<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[Mark One]

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the quarterly period ended MARCH 31, 2003
                                                             --------------

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

                         Commission File Number: 0-25203

                             OMNICOMM SYSTEMS, INC.
                             ----------------------
                 (Name of Small Business Issuer in its Charter)

<TABLE>
<S>                                   <C>
           Delaware                                   11-3349762
           --------                                   ----------
    State of Incorporation            IRS Federal Employer Identification Number
</TABLE>


<TABLE>
<S>                                                               <C>
2555 Davie Road, Suite 110-B, Davie, Florida                        33317
--------------------------------------------                        -----
        Address of Principal Office                                Zip Code
</TABLE>

                   Registrant's Telephone Number: 954.473.1254


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

         The number of shares outstanding of each of the issuer's classes of
equity as of March 31, 2003: 12,018,719 common stock $.001 par value, 4,215,224
Series A Preferred stock, $.001 par value, 200,000 Series B Preferred Stock,
$.001 par value, 337,150 Series C Preferred Stock, $.001 par value.


                                       1
<PAGE>



                              FINANCIAL STATEMENTS


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                       <C>
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
 of Operations
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
Exhibit 99.1 Certification Under Section 906 of Sarbanes-Oxley - CEO Cornelis F. Wit
Exhibit 99.1 Certification Under Section 906 of Sarbanes-Oxley - CFO Ronald T. Linares
</TABLE>


                                       2
<PAGE>


                             OMNICOMM SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        MARCH 31,             DECEMBER 31,
                                                                                          2003                   2002
                                                                                      ------------           ------------
                                                                                       (Unaudited)

<S>                                                                                   <C>                    <C>




                                     ASSETS
CURRENT ASSETS
  Cash                                                                                $     15,300           $    194,677
  Accounts receivable                                                                      180,764                274,540
  Prepaid expenses                                                                           7,715                  8,959
                                                                                      ------------           ------------
  Total current assets                                                                     203,779                478,176

PROPERTY AND EQUIPMENT, net                                                                221,817                261,736

OTHER ASSETS
  Intangible assets, net                                                                       -0-                    -0-
  Other assets                                                                              12,997                 12,997
                                                                                      ------------           ------------

TOTAL ASSETS                                                                          $    438,593           $    752,909
                                                                                      ============           ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                               $  1,412,647           $  1,446,450
  Notes payable - current                                                                  100,000                120,000
  Notes payable related party- current                                                       8,600                106,000
  Deferred revenue                                                                         320,215                322,520
                                                                                      ------------           ------------
  Total current liabilities                                                              1,841,462              1,994,970

CONVERTIBLE DEBT                                                                           450,000                450,000
NOTES PAYABLE, net of current portion                                                      505,926                485,926
NOTES PAYABLE RELATED PARTY, net of current portion                                        296,644                196,644
                                                                                      ------------           ------------
TOTAL LIABILITIES                                                                        3,094,032              3,127,540
                                                                                      ------------           ------------

COMMITMENTS AND CONTINGENCIES

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, 200,000 and 200,000 issued and
  outstanding, respectively; liquidation preference $2,000,000
  and $2,000,000, respectively                                                                 200                    200

  Series C convertible preferred stock, - $.001 par value
  747,500 shares authorized, 337,150 and 307,650 issued and
  outstanding, respectively; liquidation preference $3,371,500
  and $3,076,500, respectively                                                                 337                    308

  5% Series A convertible preferred stock - $0.001 par value,
  5,000,000 shares authorized; 4,215,224 and 4,215,224 issued
  and outstanding, respectively; liquidation preference
  $4,215,224 and $4,215,224, respectively                                                    4,215                  4,215

  Common stock - 150,000,000 shares authorized, 12,018,719 and
  12,018,719 issued and outstanding, after deducting 669,777 and
  669,777 shares of treasury stock, at $.001 par value,
  respectively                                                                              12,640                 12,640

  Additional paid in capital - preferred                                                 9,203,366              8,938,117
  Additional paid in capital - common                                                   11,074,806             10,939,462
  Less: Treasury stock, cost method, 669,777 and 669,777 shares, respectively             (298,794)              (298,794)
  Accumulated deficit                                                                  (22,585,920)           (21,897,111)
  Deferred compensation                                                                    (65,149)               (72,528)
  Subscriptions receivable                                                                  (1,140)                (1,140)
                                                                                      ------------           ------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                                    (2,655,439)            (2,374,631)
                                                                                      ------------           ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                  $    438,593           $    752,909
                                                                                      ============           ============
</TABLE>

         SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO FINANCIAL
STATEMENTS.


                                       3
<PAGE>


                             OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                2003              2002
                                                           ------------       -----------
<S>                                                        <C>                <C>
REVENUES                                                   $    201,130       $   104,022
COST OF SALES                                                    47,107           124,708
                                                           ------------       -----------

GROSS MARGIN                                                    154,023           (20,686)

OTHER EXPENSES
Salaries, benefits and related taxes                            451,087           437,613
Rent & occupancy expenses                                        36,758            40,220
Consulting - medical advisory                                    67,308               -0-
Legal and professional fees                                      24,753            81,926
Travel                                                            9,755            14,446
Telephone and internet                                           15,608            23,525
Selling, general and administrative                              33,191            18,745
Interest expense, net                                            29,111            72,044
Depreciation and amortization                                    39,919            82,782
                                                           ------------       -----------
Total other expenses                                            707,489           771,301
                                                           ------------       -----------

(Loss) before taxes and preferred dividends                    (553,466)         (791,987)

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

Net income (loss)                                              (553,466)         (791,987)

Preferred stock dividends, including deemed dividends
of $135,344 and $102,999 for the 3 months ended March
31, 2003 and 2002, and dividends in arrears of
$50,637 and $-0- on the 5% Series A Convertible
Preferred Stock for the 3 months ended March 31, 2003
and 2002; $39,452 and $39,452 on the Series B
Convertible Preferred Stock for the 3 months ended
March 31, 2003 and 2002, and $62,711 and $2,031 on
the Series C Convertible Preferred Stock for the 3
months ended March 31, 2003 and 2002                           (288,144)         (195,119)
                                                           ------------       -----------

Net income (loss) attributable to common stockholders      $   (841,610)      $  (987,106)
                                                           ============       ===========

Net (loss) per share                                       $      (0.07)      $     (0.12)
                                                           ============       ===========
Weighted average number of shares outstanding                12,018,719         8,323,697
                                                           ============       ===========
</TABLE>


         SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO FINANCIAL
STATEMENTS


                                       4
<PAGE>

                             OMNICOMM SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                 2003            2002
                                                                              ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>             <C>
  Net income (loss)                                                           $(553,466)      $(791,987)
  Adjustment  to reconcile  net income to net cash provided by (used in)
   operating activities:
  Depreciation and amortization                                                  39,919          82,782
  Amortization of deferred compensation                                           7,379           3,692
  Interest expense on detachable warrants                                           -0-             165
  Change in assets and liabilities:
  Accounts receivable                                                            93,776           2,821
  Prepaid expenses                                                                1,244          (7,171)
  Accounts payable and accrued expenses                                         (33,803)        540,170
  Deferred revenue                                                               (2,305)        (17,518)
                                                                              ---------       ---------
Net cash provided by (used in) investing activities                            (447,256)       (187,046)
                                                                              ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                                -0-             -0-
                                                                              ---------       ---------
Net cash provided by (used in) investing activities                                 -0-             -0-
                                                                              ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                                       2,600           2,341
Issuance of Series C convertible preferred stock, net of issuance costs         265,279          43,025
                                                                              ---------       ---------
Net cash provided by (used in) financing activities                             267,879          45,366
                                                                              ---------       ---------

Net increase (decrease) in cash and cash equivalents                           (179,377)       (141,680)
Cash and cash equivalents at beginning of period                                194,677         142,826
                                                                              ---------       ---------
Cash and cash equivalents at end of period                                    $  15,300       $   1,146
                                                                              =========       =========
</TABLE>


<TABLE>
<CAPTION>
                                                      FOR THE THREE MONTHS
                                                             ENDED
                                                            MARCH 31,
                                                       2003         2002
                                                       -----      -------

<S>                                                   <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:

Income tax                                             $-0-          $-0-
                                                       =====      =======
Interest                                               $-0-       $22,560
                                                       =====      =======

NON-CASH TRANSACTIONS
NONE
</TABLE>


         SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO FINANCIAL
STATEMENTS


                                       5
<PAGE>


                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)

NOTE 1:           ORGANIZATION AND NATURE OF OPERATIONS

                  OmniComm Systems, Inc. is a healthcare technology company that
                  provides Web-based electronic data capture ("EDC") solutions
                  and related value-added services to pharmaceutical and biotech
                  companies, clinical research organizations, and other clinical
                  trial sponsors. Our Internet-based TrialMaster(R) software
                  allows clinical trial sponsors and investigative sites to
                  securely collect, validate, transmit, and analyze clinical
                  study data. The Medical Event Reporting System (MERS-TH) is an
                  event reporting system developed for hospitals and medical
                  centers to collect, classify, and analyze events that could
                  potentially compromise patient safety. MERS-TH provides the
                  opportunity to study and monitor both actual and near-miss
                  events to facilitate process improvement efforts. MERS-TH was
                  developed in conjunction with Columbia University and will be
                  marketed by both of us to hospital and medical centers in the
                  U.S. and Europe initially.

NOTE 2:           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

                  The Company's accounts include those of its two wholly owned
                  subsidiaries, OmniCommerce and OmniTrial B.V and have been
                  prepared in conformity with (i) generally accepted accounting
                  principles; 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.

                  ESTIMATES IN FINANCIAL STATEMENTS

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

                  RECLASSIFICATIONS

                  Certain reclassifications have been made in the 2002 financial
                  statements to conform to the 2003 presentation. These
                  reclassifications did not have any effect on net income (loss)
                  or shareholders' equity.

                  SEGMENT INFORMATION

                  The Company operates in one reportable segment.

