagements provide a good operating base from which to build during 2008. We expect to continue increasing the level of resources deployed in our sales and marketing efforts. We feel that a combination of our lean
operating environment and increased success in new client acquisition, coupled with our ability to retain our existing clients will allow us to compete effectively within the EDC market.

Because of the losses experienced since 1999 we have needed to continue utilizing the proceeds from the sale of debt and equity securities to fund our working capital needs. We have used a combination of equity
financing and short-term bridge loans to fund our working capital needs. Other than our current capital and capital we may raise from future debt or equity offerings or short-term bridge loans, we do not have any additional sources of working
capital.

We may continue to require substantial funds to continue our research and development activities and to market, sell and commercialize our
technology. We may need to raise substantial additional capital to fund our future operations. Our capital requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies
developing and commercializing new technologies; the progress of our research and development activities; the rate of technological advances; determinations as to the commercial potential of our technology under development; the status of
competitive technology; the establishment of collaborative relationships; the success of our sales and marketing programs; the cost of filing, prosecuting and defending and enforcing intellectual property rights; and other changes in economic,
regulatory or competitive conditions in our planned business. Estimates about the adequacy of funding for our activities are based upon certain assumptions, including assumptions that the research and development programs relating to our technology
can be conducted at projected costs and that progress towards broader commercialization of our technology will be timely and successful. There can be no assurance that changes in our research and development plans or other events will not result in
accelerated or unexpected expenditures.



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To satisfy our capital requirements, including ongoing future operations, we may seek to raise additional financing
through debt and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or
all of our research and product development programs, and our business operations. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the
rights of the holders of our common and preferred stock. Further, there can be no assurance that even if such additional capital is obtained or the planned cost reductions are implemented, that we will achieve positive cash flow or profitability or
be able to continue as a business.

Our ability to continue in existence is dependent on our having sufficient financial resources to bring products and
services to market. As a result of our significant losses, negative cash flows from operations, and accumulated deficits for the periods ending March 31, 2008, there is doubt about our ability to continue as a going concern. In addition, our
auditors Greenberg and Company, LLC, included language which qualified their opinion regarding our ability to continue as a going concern in their report dated February 8, 2008.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. Note 2 of Notes to the Consolidated Financial Statements describes the significant
accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult,
subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters
that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of
operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical
experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These
changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. In addition, our Management is periodically faced with uncertainties, the outcomes of which are not within our control
and will not be known for prolonged periods of time. Based on a critical assessment of its accounting policies and the underlying judgments and uncertainties affecting the application of those policies, our Management believes that our consolidated
financial statements are fairly stated in accordance with accounting principles generally accepted in the United States (GAAP), and present a meaningful presentation of our financial condition and results of operations.

Our Management believes that the following are our critical accounting policies:

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, we are entitled
to payment for all work performed through the point of cancellation.



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Revenue Recognition Policy

OmniComms revenue model is transaction-based and can be implemented either as an ASP or licensed for implementation by a customer such as a pharmaceutical company. Revenues are derived from the set-up of clinical trial engagements;
on-going maintenance fees incurred throughout the duration of an engagement; fees for report writing and change orders. The clinical trials that are conducted using TrialMaster can last from one month to several years. Most of the fees associated
with our product including post-setup customer support in the form of maintenance charges are recognized ratably over the term of the clinical trial. Cost of sales is primarily comprised of programmer salaries and payroll taxes and is expensed as
incurred.

The Company recognizes sales, for both financial statement and tax purposes, in accordance with SEC Staff Accounting Bulletin No. 104
Revenue Recognition, corrected copy and No. 101 Revenue Recognition in Financial Statements (SAB 101). SAB 101 and 104 require that revenues be recognized ratably over the life of a contract. In accordance
with SAB 101 the Company will record revenues over the estimated lives of the contracts.

Stock Based Compensation.

Beginning on January 1, 2006 we began accounting for stock options under the provisions of Statement of Financial Accounting Standards (SFAS) NO. 123(R),
Share-Based Payments (SFAS 123(R)), which requires the recognition of the fair value of equity-based compensation. The fair value of stock options on the date of grant was estimated using a Binomial option valuation model.

this model requires the input of subjective assumptions in implementing SFAS 123(R), including expected stock price volatility, estimated life and estimated forfeitures
of each award. The fair value of equity-based awards is amortized over the vesting period of the award, and we have elected to use the straight-line method of amortization. Prior to the implementation of SFAS 123(R), we accounting for stock options
and ESPP shares under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.

EFFECT OF
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No (SFAS) 141 (revised 2007), Business Combinations, which replaces SFAS 141. SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and the goodwill acquired. SFAS 141R also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. SFAS 141R is
effective as of the beginning of an entitys fiscal year that begins after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal 2009.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------

Not applicable for a smaller reporting company.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, being March 31 2008, the Companys principal executive officer and principal financial officer have concluded that the
Companys disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure (i) that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) that information required to be
disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required
disclosure.



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Changes in Internal Control over Financial Reporting.There were no significant changes in the Companys
internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation and up to the filing date of this Quarterly Report on Form 10-Q. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective actions taken.

It should be noted that any system of controls, however well
designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



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PART II OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.



|ITEM 1A. | RISK FACTORS.
|-------- | -------------

Not applicable for a smaller
reporting company.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.



|ITEM 6. | EXHIBITS
|------- | --------

The following documents are filed as a part of this
report or are incorporated by reference to previous filings, if so indicated:



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                               
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        



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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.
|                       | 
|By:                    |  | /s/ Cornelis F. Wit                                                                 
|                       |  | Cornelis F. Wit, Director, Chief Executive Officer and President                    
|Date:                  |  | May 15, 2008                                                                        
|                       | 
|By:                    |  | /s/ Ronald T. Linares                                                               
|                       |  | Ronald T. Linares, Vice President of Finance, Chief Financial and Accounting Officer
|Date:                  |  | May 15, 2008                                                                        



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Exhibit Index



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                               
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        



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