**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, 2007





[A
      signed
      original of this written statement required by Section 906 has been provided
      to
      OmniComm Systems, Inc. and will be retained by OmniComm Systems, Inc. and
      furnished to the United States Securities and Exchange Commission or its staff
      upon request.]