                  CASH AND CASH EQUIVALENTS

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

                  ACCOUNTS RECEIVABLE

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

                  CONCENTRATION OF CREDIT RISK

                  Accounts receivable subject the Company to its highest
                  potential concentration of credit risk. The Company reserves
                  for credit losses. The Company does not require collateral on
                  trade accounts receivables.


                                       6
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (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.

                  INTANGIBLE AND OTHER ASSETS

                  Intangible assets are amortized on a straight-line basis over
                  periods ranging from one to five years. The Company
                  continually reviews the recoverability of the carrying value
                  of these assets using the methodology prescribed in SFAS 121.
                  The Company also reviews long-lived assets and the related
                  intangible assets for impairment whenever events or changes in
                  circumstances indicate the carrying amounts of such assets may
                  not be recoverable. If it is determined the carrying amount of
                  the assets is permanently impaired then intangible assets are
                  written down to fair value and the useful life of the asset
                  may be changed prospectively. Fair value is determined based
                  on discounted cash flows, appraised values or management's
                  estimates, depending upon the nature of the assets. As of
                  March 31, 2003, management believes no revision to the
                  remaining useful lives or write-down of intangible assets is
                  required.

                  DEFERRED REVENUE

                  Deferred revenue represents cash advances received in excess
                  of revenue earned on on-going contracts. Payment terms vary
                  with each contract but may include an initial payment at the
                  time the contract is executed, with future payments dependent
                  upon the completion of certain contract phases or targeted
                  milestones. In the event of contract cancellation, the Company
                  is entitled to payment for all work performed through the
                  point of cancellation. The Company had $320,215 in deferred
                  revenues relating to contracts for services to be performed
                  over periods ranging from 4 months 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 change orders. The clinical trials that are
                  conducted using TrialMaster can last from a few months 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. 101 "Revenue Recognition in Financial Statements (SAB
                  101)". SAB 101 requires that revenues be recognized ratably
                  over the life of a contract. In accordance with SAB 101 the
                  Company will periodically record deferred revenues relating to
                  advance payments in contracts. The Company had $320,215 in
                  deferred revenue relating to contracts for services to be
                  performed over periods ranging from 4 months to 4 years.

                  ADVERTISING

                  Advertising costs are expensed as incurred. Advertising costs
                  were $3,175 and $2,025 for the three months ended March 31,
                  2003 and 2002, respectively.


                                       7
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)

                  RESEARCH AND DEVELOPMENT EXPENSES

                  Software development costs are included in research and
                  development and are expensed as incurred. Statement of
                  Financial Accounting Standards No. 86 ("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. Research and
                  development expense was approximately $152,548 in 2003 and
                  $115,279 in 2002 for the quarters ended March 31,
                  respectively.

                  STOCK OPTIONS

                  The Company uses the intrinsic-value method of accounting for
                  stock-based awards granted to employees and, accordingly, does
                  not recognize compensation expense for its stock-based awards
                  to employees in the Consolidated Statements of Income. See
                  Note 13 for pro forma information on the impact of the
                  fair-value method of accounting for stock options.

                  STOCK BASED COMPENSATION

                  Stock-based compensation is recognized using the intrinsic
                  value method in accordance with the provisions of Accounting
                  Principles Board Opinion No. 25, "Accounting for Stock Issued
                  to Employees". For disclosure purposes, pro forma net loss and
                  loss per common share are provided in accordance with
                  Statement of Financial Accounting Standards No. 123,
                  "Accounting for Stock Based Compensation", as if the fair
                  value method had been applied.

                  EARNINGS PER SHARE

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

                  Basic earnings per share were calculated using the weighted
                  average number of shares outstanding of 12,018,719 and
                  8,323,697 for the quarters ended March 31, 2003 and 2002,
                  respectively. There were no differences between basic and
                  diluted earnings per share. Options to purchase 2,755,039
                  shares of common stock at prices ranging from $.15 to $5.50
                  per share were outstanding at March 31, 2003. Stock warrants
                  to purchase 18,338,428 shares of common stock at prices
                  ranging from $0.25 to $10.00 per share were outstanding at
                  March 31 2003. The Company granted a Unit Purchase Option
                  ("Agent Option") to the Placement Agent of its Series B
                  Convertible Preferred Stock that provides the Placement Agent
                  the ability to purchase 27,000 Series B Preferred Shares with
                  1,080,000 detachable common stock warrants. The exercise of
                  the Agent Option would result in the issuance of an aggregate
                  of 2,160,000 shares of common stock at an exercise price of
                  $0.25 per share. The options, 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.


                                       8
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)

                  INCOME TAXES

                  The Company accounts for income taxes in accordance with
                  Statement of Financial Accounting Standards No. 109,
                  "Accounting for Income Taxes." SFAS 109 has as its basic
                  objective the recognition of current and deferred income tax
                  assets and liabilities based upon all events that have been
                  recognized in the financial statements as measured by the
                  provisions of the enacted tax laws.

                  Valuation allowances are established when necessary to reduce
                  deferred tax assets to the estimated amount to be realized.
                  Income tax expense represents the tax payable for the current
                  period and the change during the period in the deferred tax
                  assets and liabilities.

                  IMPACT OF NEW ACCOUNTING STANDARDS

                  SFAS 142 addresses the financial accounting and reporting for
                  acquired goodwill and other intangible assets. Under the new
                  rules, the Company is no longer required to amortize goodwill
                  and other intangible assets with indefinite lives, but will be
                  subject to periodic testing for impairment. SFAS 142
                  supercedes APB Opinion No. 17, "Intangible Assets". The
                  Company expects that SFAS 142 will not have a material impact
                  on its consolidated results of operations and financial
                  position upon adoption. The Company adopted SFAS 142 on
                  January 1, 2002.

                  SFAS 143 establishes accounting standards for the recognition
                  and measurement of an asset retirement obligation and its
                  associated asset retirement cost. It also provides accounting
                  guidance for legal obligations associated with the retirement
                  of tangible long-lived assets. SFAS 143 is effective in fiscal
                  years beginning after September 15, 2002, with early adoption
                  permitted. The Company expects that the provisions of SFAS 143
                  will not have a material impact on its consolidated results of
                  operations and financial position upon adoption. The Company
                  adopted SFAS 143 effective January 1, 2002.

                  SFAS 144 establishes a single accounting model for the
                  impairment or disposal of long-lived assets, including
                  discontinued operations. SFAS 144, supersedes Statement of
                  Financial Accounting Standards No. 121, "Accounting for
                  Impairment of Long-Lived Assets and for Long-Lived Assets to
                  be Disposed Of" ("SFAS 121"), and APB Opinion No. 30,
                  "Reporting the Results of Operations - Reporting the Effects
                  of Disposal of a Segment of a Business, and Extraordinary,
                  Unusual and Infrequently Occurring Events and Transactions".
                  The provisions of SFAS 144 are effective in fiscal years
                  beginning after December 15, 2001, with early adoption
                  permitted, and in general are to be applied prospectively. The
                  Company adopted SFAS 144 effective January 1, 2002 and does
                  not expect that the adoption will have a material impact on
                  its consolidated results of operations and financial position.

                  In April 2002, the FASB issued SFAS No. 145, "Rescission of
                  FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
                  No. 13, and Technical Corrections." SFAS No. 145 eliminates
                  SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
                  Debt," which required all gains and losses from extinguishment
                  of debt to be aggregated and, if material, classified as an
                  extraordinary item. Under SFAS No. 145, such gains and losses
                  should be classified as extraordinary only if they meet the
                  criteria of APB Opinion No. 30. In addition, SFAS No. 145
                  amends SFAS No. 13, "Accounting for Leases," to eliminate an
                  inconsistency between the required accounting for
                  sale-leaseback transactions and the required accounting for
                  certain lease modifications that have economic effects that
                  are similar to sale-leaseback transactions. The Company does
                  not expect the adoption of SFAS No. 145, which will become
                  effective after May 2002 to have a material effect on its
                  financial condition or results of operations.


                                       9
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)

                  In June 2002, the FASB issued SFAS No. 146, "Accounting for
                  Costs Associated with Exit or Disposal Activities". The
                  standard requires companies to recognize costs associated with
                  exit or disposal activities when they are incurred rather than
                  at the date of a commitment to an exit or disposal plan.
                  Previous accounting guidance was provided by EITF Issue No.
                  94-3, "Liability Recognition for Certain Employee Termination
                  Benefits and Other Costs to Exit an Activity (including
                  Certain Costs incurred in a Restructuring)". SFAS No. 146
                  replaces Issue 94-3. The provisions of SFAS No. 146 are to be
                  applied prospectively to exit or disposal activities initiated
                  after December 31, 2002. The Company does not expect the
                  adoption of this pronouncement to have a material effect on
                  the earnings or financial position of the Company.

                  On December 31, 2002, the FASB issued SFAS No.148, "Accounting
                  for Stock-Based Compensation--Transition and Disclosure--an
                  amendment of FAS 123". This statement amends SFAS 123,
                  "Accounting for Stock-Based Compensation", to provide
                  alternative methods of transition for a voluntary change to
                  the fair value based method of accounting for stock-based
                  employee compensation and amends the disclosure requirements
                  of SFAS 123 to require prominent disclosures in both annual
                  and interim financial statements about the method of
                  accounting for stock-based employee compensation and the
                  effect of the method used on reported results. The transition
                  and annual disclosure provisions of FAS 148 are effective for
                  fiscal years ending after December 15, 2002. The Company does
                  not expect the adoption to have a material effect on the
                  earnings or financial position of the Company.

                  In January 2003, the FASB issued Interpretation No. 46,
                  "Consolidation of Variable Interest Entities" ("FIN 46"). The
                  interpretation provides guidance for determining when a
                  primary beneficiary should consolidate a variable interest
                  entity or equivalent structure, that functions to support the
                  activities of the primary beneficiary. The interpretation is
                  effective as of the beginning of the Company's third quarter
                  of 2003 for variable interest entities created before February
                  1, 2003. The Company holds no interest in any variable
                  interest entities. Accordingly, the adoption of this statement
                  is currently not expected to have a material impact on the
                  consolidated financial statements.

