##### 



EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, RONALD T. LINARES, certify that:

|   |  |                                                                                                                                                                                                                                                                                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this quarterly report on Form 10-QSB of OmniComm Systems,
Inc.;                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                                                                            
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances made, not misleading with
respect to the period covered by this quarterly report;              
|   |  |                                                                                                                                                                                                                                                                                                            
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
|   |  |                                                                                                                                                                                                                                                                                                            
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:                                                                            

| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designated under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;    
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (b) |  | Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this quarterly report based on such evaluation; and                                                                                                 
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (c) |  | Disclosed in this quarterly report any changes in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting.

|   |  |                                                                                                                                                                                                                                                                                                      
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation of the internal controls over financial reporting,
to the registrants auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent functions):

| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| |  | (b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls
over financial reporting.                                                                                                                                                                                       

By: /s/ Ronald T. Linares

Ronald T. Linares
Chief Financial Officer

August 14, 2003