NOTE 3:           OPERATIONS AND LIQUIDITY

                  We have experienced negative cash flow from operations since
                  1999 and have funded our activities to date primarily from
                  debt and equity financings. We will continue to require
                  substantial funds to continue our research and development
                  activities and to market, sell and commercialize our
                  technology. We will 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; 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
                  the commercialization of our technology will be timely and
                  successful. There can be no assurance that changes in our
                  research and development plans, acquisitions or other events
                  will not result in accelerated or unexpected expenditures.


                                       10
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  To satisfy our capital requirements, we will 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
                  periods ending March 31, 2003 there is doubt about the
                  Company's ability to continue as a going concern.

NOTE 4:           INTANGIBLE ASSETS AND GOODWILL

                  Included in Intangible Assets are the following assets:

<TABLE>
<CAPTION>
                                                                  MARCH 31, 2003
                                                                                ACCUMULATED
                                                             COST               AMORTIZATION
                                                           --------             ------------
                  <S>                                      <C>                  <C>
                  Covenant not to compete                  $120,000               $120,000
                  Software development costs                 87,500                 87,500
                  Organization costs                            539                    539
                  Debt acquisition costs                    301,888                301,888
                                                           --------               --------
                                                           $509,927               $509,927
                                                           ========               ========
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 2002
                                                                                ACCUMULATED
                                                             COST               AMORTIZATION
                                                           --------             ------------
                  <S>                                      <C>                  <C>
                  Covenant not to compete                  $120,000               $120,000
                  Software development costs                 87,500                 87,500
                  Organization costs                            539                    539
                  Debt acquisition costs                    301,888                301,888
                                                           --------               --------
                                                           $509,927               $509,927
                                                           ========               ========
</TABLE>

                  The covenant not to compete and the software development costs
                  were acquired as a result of the acquisition of Education
                  Navigator, Inc. (EdNav) on September 26, 1998. The covenant
                  was for a two-year period and was being amortized ratably over
                  that time. The software development costs were capitalized and
                  were amortized ratably over a three-year period, as that was
                  the expected life of the various products.

                  During the year ended December 31, 2001, the Company issued
                  Convertible Notes with gross proceeds totaling $1,615,000. The
                  Company recorded total debt acquisition fees of $218,440 of
                  which $70,250 were to be paid in cash and $148,190 were deemed
                  additional compensation derived from 323,000 stock warrants
                  issued to the placement agent as additional compensation. The
                  debt acquisition costs were amortized ratably over the term of
                  the notes. Amortization expense of the debt acquisition costs
                  totaled $48,552 for the year ended December 31, 2002.
                  Approximately $2,890 of the debt acquisition costs were
                  reclassified as stock issuance costs in connection with the
                  conversion of $12,500 (original cost) of the convertible notes
                  into common stock of the Company during 2001.


                                       11
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)




NOTE 5:           PROPERTY AND EQUIPMENT, AT COST

                  Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                MARCH 31, 2003                DECEMBER 31, 2002
                                                        ACCUMULATED                      ACCUMULATED      ESTIMATED
                                             COST       DEPRECIATION         COST        DEPRECIATION    USEFUL LIVES
                                           -------      ------------       --------      ------------    ------------

                  <S>                      <C>          <C>                <C>           <C>             <C>
                  Computer and             $420,298        $274,431        $420,298        $253,416
                  office equipment                                                                         5 years
                  Leasehold                   3,299           1,557           3,299           1,392
                  improvements                                                                             5 years
                  Computer software         260,287         200,610         260,287         183,989        3 years
                  Office furniture           42,350          27,819          42,350          25,701        5 years
                                           --------        --------        --------        --------
                                           $726,234        $504,417        $726,234        $464,498
                                           ========        ========        ========        ========
</TABLE>

                  Depreciation expense for the periods ended March 31, 2003 and
                  2002 was $39,919 and $40,022 respectively.

NOTE 6:           ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                  Accounts payable and accrued expenses consist of the following
                  at March 31, 2003 and December 31, 2002:

<TABLE>
<CAPTION>
                                                                        12/31/02           3/31/03
                                                                       ----------        ----------
                  <S>                                                  <C>               <C>
                  Accounts payable                                     $  431,736        $  601,799
                  Accrued payroll and related costs                       473,384           210,907
                  Other accrued expenses                                  293,233           322,733
                  Accrued interest                                        120,578           149,689
                  Accrued expenses of OmniTrial BV                        127,519           127,519
                                                                       ----------        ----------
                       Total accounts payable and accrued expenses     $1,446,450        $1,412,647
                                                                       ==========        ==========
</TABLE>

                  Other accrued expenses consist primarily of placement agent
                  fees and expenses due on private placements of our debt and
                  equity securities that occurred during 2000, 2001 and 2002 and
                  accrued legal fees associated with the sale of Series C
                  Convertible Preferred Stock. Accrued payroll and related costs
                  includes approximately $129,956 in past due payroll taxes
                  accrued during fiscal 2003 that the Company had not paid as of
                  March 31, 2003, but are considered legal obligations of the
                  Company. See Note 16 Subsequent Events for further information
                  regarding the past due employment taxes.

NOTE 7:           EARNINGS PER SHARE

                  Basic earnings per shares ("EPS") is computed by dividing
                  income available to common shareholders (which for the Company
                  equals its net loss) by the weighted average number of common
                  shares outstanding, and dilutive EPS adds the dilutive effect
                  of stock options and other common stock equivalents.
                  Antidilutive shares aggregating 47,909,616 have been omitted
                  from the calculation of dilutive EPS for the period ended
                  March 31, 2003. A reconciliation between numerators and
                  denominators of the basic and diluted earnings per shares is
                  as follows:


                                       12
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)



<TABLE>
<CAPTION>
                                       3 MONTHS ENDED MARCH 31, 2003           3 MONTHS ENDED MARCH 31, 2002
                                   INCOME          SHARES       PER-SHARE   INCOME         SHARES      PER-SHARE
                                  NUMERATOR     DENOMINATOR      AMOUNT    NUMERATOR     DENOMINATOR     AMOUNT
                                  ---------     -----------     --------   ---------     -----------   ----------
                  <S>             <C>           <C>             <C>        <C>           <C>           <C>
                  Basic EPS       $(841,610)     12,018,719     $  (0.07)  $(987,106)     8,323,697     $  (0.12)
                  Effect of
                  Dilutive
                  Securities
                  None                  -0-             -0-          -0-         -0-            -0-          -0-
                                  ---------      ----------     --------   ---------      ---------     --------
                  Diluted EPS     $(841,610)     12,018,719     $  (0.07)  $(987,106)     8,323,697     $  (0.12)
</TABLE>

NOTE 8:           NOTES PAYABLE

                  At March 31 2003, the Company owed $911,171 in notes payable.
                  The table below provides details as to the terms and
                  conditions of the notes payable.


<TABLE>
<CAPTION>
                                          ORIGINATION        DUE         INTEREST                         SHORT             LONG
                       NOTE HOLDER            DATE          DATE           RATE          AMOUNT            TERM             TERM
                       -----------        -----------    ----------      --------      ---------        ---------        ---------
                <S>                       <C>            <C>            <C>            <C>              <C>              <C>
                Guus van Kesteren           8/30/2001    10/31/2004        8.0%        $ 196,644        $       0        $ 196,644
                Magnolia Private Fnd.       8/30/2001    10/31/2004        8.0%          209,534                0          209,534
                Magnolia Private Fnd.       8/30/2001    10/31/2004        8.0%          276,393                0          276,393
                Nico Letschert              7/31/2002    10/31/2004        0.0%           10,000                0           10,000
                Nico Letschert               9/3/2002    10/31/2004        0.0%           10,000                0           10,000
                Randy Smith                11/25/2002     3/25/2003        0.0%            6,000            6,000                0
                Guus van Kesteren          12/26/2002    10/31/2004        9.0%           50,000                0           50,000
                Cornelis Wit               12/30/2002    10/31/2004        9.0%           50,000                0           50,000
                Cornelis Wit                3/31/2003     4/30/2003        0.0%            2,600            2,600                0
                Guy Brissette              12/30/2002     3/30/2003        9.0%          100,000          100,000                0
                                                                                       ---------        ---------        ---------
                                                                                       $ 911,171        $ 108,600        $ 802,571
                                                                                       =========        =========        =========
</TABLE>

                  Promissory notes totaling $682,571 were amended and restated
                  on December 31, 2002, with new terms which included an
                  extension of the maturity date to October 31, 2004 with one
                  half of the principal payable upon the closing of any
                  financing by the Company resulting in gross proceeds in excess
                  of $2,000,000.

                  Promissory notes totaling $120,000 were amended and restated
                  on March 31, 2003, with new terms which included an extension
                  of the maturity date to October 31, 2004.

                  RELATED PARTY NOTES PAYABLE

                  Included in related party notes payables is a $196,644
                  promissory note that was amended and restated on December 31,
                  2002 with new terms which include an extension of the maturity
                  date to October 31, 2004 with one half of the principal
                  payable upon the closing of any financing by the Company
                  resulting in gross proceeds in excess of $2,000,000.

                  During March 2002, the Company borrowed $2,341 from Randall
                  Smith, the Company's Chairman and Chief Technology Officer.
                  This amount was repaid without interest on April 12, 2002. In
                  addition, the Company borrowed $6,000 from Mr. Smith on
                  November 25, 2002 and this amount remained outstanding as of
                  March 31, 2003.

                                       13

<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)



                  During April 2002, the Company borrowed $1,500 from Ronald
                  Linares, the Company's Chief Financial Officer. This amount
                  was repaid without interest on May 1, 2002.

                  During December 2002, the Company borrowed $50,000 from
                  Cornelis Wit, the Company's President and Chief Executive
                  Officer and a Director. This amount was borrowed under a
                  promissory note bearing interest at a rate of 9% per annum,
                  payable on March 31, 2003. This note was amended and restated
                  on March 31, 2003 extending the maturity date of the note to
                  October 31, 2004.

                  During December 2002, the Company borrowed $50,000 from Guus
                  van Kesteren, a Director of the Company. This amount was
                  borrowed under a promissory note bearing interest at a rate of
                  9% per annum, payable on March 31, 2003. This note was amended
                  and restated on March 31, 2003 extending the maturity date of
                  the note to October 31, 2004.

                  During March 2003, the Company borrowed $2,600 from Cornelis
                  Wit, the Company's President and Chief Executive Officer and a
                  Director. This amount was repaid without interest on April 3,
                  2003.

NOTE 9:           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 Company
                  also granted the agent the option to purchase 250,000 common
                  shares at $.001 per share. The agent exercised the option. 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 is five years,
                  into shares of common stock of the Company at $1.25 per share.
                  As of March 31, 2003 approximately $412,500 of the Convertible
                  Notes had been converted into 330,000 shares of common stock
                  of the Company leaving an outstanding balance of $450,000.

                  The Company is currently in default on interest payments owed
                  totaling $55,733 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 was in default effective January 30, 2002.

                  During the first six months of 2001, the Company issued 12%
                  Convertible Notes Payable in the amount of $1,615,000 pursuant
                  to a Confidential Private Placement Memorandum. There were
                  costs of $218,440 associated with the offering of which
                  $148,190 is attributable to warrants issued to the placement
                  agent as additional compensation that were valued using the
                  Black-Scholes method. The net proceeds to the Company were
                  $1,484,750 with the cash compensation costs of $70,250 accrued
                  at December 31, 2002, and $60,000 of accrued expenses due to
                  the placement agent converted as part of the private placement
                  of the 12% Convertible Notes Payable. The notes bear interest
                  at twelve percent annually, payable at maturity. The notes are
                  convertible after maturity, which is January 31, 2002, into
                  shares of common stock of the Company at $0.50 per share. EITF
                  98-5, "Accounting for Convertible Securities with Beneficial
                  Conversion Features or Contingently Adjustable Conversion
                  Ratios", requires Company's to record interest expense on
                  convertible debt that is issued with an embedded beneficial
                  conversion feature, or in the money at the date the investor
                  is committed to purchase the convertible securities. The
                  Company valued the 12% Convertible Notes Payable utilizing the
                  intrinsic value method and recorded $508,835 in interest
                  expense with a corresponding credit to additional paid-in
                  capital.


                                       14
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  The Company completed a conversion of its 12% Convertible
                  Notes on December 31, 2002. The Company converted the
                  principal amount outstanding of $1,615,000 into Units of its
                  Series C Convertible Preferred Stock resulting in the issuance
                  of 161,500 shares of the Series C Preferred with 3,230,000
                  attached common stock warrants providing the shareholder the
                  right to purchase additional shares at $0.25 per share. In
                  addition, the outstanding accrued interest on the 12%
                  Convertible Notes, which totaled $361,576 on December 31,
                  2002, resulted in the issuance of 1,446,306 shares of common
                  stock.

NOTE 10:          COMMITMENTS AND CONTINGENCIES

                  The Company currently leases office space under operating
                  leases. The minimum future lease payments required under the
                  Company's operating leases at March 31, 2003 are as follows:

<TABLE>
                          <S>                  <C>
                          2003                 $ 67,970
                          2004                   44,550
                          2005                        0
                          2006                        0
                          2007                        0
                                               --------
                          Total                $112,520
                                               ========
</TABLE>

                  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. Rental expense was
                  $36,758 and $40,220 for the quarters ended March 31, 2003 and
                  2002.

                  CONTINGENT LIABILITIES

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

                  In January 2001, a former employee, Eugene A. Gordon, filed a
                  lawsuit in Dade County, Florida alleging breach of his
                  employment contract with us. The plaintiff alleged we owed him
                  more than $100,000 for back payment of salary according to the
                  terms of his employment contract. We disputed Mr. Gordon's
                  allegations and vigorously defended this lawsuit. As part of
                  its defense, the Company filed a counterclaim against Mr.
                  Gordon and a counter-suit against his wife. The parties
                  entered into a settlement agreement on August 19, 2002. The
                  parties subsequently filed and the court accepted a Joint
                  Stipulation for Dismissal With Prejudice on September 6, 2002.


                                       15
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)



                  EMPLOYMENT AGREEMENTS

                  During 2001, the Company entered into three-year employment
                  agreements with its Chairman/Chief Technology Officer and
                  Chief Financial Officer with compensation for up to six months
                  if terminated under certain conditions. Under separate stock
                  option agreements entered into concurrently with their
                  employment agreements, the Chairman/Chief Technology Officer
                  and Chief Financial Officer were granted incentive stock
                  options to purchase 210,000 shares of common stock at the
                  market price per share respectively.

                  During June 2002, the Company entered into a one-year
                  employment agreement with its President and Chief Executive
                  Officer. The Company concurrently entered into stock options
                  agreements that provide for 50,000 options to be issued at the
                  time of execution with additional options issued based on the
                  achievement of certain operating parameters that include
                  revenue and operating cash flow performance.

                  FINANCIAL ADVISORY AGREEMENT

                  During March 2002, the Company entered into a one-year
                  financial advisory agreement with Noesis Capital to assist the
                  Company in performing certain financial advisory services
                  including the sale of securities, and the possible sale,
                  merger or other business combination involving the Company.
                  Pursuant to this agreement, the Company is obligated to pay
                  $90,000 in professional fees during the one-year term of the
                  agreement. The advisory agreement was extended for a twelve
                  month term effective December 23, 2002.

NOTE 11:          RELATED PARTY TRANSACTIONS

                  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  Cornelis F. Wit, our President and Chief Executive Officer and
                  a member of our Board of Directors, is a consultant to Noesis
                  Capital Corp. and served as President of Corporate Finance of
                  Noesis Capital Corp. from March 1995 to September 2000. Noesis
                  Capital Corp. has served as placement agent for us in three
                  private placements of securities which occurred between
                  September 1999 and December 2002. Guus van Kesteren, a member
                  of our Board of Directors, is an advisor to Noesis Capital
                  Corp.

                  In December 1999, we entered into a consulting agreement with
                  Messrs. van Kesteren and Wit, each of whom is a member of our
                  Board of Directors, providing that we will compensate each of
                  these individuals for sales leads or contacts developed by
                  them in connection with our TrialMaster(R) system. For the
                  periods ended December 30, 2001 and 2002, no compensation was
                  earned by either Mr. van Kesteren or Mr. Wit under this
                  agreement. This agreement was terminated upon mutual agreement
                  of OmniComm and Messrs. Wit and van Kesteren effective June
                  30, 2002.

                  On April 5, 2002, Cornelis F. Wit, President and Chief
                  Executive Officer and a Director of the Company, invested
                  $10,000 in a private placement of our Series C Convertible
                  Preferred Stock. The Series C Convertible Preferred Stock is
                  convertible into shares of the Company's common stock at a
                  conversion price of $0.25 per share and carries a stated
                  dividend rate of 8% per annum and included 20,000 common stock
                  warrants for the purchase of common stock at an exercise price
                  of $0.25 per share.


                                       16
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  On April 5, 2002, Guus van Kesteren a Director of the Company,
                  invested $10,000 in a private placement of our Series C
                  Convertible Preferred Stock. The Series C Convertible
                  Preferred Stock is convertible into shares of the Company's
                  common stock at a conversion price of $0.25 per share and
                  carries a stated dividend rate of 8% per annum and included
                  20,000 common stock warrants for the purchase of common stock
                  at an exercise price of $0.25 per share.

                  On January 30 2002, Noesis N.V., one of our stockholders,
                  invested $90,000 in a private placement of our Series C
                  Convertible Preferred Stock. The Series C Convertible
                  Preferred Stock is convertible into shares of the Company's
                  common stock at a conversion price of $0.25 per share and
                  carries a stated dividend rate of 8% per annum and included
                  180,000 common stock warrants for the purchase of common stock
                  at an exercise price of $0.25 per share.

                  From time to time we have borrowed funds from Mr. van
                  Kesteren, including:

                  -        between July 2000 and December 2000, we borrowed an
                           aggregate of $110,000 from him under two promissory
                           notes, one of which bore interest at a rate of 12%
                           per annum and the other at 5% per annum. These notes
                           were converted into debt issued as part of a private
                           placement of our debt in January 2000. The private
                           placement debt accrues interest at 12% per annum and
                           is convertible into shares of our Common Stock at the
                           holder's option at a rate of $0.50 per share
                           commencing on January 31, 2002. This series of
                           Convertible Notes was converted on December 31, 2002
                           into shares of the Company's Series C Convertible
                           Preferred Stock resulting in the issuance of 11,000
                           shares of Series C Convertible Preferred Stock.

                  -        between February 2001 and July 2001, we borrowed an
                           aggregate of $190,000 from him under promissory notes
                           which bore interest of 12% per annum. These
                           promissory notes were amended and restated on August
                           30, 2001 with new terms which included an interest
                           rate of 8% per annum, and with one half of the
                           principal payable upon the closing of any financing
                           by us resulting in gross proceeds in excess of
                           $2,000,000, and the balance of the principal together
                           with accrued interest payable no later than August
                           30, 2003. These notes were amended and restated on
                           December 31, 2002 extending the maturity date of the
                           notes to October 31, 2004.

                  -        in September 2001, we borrowed an aggregate of
                           $25,000 from him under promissory notes which bore
                           interest at a rate of 12% per annum and had a
                           maturity date of December 22, 2001. These notes were
                           converted into the Units sold in our private
                           placement of Series B Convertible Preferred Stock in
                           August 2001.

                  In conjunction with these various loans, we have granted Mr.
                  van Kesteren warrants to purchase an aggregate of 70,700
                  shares of our Common Stock at exercise prices ranging from
                  $.30 to $2.25 per share.

                  In July 2001, Noesis Capital, the Placement Agent for our 12%
                  Convertible Notes, assigned $60,000 of accrued fees owed to
                  Cornelis Wit, a Director at the time. Mr. Wit converted that
                  accrued expense into the Private Placement of our 12%
                  Convertible Notes. The 12% Convertible Notes were subsequently
                  converted on December 31, 2002 into 6,000 shares of our Series
                  C Convertible Preferred Stock.

                  The Company granted Randall G. Smith, Chairman of the Board
                  and Chief Technology Officer, warrants to purchase 20,000
                  shares of our Common stock at an exercise price of $0.41 per
                  share in connection with a pledge of real property he made in
                  securing a loan made to the Company by Mr. van Kesteren in
                  July 2001, in the amount of $100,000


                                       17
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)

                  On August 17, 2000, we borrowed $100,000 from Noesis N.V., one
                  of our stockholders. One of our Directors, Mr. Wit, was
                  President of Corporate Finance of Noesis Capital Corp. and
                  remains a consultant to the Noesis. The promissory note bore
                  interest rate at a rate of 8% per annum and had a maturity
                  date of January 1, 2001. At our request, Noesis N.V. agreed to
                  convert this promissory note into debt issued as part of a
                  private placement of our debt in January 2001. The private
                  placement debt accrues interest at 12% per annum and is
                  convertible into shares of our Common Stock at the holder's
                  option at a rate of $0.50 per share commencing on January 31,
                  2002.

                  During March 2002, the Company borrowed $2,341 from Randall
                  Smith, the Company's Chairman and Chief Technology Officer.
                  This amount was repaid without interest on April 12, 2002. In
                  addition, the Company borrowed $6,000 from Mr. Smith on
                  November 25, 2002 and this amount remained outstanding as of
                  March 31, 2003.

                  During April 2002, the Company borrowed $1,500 from Ronald
                  Linares, the Company's Chief Financial Officer. This amount
                  was repaid without interest on May 1, 2002.

                  During December 2002, the Company borrowed $50,000 from
                  Cornelis Wit, the Company's President and Chief Executive
                  Officer and a Director. This amount was borrowed under a
                  promissory note bearing interest at a rate of 9% per annum,
                  payable on March 31, 2003. This note was amended and restated
                  on March 31, 2003 extending the maturity date of the note to
                  October 31, 2004. The Company issued 10,000 common stock
                  warrants for the purchase of common stock at an exercise price
                  of $0.25 per share in connection with the extension of this
                  note payable.

                  During December 2002, the Company borrowed $50,000 from Guus
                  van Kesteren a Director. This amount was borrowed under a
                  promissory note bearing interest at a rate of 9% per annum,
                  payable on March 31, 2003. This note was amended and restated
                  on March 31, 2003 extending the maturity date of the note to
                  October 31, 2004. The Company issued 10,000 common stock
                  warrants for the purchase of common stock at an exercise price
                  of $0.25 per share in connection with the extension of this
                  note payable.

                  During March 2003, the Company borrowed $2,600 from Cornelis
                  Wit, the Company's Chief Executive Officer. This amount was
                  repaid without interest on April 3, 2003.

NOTE 12:          POST-RETIREMENT EMPLOYEE BENEFITS

                  The Company does not have a policy to cover employees for any
                  health care or other welfare benefits that are incurred after
                  employment (post-retirement). Therefore, no provision is
                  required under SFAS's 106 or 112.

NOTE 13:          STOCKHOLDERS' EQUITY (DEFICIT)

                  The authorized capital stock of the Company consists of
                  150,000,000 shares of Common Stock, $.001 par value per share,
                  and 10,000,000 shares of preferred stock, par value $.001 per
                  share, of which 5,000,000 shares have been designated as
                  Series A Convertible Preferred Stock, 230,000 shares have been
                  designated as Series B Convertible Preferred Stock and 747,500
                  shares have been designated as Series C Convertible Preferred
                  Stock.

                  As of March 31, 2003 the Company had the following outstanding
                  securities:

                  -        12,018,719 shares of Common Stock issued and
                           outstanding;

                  -        18,338,428 warrants issued and outstanding to
                           purchase shares of our common stock;

                  -        4,215,224 shares of our 5% Series A Convertible
                           Preferred Stock issued and outstanding, and

                  -        200,000 shares of our 8% Series B Convertible
                           Preferred Stock issued and outstanding

                  -        337,150 shares of our Series C Convertible Preferred
                           Stock issued and outstanding


                                       18
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  COMMON STOCK

                  Holders of Common Stock are entitled to one vote for each
                  share on all matters submitted to a stockholder vote. Holders
                  of our voting securities do not have cumulative voting rights
                  and holders of a majority of our voting securities voting for
                  the election of directors can elect all of the directors.
                  Holders of Common Stock are entitled to share in all dividends
                  that the Board of Directors, in its discretion, declares from
                  legally available funds.

                  Holders of Common Stock have no conversion, preemptive or
                  other subscription rights, and there are no redemption
                  provisions for the Common Stock. The rights of the holders of
                  Common Stock are subject to any rights that may be fixed for
                  holders of preferred stock, when and if any preferred stock is
                  outstanding. All outstanding shares of Common Stock, other
                  than an outstanding balance of $1,140 for subscriptions
                  receivable, are duly authorized, validly issued, fully paid
                  and non-assessable.

                  PREFERRED STOCK

                  Our Board of Directors, without further stockholder approval,
                  may issue preferred stock in one or more series from time to
                  time and fix or alter the designations, relative rights,
                  priorities, preferences, qualifications, limitations and
                  restrictions of the shares of each series. The rights,
                  preferences, limitations and restrictions of different series
                  of preferred stock may differ with respect to dividend rates,
                  amounts payable on liquidation, voting rights, conversion
                  rights, redemption provisions, sinking fund provisions and
                  other matters. Our Board of Directors may authorize the
                  issuance of preferred stock which ranks senior to our Common
                  Stock for the payment of dividends and the distribution of
                  assets on liquidation. In addition, our Board of Directors can
                  fix limitations and restrictions, if any, upon the payment of
                  dividends on our Common Stock to be effective while any shares
                  of preferred stock are outstanding.

                  5% SERIES A CONVERTIBLE PREFERRED STOCK

                  In 1999, our Board of Directors designated 5,000,000 shares of
                  our preferred stock as 5% Series A Convertible Preferred Stock
                  ("Series A Preferred"). The Series A Preferred was created
                  pursuant to a Certificate of Designations filed with the
                  Delaware Secretary of State on July 19, 1999.

                  Between September 1999 and January 2000 the Company issued
                  4,263,500 shares of the Series A Preferred with net proceeds
                  of $4,018,843.

                  The designations, rights and preferences of the Series A
                  Preferred include:

                  -        the shares are not redeemable,

                  -        each share of Series A Preferred is convertible into
                           shares of our Common Stock at any time at the option
                           of the holder at a conversion price of $1.50 per
                           share. The conversion price will be further adjusted
                           for any stock splits, stock dividends, and corporate
                           reorganizations, and certain other corporate
                           transactions and issuances of securities at below the
                           applicable conversion price per share. The Series A
                           Preferred Stockholders have waived their rights to an
                           anti-dilution adjustment reducing their conversion
                           price as a result of the issuance of the Series B
                           Convertible Preferred Stock,

                  -        the shares of Series A Preferred pay a dividend at a
                           rate of 5% per annum, payable when and as declared by
                           the Board of Directors, or upon conversion or
                           liquidation. At our option, dividends can be paid in
                           cash or shares of Common Stock valued at the
                           conversion price of the Series A Preferred Stock.
                           Dividends are cumulative,


                                       19
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  -        in the event of our liquidation or winding up, each
                           share of Series A Preferred carries a liquidation
                           preference equal to $1.00 per share,

                  -        each share of Series A Preferred has full voting
                           rights, share for share, with the then outstanding
                           Common Stock on the basis of one vote for each share
                           of Common Stock issuable upon the conversion of the
                           Series A Convertible Preferred Stock.

                  -        the holders of the Series A Preferred were granted
                           certain demand and piggy-back registration rights
                           covering the shares of our Common Stock issuable upon
                           the conversion of the Series A Preferred into Common
                           Stock of the Company.

                  -        the holders of the 5% Series A Preferred are entitled
                           to vote two of the five members of the Company's
                           Board of Directors.

                  There were $0 and $463,516 of accrued and unpaid dividends on
                  the Series A Preferred at March 31, 2003 and 2002,
                  respectively. In addition, there was an arrearage of $135,595
                  on the Series A Preferred for undeclared dividends on March
                  31, 2003.

                  SERIES B CONVERTIBLE PREFERRED STOCK

                  In August 2001, our Board of Directors designated 200,000
                  shares of our preferred stock as Series B Convertible
                  Preferred Stock ("Series B Preferred"). The Series B Preferred
                  was created pursuant to a Certificate of Designations filed
                  with the Delaware Secretary of State on August 31, 2001. A
                  Corrected Certificate of Designations was filed on February 7,
                  2002 with the Delaware Secretary of State increasing the
                  number of shares authorized as Series B Preferred to 230,000.
                  During September 2001 the Company issued 200,000 shares of the
                  Series B Preferred with net proceeds of $1,711,518.

                  The designations, rights and preferences of the Series B
                  Preferred include:

                  -        the stated value of each share is $10.00 per share,

                  -        the shares are not redeemable,

                  -        each share of Series B Preferred is convertible into
                           shares of our Common Stock at the option of the
                           holder at any time commencing January 31, 2002 at the
                           option of the holder at $0.25 per share, as adjusted,
                           and the shares automatically convert into shares of
                           our Common Stock at $0.25 per share at such time as
                           we complete a public offering raising proceeds in
                           excess of $25 million at an offering price of at
                           least $0.75 per share. We may require all outstanding
                           shares of the Series B Preferred to convert in the
                           event the closing bid price of our Common Stock
                           exceeds $0.50 for 20 consecutive trading days, and
                           our Common Stock has been listed on The Nasdaq Stock
                           Market or other comparable national stock exchange or
                           the OTC Bulletin Board and a registration statement
                           registering the shares of Common Stock issuable upon
                           conversion of the Series B Preferred has been
                           declared effective,

                  -        The conversion price will be further adjusted for any
                           stock splits, stock dividends, and corporate
                           reorganizations, and certain other corporate
                           transactions and issuances of securities at below the
                           applicable conversion price per share or market value
                           of the Common Stock,

                  -        the shares of Series B Preferred pay a dividend at a
                           rate of 8% per annum, payable when and as declared by
                           the Board of Directors, or upon conversion or
                           liquidation. At our option, dividends can be paid in
                           cash or shares of Common Stock valued at the
                           conversion price of the Series B Preferred. Dividends
                           are cumulative,


                                       20
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  -        each share of Series B Preferred will rank senior to
                           our Series A Preferred and Pari Passu with our Series
                           C Preferred Stock,

                  -        in the event of our liquidation or winding up, each
                           share of Series B Preferred carries a liquidation
                           preference equal to $10.00 per share plus accrued and
                           unpaid dividends, and

                  -        the holders of the Series B Preferred are entitled to
                           vote, together with the holders of our Common Stock,
                           on the basis of one vote for each share of Common
                           Stock issuable upon the conversion of the Series B
                           Preferred,

                  -        the holders of the Series B Preferred were granted
                           certain registration rights covering the shares of
                           our Common Stock issuable upon the conversion of the
                           Series B Preferred,

                  -        the holders of the Series B Preferred are entitled to
                           vote one of the five members of the Company's Board
                           of Directors.

                  There were arrearages of $199,452 and $39,452 on the Series B
                  Preferred for undeclared dividends as of March 31, 2003 and
                  2002.

                  SERIES C CONVERTIBLE PREFERRED STOCK

                  In March 2002, our Board of Directors designated 747,500
                  shares of our preferred stock as Series C Convertible
                  Preferred Stock ("Series C Preferred"). The Series C Preferred
                  was created pursuant to a Certificate of Designations filed
                  with the Delaware Secretary of State on March 31, 2002. To
                  date, the Company has issued 337,150 shares of the Series C
                  Preferred Stock, including 161,500 shares issued in connection
                  with the conversion of the Company's 12% Convertible Notes on
                  December 31, 2002 and 10,000 shares issued pursuant to the
                  conversion of $100,000 in accrued expenses owed to Noesis
                  Capital, the Placement Agent for this private placement. Net
                  proceeds were approximately $1,423,423. The Company closed the
                  placement on March 31, 2003.

                  The designations, rights and preferences of the Series C
                  Preferred include:

                  -        the stated value of each share is $10.00 per share,

                  -        the shares are not redeemable,

                  -        each share of Series C Preferred is convertible at
                           any time, at the option of the holder, into a number
                           of shares of Common Stock determined by dividing the
                           stated value per share of the Series C Preferred by
                           $0.25, which is the Series C Conversion Price. The
                           Series C Preferred will automatically convert into
                           shares of our Common Stock upon a public offering of
                           our securities raising gross proceeds in excess of
                           $25,000,000 at a per share price greater than 2.5
                           times the Series C Conversion Price per share, as
                           adjusted for any stock split, stock dividend,
                           recapitalization, or other similar transaction. In
                           addition, the Series C Preferred will automatically
                           convert into shares of our Common Stock at the Series
                           C Conversion Price at such time as the closing bid
                           price for our Common Stock has traded at two times
                           the then prevailing Series C Conversion Price for a
                           period of 20 consecutive trading days, provided that
                           (i) a public trading market exists for our Common
                           Stock on a national securities exchange, the Nasdaq
                           Stock Market, or the over the counter market; and
                           (ii) the Conversion Shares have been registered for
                           resale and are not subject to any lock-up and the
                           number of shares of the Series C Preferred which can
                           be converted in any 30-day period will be limited to
                           the number of shares of Common Stock underlying the
                           Series C Preferred equal to 10 times the average
                           daily trading volume during the 20-day look-back
                           period set forth above,


                                       21
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  -        The conversion price will be further adjusted for any
                           stock splits, stock dividends, and corporate
                           reorganizations, and certain other corporate
                           transactions and issuances of securities at below the
                           applicable conversion price per share or market value
                           of the Common Stock,

                  -        the shares of Series C Preferred pay a dividend at a
                           rate of 8% per annum, payable when and as declared by
                           the Board of Directors, or upon conversion or
                           liquidation. At our option, dividends can be paid in
                           cash or shares of Common Stock valued at the
                           conversion price of the Series C Preferred. Dividends
                           are cumulative,

                  -        each share of Series C Preferred will rank pari passu
                           with our Series B Convertible Preferred Stock and
                           senior to our Series A Convertible Preferred Stock,

                  -        in the event of our liquidation or winding up, each
                           share of Series C Preferred Stock carries a
                           liquidation preference equal to $10.00 per share plus
                           accrued and unpaid dividends, and

                  -        the holders of the Series C Preferred are entitled to
                           vote, together with the holders of our Common Stock,
                           on the basis of one vote for each share of Common
                           Stock issuable upon the conversion of the Series C
                           Preferred,

                  -        the holders of the Series C Preferred were granted
                           certain registration rights covering the shares of
                           our Common Stock issuable upon the conversion of the
                           Series C Preferred Stock,

                  -        the holders of the Series C Preferred are entitled to
                           vote two of the seven members of the Company's Board
                           of Directors.

                  There were arrearages of $119,516 and $2,031 on the Series C
                  Convertible Preferred Stock for undeclared dividends as of
                  March 31, 2003 and 2002.

                  WARRANTS

                  We have issued and outstanding warrants to purchase a total of
                  18,338,428 shares of our Common Stock, including:

                  -        warrants to purchase 2,359,832 shares of our 5%
                           Series A Convertible Preferred Stock at an exercise
                           price of $2.00 per share expiring in June 2003 which
                           were issued by us in connection with the offering of
                           the Series A Preferred Stock offering.

                  -        warrants to purchase 8,000,000 shares of our Common
                           Stock at an exercise price of $.25 per share expiring
                           September 2006 which were issued by us in connection
                           with the Series B Convertible Preferred Stock
                           offering, which warrants contain a cashless exercise
                           provision.

                  -        warrants to purchase 1,235,596 shares of our Common
                           Stock at exercise prices ranging from $.30 to $10.00
                           per share expiring periodically through July 2006
                           which were issued by us to various individuals for a
                           variety of reasons including consulting services,
                           advisory services, settlement of a long-term lease
                           obligation, and in connection with the issuance of
                           certain promissory notes.

                  -        warrants to purchase 6,743,000 shares of our Common
                           Stock at an exercise price of $.25 per share expiring
                           May 2007 which were issued by us in connection with
                           the Series C Convertible Preferred Stock offering,
                           which warrants contain a cashless exercise provision.


                                       22
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


                  SERIES B PLACEMENT AGENT'S UNIT PURCHASE OPTION

                  Commonwealth Associates, L.P. acted as our placement agent in
                  connection with the September 2001 private placement of units
                  which included our Series B Convertible Preferred Stock. We
                  issued Commonwealth Associates a seven year option to purchase
                  2.7 units, each unit consisting of 10,000 shares of Series B
                  Convertible Preferred Stock and warrants to purchase 400,000
                  shares of Common Stock, exercisable at $100,000 per unit, as
                  additional compensation.

                  ACCOUNTING FOR STOCK BASED COMPENSATION

                  The Company has adopted Statement of Financial Accounting
                  Standards No. 123, "Accounting for Stock-Based Compensation",
                  ("SFAS No. 123") and as permitted under SFAS 123 applies
                  Accounting Principles Board Opinion No. 25, "Accounting for
                  Stock Issued to Employees", ("APB 25") and related
                  interpretations in accounting for stock-based compensation
                  plans. If the Company had elected to adopt optional
                  recognition provisions of SFAS 123 for its stock option plans,
                  net loss and net loss per share would have been changed to the
                  pro forma amounts indicated below:

<TABLE>
<CAPTION>
                  (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)           2003       2002
                  ----------------------------------------         --------   ---------
                  <S>                                              <C>        <C>
                  Net loss available to common stockholders
                      As reported                                  $   (842)  $   (987)
                      Pro forma                                    $   (842)  $   (995)
                  Basic and diluted net loss per share
                      As reported                                  $  (0.07)  $  (0.12)
                      Pro forma                                    $  (0.07)  $  (0.12)
</TABLE>

                  These pro forma amounts may not be representative of future
                  disclosures since the estimated fair value of stock options is
                  amortized to expense over the vesting period, and additional
                  options may be granted in future years.

                  The estimated fair value of each OmniComm option granted is
                  calculated using the Black-Scholes pricing model. The weighted
                  average assumptions used in the model were as follows:

<TABLE>
<CAPTION>
                                                      2003              2002
                                                      ----              ----

                  <S>                              <C>               <C>
                  Risk-free interest rate            5.00%             5.00%
                  Expected years until exercise    6 Years           6 Years
                  Expected stock volatility         137.2%            150.0%
                  Dividend yield                        0%                0%
</TABLE>

                  STOCK OPTION PLAN

                  In 1998, the Company's Board of Directors approved the
                  OmniComm Systems 1998 Stock Option Plan, (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 5,000,000 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.

                  The Company's share option activity and related information is
                  summarized below:


                                       23
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)



<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31,       3 MONTHS ENDED MARCH 31,
                                                  2002                            2003
                                         --------------------------     -----------------------
                                                          WEIGHTED                     WEIGHTED
                                                          AVERAGE                      AVERAGE
                                                          EXERCISE                     EXERCISE
                                          OPTIONS          PRICE         OPTIONS        PRICE
                                          -------          -----         -------        -----
<S>                                      <C>              <C>           <C>            <C>
Outstanding at beginning of period       3,584,039         $1.33        2,785,039       $1.00
             Granted                       811,000         $0.25              -0-       $0.00
             Exercised                         -0-         $0.00              -0-       $0.00
             Cancelled                   1,610,000         $1.36           30,000       $0.25
                                         ---------                         ------       -----

Outstanding at end of period             2,785,039         $1.00        2,755,039       $1.01
                                         =========         =====        =========       =====
Exercisable at end of period             2,761,705         $0.82        2,731,705       $0.83
                                         =========         =====        =========       =====
</TABLE>

                  The following table summarizes information about stock options
                  outstanding at March 31, 2003:

<TABLE>
<CAPTION>
                              OUTSTANDING                               EXERCISABLE
                   ----------------------------------------     --------------------------
                                   WEIGHTED
                                    AVERAGE
                                   REMAINING       WEIGHTED                        WEIGHTED
                                    YEARS OF       AVERAGE                         AVERAGE
RANGE OF            NUMBER OF     CONTRACTUAL      EXERCISE       NUMBER OF        EXERCISE
EXERCISE PRICES     OPTIONS          LIFE           PRICE         OPTIONS           PRICE
---------------     -------          ----           -----         -------           -----
<S>                <C>            <C>              <C>          <C>                <C>
$0.25 - $0.47      1,632,500         4.24           $0.34       1,622,500           $0.34
$0.50 - $0.80        392,000         6.35           $0.54         378,666           $0.54
$1.00 - $2.75        730,539         2.51           $1.74         730,539           $1.74
</TABLE>

                  OTHER STOCK BASED COMPENSATION

                  During 2001, the Company issued an aggregate of 126,340 shares
                  of common stock to employees and advisors with a fair market
                  value of $97,858 for services rendered under employment and
                  consulting agreements.

                  During 2001, the Company issued 50,000 warrants to advisors as
                  compensation for services to be rendered over periods ranging
                  from 3 to 5 years. The Company valued the warrants in
                  accordance with SFAS 123 utilizing the Black-Scholes Model.
                  The Company recorded $95,689 in deferred compensation and is
                  amortizing the amounts over the expected life of the
                  consulting services to be rendered. The Company recognized
                  non-cash compensation expense totaling $17,571 during the year
                  ended December 31, 2002 in connection with the warrant grants.

                  During 2002, the Company issued an aggregate of 113,100 shares
                  of restricted common stock to employees including three of its
                  officers. The stock issued had a fair market value of $22,288
                  and was issued for employment services rendered in lieu of
                  cash payments.

NOTE 14:          OMNITRIAL, B.V. BANKRUPTCY

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


                                       24
<PAGE>

                             OmniComm Systems, Inc.
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (unaudited)


NOTE 15:          INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                               3/31/03     3/31/02
                                                                               -------     -------
                  <S>                                                         <C>          <C>
                  Current tax expense (benefit):
                              Income tax at statutory rates                   $    -0-     $    -0-
                                                                              ========     ========
                  Deferred tax expense (benefit):
                              Amortization of goodwill and                         -0-          -0-
                              covenant
                              Operating loss carryforward                     (208,269)    (298,025)
                                                                              --------     --------
                                                                              (208,269)    (298,025)
                                                                              --------     --------
                  Valuation allowance                                          208,269      298,025
                                                                              --------     --------
                  Total tax expense (benefit)                                 $    -0-     $    -0-
                                                                              ========     ========
</TABLE>


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

<TABLE>
<CAPTION>
                                                                                3/31/03         12/31/02
                                                                              -----------      -----------
                  <S>                                                         <C>              <C>
                  Deferred tax assets:
                  Amortization of intangibles                                 $   283,698      $   283,698
                  Operating loss carryforwards                                  5,757,600        5,549,331
                                                                              -----------      -----------
                              Gross deferred tax assets                         6,041,298        5,833,029
                              Valuation allowance                              (6,041,298)      (5,833,029)
                                                                              -----------      -----------
                              Net deferred tax asset                          $       -0-      $       -0-
                                                                              ===========      ===========
</TABLE>

                  The Company has net operating loss carryforwards (NOL) for
                  income tax purposes of approximately $15,288,000. This loss is
                  allowed to be offset against future income until the year 2023
                  when the NOL's will expire. Other timing differences relate to
                  depreciation and amortization for the stock acquisition of
                  Education Navigator in 1998. The tax benefits relating to all
                  timing differences have been fully reserved for in the
                  valuation allowance account due to the lack of operating
                  history and the substantial losses incurred through March 31,
                  2003.

NOTE 16:          SUBSEQUENT EVENTS

                  The Company had a recorded liability of $129,956 at March 31,
                  2003 for federal employment taxes. The Company satisfied the
                  liability on April 30, 2003.

                  The Company is currently in default on interest payments owed
                  totaling $55,733 on 10% Convertible Notes. The terms of the
                  notes provide a payment grace period of thirty days in which
                  to make the required semi-annual interest payments. The
                  Company has been in default since January 30, 2002.


                                       25
<PAGE>



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

GENERAL

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

FORWARD-LOOKING STATEMENTS

Statements contained in this Form 10-QSB that are not historical fact are
"forward looking statements". These statements can often be identified by the
use of forward-looking terminology such as "estimate", "project", "believe",
"expect", "may", "will", "should", "intends", or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. We wish to caution the reader
that these forward-looking statements, such as statements relating to timing,
costs and of the acquisition of, or investments in, existing business, the
revenue or profitability levels of such businesses, and other matters contained
in this Form 10-QSB regarding matters that are not historical facts, are only
predictions. No assurance can be given that plans for the future will be
consummated or that the future results indicated, whether expressed or implied,
will be achieved. While sometimes presented with numerical specificity, these
plans and projections and other forward-looking statements are based upon a
variety of assumptions, which we consider reasonable, but which nevertheless may
not be realized. Because of the number and range of the assumptions underlying
our projections and forward-looking statements, many of which are subject to
significant uncertainties and contingencies that are beyond our reasonable
control, some of the assumptions inevitably will not materialize, and
unanticipated events and circumstances may occur subsequent to the date of this
Form 10-QSB. Therefore, our actual experience and results achieved during the
period covered by any particular projections or forward-looking statements may
differ substantially from those projected. Consequently, the inclusion of
projections and other forward- looking statements should not be regarded as a
representation by us or any other person that these plans will be consummated or
that estimates and projections will be realized, and actual results may vary
materially. There can be no assurance that any of these expectations will be
realized or that any of the forward-looking statements contained herein will
prove to be accurate. The Company does not undertake any obligation to update or
revise any forward-looking statement made by it or on its behalf, whether as a
result of new information, future events or otherwise.

OVERVIEW

We are an Internet-based healthcare technology company that provides Web-based
electronic data capture ("EDC") solutions and related value-added services to
pharmaceutical and biotechnology companies, clinical research organizations, and
other clinical trial sponsors. Our Internet-based TrialMaster(R) software 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. We phased out the
systems integration segment of our business during 2001. All of our personnel
are involved in the development and marketing of TrialMaster.

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 Interim 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


                                       26
<PAGE>

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.

We believe 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.

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 change orders. The
clinical trials that are conducted using TrialMaster can last from a few months
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. 101 "Revenue Recognition in
Financial Statements" (SAB 101). SAB 101 requires that revenues be recognized
ratably over the life of a contract. In accordance with SAB 101 the Company will
periodically record deferred revenues relating to advance payments in contracts.

STOCK BASED COMPENSATION.

Options granted to employees under our Stock Option Plan are accounted for by
using the intrinsic value method under APB Opinion 25, Accounting for Stock
Issued to Employees (APB 25). In October 1995, the Financial Accounting
Standards Board issued Statement No.123, Accounting for Stock-Based Compensation
(SFAS 123), which defines a fair value based method of accounting for stock
options. The accounting standards prescribed by SFAS 123 are optional and we
have continued to account for stock options under the intrinsic value method
specified in APB 25.


                                       27
<PAGE>


THE PERIOD ENDED MARCH 31, 2003 COMPARED WITH THE PERIOD ENDED MARCH 31, 2002

RESULTS OF OPERATIONS

REVENUES

Revenues for the period ended March 31, 2003 were $201,130 compared to $104,022
for the same period in 2002. The increase can be attributed to increased success
we experienced in marketing TrialMaster. While industry growth estimates vary,
most predictions indicate that EDC is anticipated to become widely accepted
within the next three to five years. Web-based EDC has been around for
approximately four years and between 5% and 10% of all clinical trials are
currently conducted using Web-based EDC. Incremental growth within the industry
should continue as competitive pressures mount in the pharmaceutical industry to
replace existing prescription drugs losing their patent protection.

We changed our marketing focus to include clinical research organizations
(CRO's) approximately eight months ago. CRO's generally market to and service a
broad range of pharmaceutical and medical device manufacturers and consequently
provide us the opportunity to market to a broader, bigger and more diverse
end-user base. We have recently found CRO's to be more receptive to the use of
EDC. This is likely in response to pressure from clinical trial sponsors for
more rapid and cost-efficient clinical trials, a result that EDC use can impact.
We expect to increase the number of CRO's using TrialMaster during the next six
months. TrialMaster supplements the traditional CRO's basket of products and
services and would be sold as integral part of the outsource package offered to
their trial sponsor clients. This should provide us the opportunity to leverage
their sales force thereby increasing new clients with only modest increases in
our sales and marketing expenditures.

Our TrialMaster product is currently being sold 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.

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

COST OF GOODS SOLD

Cost of goods sold decreased to $47,107 in 2003 compared to $124,708 during the
comparable period in 2002. Cost of goods sold relates primarily to salaries and
benefits associated with the programmers, developers and systems analysts
producing clinical trials on behalf of our clients. In addition, we have entered
into a strategic alliance with a company based in Holland to provide help-desk
services for our clients located in Europe. We do not expect the costs
associated with this relationship to materially affect our results of
operations.

Our gross margins during the first quarter of 2003 were approximately 76.6%.
TrialMaster V3.0 automated many of the manual programming functions inherent in
earlier versions of the product. This combined with the experience gained from
serving our existing client base has allowed to decrease the time and cost
involved in producing clinical trials. We expect to achieve this level of gross
margin unless we change the focus and nature of our EDC products and services.


                                       28
<PAGE>


OTHER EXPENSES

SALARIES, BENEFITS AND RELATED TAXES

Salaries and related expenses are our biggest expense at 63.8% of total Other
Expenses for the first quarter of 2003. Salaries and related expenses totaled
$451,087 in 2003 compared to $437,613 in 2002. Total salaries declined relative
to 2002 since a portion of total payroll is accounted for in cost of goods sold.
We currently employ approximately 16 employees out of our Davie, Florida
corporate office and two out-of-state sales executives. We expect to increase
headcount within our technology and sales and marketing functions in concert
with anticipated increases in TrialMaster clients during fiscal 2003.

RENT

Rent expense was $36,758 for fiscal 2003 compared with $40,220 for fiscal 2002.
Although rent expense remained relatively constant, the components of the costs
have changed. Our development office in Tampa was closed in March 2001 and that
function was relocated to the corporate office to provide a complementary
workflow between our R & D function and our operations and marketing
departments. During November 2001 our corporate offices were relocated to the
Ft. Lauderdale, Florida area. We believe this market provides a better
environment for technical personnel recruiting. We were also able to reduce our
rent obligations by approximately $3,300 per month. In December 2001, we
established a disaster recovery site at a Bell South Co-Location facility in
Atlanta, Georgia. This is designed to ensure 100% system up-time.

LEGAL AND PROFESSIONAL FEES

Legal and professional fees totaled $24,753 in 2003 compared with $81,926 during
fiscal 2002. Key components of the 2003 amounts include $22,500 paid to our
placement agent for financial advisory services, and $2,023 that relate to
accounting and legal services associated with our obligations as a public
company. We expect on-going legal and professional fees to fall in-line with
what was experienced during 2002.

TRAVEL

We incurred $9,755 in travel expenses during fiscal 2003 compared to $14,446
during 2002. We began reducing travel expenses during mid-2000 as a result of
the on-going working capital difficulties that we have been experiencing. Those
cost-cutting measures continued through the first quarter of 2003. We expect
travel to increase as we experience more success in penetrating the marketplace
with our sales efforts. We expect this increase to be offset by the increase in
accompanying revenues.

TELEPHONE AND INTERNET

Telephone and Internet related costs were reduced by $7,917, or approximately
33.7%, due to decreased telephone and Internet access costs associated with the
change of our telecom provider from MCI to AT&T. We do not anticipate increases
in access charges during fiscal 2003 based on our own existing communications
infrastructure and our projected 2003 clinical trial workload.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses ("SGA") were $33,191 during the
first quarter of 2003. 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. We made a concerted
effort during the second half of 2000 to eliminate or reduce SGA expenses not
crucial to the efficient operation of our company. This effort continued during
2001 and is now culturally ingrained. We do expect to increase the overall
dollar volume spent on SGA as we increase our revenue base and step-up our
overall activity. The increase of approximately $14,400 is partially
attributable to increased advertising and public relations costs of
approximately $3,000 and increased insurance costs of approximately $11,000.


                                       29
<PAGE>


INTEREST EXPENSE

Interest expense was $29,111 during 2003 versus $72,044 in fiscal 2002. The
Company converted its 12% Convertible Notes during December 2002 into shares of
its Series C Convertible Preferred Stock. This conversion reduced annualized
interest expense by approximately $190,000.

PREFERRED STOCK DIVIDENDS

In March 2003 we issued 590,000 warrants to investors in a private placement of
our Series C Convertible Preferred Stock. The warrants were valued at $135,344
utilizing the Black-Scholes model. The net proceeds received in the Series C
Convertible Preferred Stock Unit offering were allocated to the Series C
Preferred Stock and we recognized a deemed dividend on preferred stock of
$135,344 resulting in a charge to retained earnings and a credit to additional
paid-in capital within our stockholders' equity as of March 31, 2003. Dividends
on our Series A Preferred Stock totaled $0 in 2003 compared to $50,637 for the
comparable period in 2002. There were arrearages of $50,637 in Series A
Convertible Preferred Stock; of $39,452 in Series B Convertible Preferred Stock
dividends and $62,711 in Series C Convertible Preferred Stock dividends at March
31, 2003 and we therefore deducted $152,800 from Net Income (Loss).

LIQUIDITY AND CAPITAL RESOURCES

We changed our primary focus to providing Internet based database applications
to the clinical trial industry in mid-1998. At that time we began phasing out
our systems integration business segment and we effectively completed that
transition during the first half of 2001. Since we made TrialMaster and its
related components our primary business we have experienced negative cash flows
and have relied primarily 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.

Cash and cash equivalents decreased by $179,377 to $15,300 at March 31, 2003.
This was the result of cash provided by financing activities of $267,879 offset
by cash used in operating activities of approximately $447,256. The significant
components of the activity include a loss from operations of approximately
$553,466 offset by non-cash expenses of 47,298, increases in cash of $58,912
from changes in working capital accounts and approximately $267,879 we raised
through the sale of debt and equity securities.

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.

The Company is currently in default on interest payments owed totaling $55,733
on its 10% Convertible Notes. The terms of the notes provides a payment grace
period of thirty days in which to make required semi-annual interest payments.
The company was in default effective January 30, 2002.

The Company had a recorded liability of $129,956 at March 31, 2003 for federal
employment taxes. The Company satisfied the liability on April 30, 2003.

On March 28, 2002 our Placement Agent, Noesis Capital, began the distribution of
a Confidential Private Placement Memorandum for the sale to accredited investors
of our 8% Series C Convertible Preferred Stock. Gross proceeds totaled
$1,756,500 and we accrued $333,077 in transaction related fees leaving net
proceeds of approximately $1,423,423. This private placement was closed
effective March 31, 2003.

During the second half of fiscal 2002 and first quarter of 2003, we entered into
contracts for EDC services that exceeded $1.3 million in value. During this
period we added six new clients, including two clinical research organizations
(CRO) and an academic research institution. These clients in particular are
deemed vital to our long-term growth since these two areas have become a point
of emphasis for our sales and marketing activities. CRO's provide out-sourced
clinical trial services to pharmaceutical and medical device manufacturers and
will typically provide services to numerous clients at a time. Strategically we


                                       30
<PAGE>

feel that CRO's will provide us to a wider range of potential clients and will
augment our sales efforts by allowing the CRO to add our EDC services to the
menu of services they can provide. Academic research institutions will allow us
the ability to develop a strong reputation within the clinical research
community and provide exposure to cutting edge technologies and therapies as
they unfold.

Our selling efforts now include marketing our products to several Fortune 500
pharmaceutical and medical device manufacturers and two of the largest CRO's. We
expect to begin providing services to some of these entities during the first
half of 2003. These contracts would provide us the opportunity to limit our need
for funding our operations via debt and equity capital. Obtaining contracts with
clients of this size and reputation would also increase the credibility of the
company.

We feel that the momentum established from new client acquisitions; the
development of a new EDC product - MERS-TH; and our ability to retain clients
for repeat engagements provide a good operating base from which to build during
2003. We improved our sales staff during the latter half of fiscal 2002 and
expect to increase the level of resources utilized in the sales and marketing
areas. We embarked on a cost cutting program during fiscal 2000. That program
became part of our organization's identity and remains ingrained in our culture
today. 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. The capital markets since mid-2000 have provided a
difficult climate for raising capital due to the decline in value of publicly
held technology stocks and the resultant apprehension on the part of investors
to invest in technology oriented firms. In addition, when available, capital has
been expensive relative to the valuations that were afforded during the
expansion of the Internet sector in 1999 and 2000. The softness in the capital
markets coupled with the losses experienced have caused working capital
shortfalls. 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 will continue to require substantial funds to continue our research and
development activities and to market, sell and commercialize our technology. We
will 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 patents and 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, acquisitions or other events will not result in
accelerated or unexpected expenditures.

To satisfy our capital requirements, we will seek additional financing through
debt and equity financings. There can be no assurance that any such findings
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. 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.

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 its
significant losses, negative cash flows from operations, and accumulated
deficits for the periods ending March 31, 2003, there is doubt about the
Company's ability to continue as a going concern.


                                       31
<PAGE>

ITEM 3.    CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective in bringing to their attention
on a timely basis material information relating to the Company required to be
included in the Company's periodic filings under the Exchange Act.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out this evaluation.

                            PART II OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS.

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

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>          <C>

    99.1     Section 906 of the Sarbanes-Oxley Act of 2002 Certification of
             Cornelis F. Wit, CEO

    99.2     Section 906 of the Sarbanes-Oxley Act of 2002 Certification of
             Ronald T Linares, CFO
</TABLE>

(B)      REPORTS ON FORM 8-K.
         NONE.


                                       32
<PAGE>


                                   SIGNATURES

IN ACCORDANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT, THE REGISTRANT
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.

OMNICOMM SYSTEMS, INC.
REGISTRANT


By:      /s/Cornelis F. Wit
         -----------------------
         Cornelis F. Wit, Director, Chief Executive Officer and President

Date:    May 15, 2003

By:      /s/Ronald T. Linares
         -----------------------
         Ronald T. Linares, Vice President of Finance, Chief Financial and
         Accounting Officer


Date:    May 15, 2003


                                       33
<PAGE>


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

I, Cornelis F. Wit 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
         under which such statements were 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 registrants other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant and
         have:

         a)       Designed such disclosure controls and procedures 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 prepared;

         b)       Evaluated the effectiveness of the registrants disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could 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; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May 15, 2003
---------------------
/s/  Cornelis F. Wit
Cornelis F. Wit
Chief Executive Officer


                                       34
<PAGE>


                    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
         under which such statements were 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 registrants other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant and
         have:

         a)       Designed such disclosure controls and procedures 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 prepared;

         b)       Evaluated the effectiveness of the registrants disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could 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; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  May 15, 2003

/s/  Ronald T. Linares
------------------------
Ronald T. Linares
Chief Financial Officer


                                       35