##### Table of Contents

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SECURITIES AND EXCHANGE COMISSION

Washington, D.C. 20549



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FORM 10-QSB



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[Mark One]

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



For the quarterly period ended September 30, 2005



| ̈ | 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



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OmniComm Systems, Inc.

(Name of Small Business Issuer in its Charter)



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|                       |  |                                           
|---------------------- |  | ------------------------------------------
|Delaware               |  | 11-3349762                                
|State of Incorporation |  | IRS Federal Employer Identification Number



|                                             |  |         
|-------------------------------------------- |  | --------
|2555 Davie Road, Suite 110-B, Davie, Florida |  | 33317   
|Address of Principal Office                  |  | Zip Code



Registrants
Telephone Number: 954.473.1254



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



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



The number of shares outstanding of each of the issuers classes of
common equity as of November 11, 2005: 26,825,915 common stock $.001 par value.



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##### Table of Contents

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

PERIOD ENDED SEPTEMBER 30, 2005



|                                                                                                                                                              |  |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------
|PART I. FINANCIAL INFORMATION                                                                                                                                 |  |       
|                                                                                                                                                              | 
|Item 1. Unaudited Consolidated Financial Statements                                                                                                           |  |       
|                                                                                                                                                              | 
|Consolidated Balance Sheets                                                                                                                                   |  | 3     
|                                                                                                                                                              | 
|Consolidated Statements of Operations                                                                                                                         |  | 4     
|                                                                                                                                                              | 
|Consolidated Statement of Cash Flows for the Three and Nine Months Ended September 30, 2005 and September 30, 2004                                            |  | 5     
|                                                                                                                                                              | 
|Notes to Consolidated Interim Financial Statements                                                                                                            |  | 6 - 23
|                                                                                                                                                              | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                 |  | 24    
|                                                                                                                                                              | 
|Item 3.
Controls and Procedures                                                                                                                               |  | 32    
|                                                                                                                                                              | 
|PART II. OTHER INFORMATION                                                                                                                                    |  | 33    
|                                                                                                                                                              | 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                                                           |  | 33    
|                                                                                                                                                              | 
|Item 6.
Exhibits                                                                                                                                              |  | 34    
|                                                                                                                                                              | 
|SIGNATURES                                                                                                                                                    |  | 35    
|                                                                                                                                                              | 
|Exhibit 10.17 Promissory Note between the Company and Ronald Linares dated August 9, 2005                                                                     |  |       
|                                                                                                                                                              | 
|Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002 CEO Cornelis F. Wit                          |  |       
|                                                                                                                                                              | 
|Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002 CFO Ronald T. Linares                        |  |       
|                                                                                                                                                              | 
|Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002  CEO - Cornelis F. Wit   |  |       
|                                                                                                                                                              | 
|Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002  CFO - Ronald T. Linares |  |       



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                                                                      |  | September 30,2005 |             |   | December 31,2004 |  
|                                                                                                                                                                                                                      |  | (unaudited)       |             |   |                  |  
|ASSETS                                                                                                                                                                                                                |  |                   |             |   |                  |   |             |  
|CURRENT ASSETS                                                                                                                                                                                                        |  |                   |             |   |                  |   |             |  
|Cash                                                                                                                                                                                                                  |  | $                 | 32,680      |   |                  | $ | 65,695      |  
|Accounts receivable                                                                                                                                                                                                   |  |                   | 304,096     |   |                  |   | 148,128     |  
|Prepaid expenses                                                                                                                                                                                                      |  |                   | 26,504      |   |                  |   | 7,754       |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|Total current assets                                                                                                                                                                                                  |  |                   | 363,280     |   |                  |   | 221,577     |  
|                                                                                                                                                                                                                      |  |                  
|PROPERTY AND EQUIPMENT, net                                                                                                                                                                                           |  |                   | 34,513      |   |                  |   | 34,915      |  
|                                                                                                                                                                                                                      |  |                  
|OTHER ASSETS                                                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Other assets                                                                                                                                                                                                          |  |                   | 5,497       |   |                  |   | 5,497       |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|TOTAL ASSETS                                                                                                                                                                                                          |  | $                 | 403,290     |   |                  | $ | 261,989     |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                  |  |                   |             |   |                  |   |             |  
|CURRENT LIABILITIES                                                                                                                                                                                                   |  |                   |             |   |                  |   |             |  
|Accounts payable and accrued expenses                                                                                                                                                                                 |  | $                 | 1,157,189   |   |                  | $ | 825,092     |  
|Accrued payroll taxes                                                                                                                                                                                                 |  |                   | 86,900      |   |                  |   | 123,943     |  
|10% Convertible Notes                                                                                                                                                                                                 |  |                   | 125,000     |   |                  |   | 255,000     |  
|Notes payable  current portion                                                                                                                                                                                       |  |                   | 20,000      |   |                  |   | 100,000     |  
|Notes payable, related party  current portion                                                                                                                                                                        |  |                   | -0-         |   |                  |   | 6,000       |  
|Deferred revenue                                                                                                                                                                                                      |  |                   | 958,738     |   |                  |   | 434,957     |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|Total current liabilities                                                                                                                                                                                             |  |                   | 2,347,827   |   |                  |   | 1,744,992   |  
|                                                                                                                                                                                                                      |  |                  
|NOTES PAYABLE, net of current portion                                                                                                                                                                                 |  |                   | 1,683,187   |   |                  |   | 1,513,187   |  
|NOTES PAYABLE RELATED PARTY, net of current portion                                                                                                                                                                   |  |                   | 1,036,043   |   |                  |   | 848,742     |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|TOTAL LIABILITIES                                                                                                                                                                                                     |  |                   | 5,067,057   |   |                  |   | 4,106,921   |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|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, 65,000 and 97,500 issued and outstanding, respectively;
liquidation preference $650,000 and $975,000, respectively                |  |                   | 65          |   |                  |   | 98          |  
|                                                                                                                                                                                                                      |  |                  
|Series C convertible preferred stock, - $.001 par value. 747,500 shares authorized, 337,150 and 337,150 issued and outstanding, respectively;
liquidation preference $3,371,500 and $3,371,500, respectively          |  |                   | 337         |   |                  |   | 337         |  
|                                                                                                                                                                                                                      |  |                  
|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, 26,825,915 and 24,065,972 issued and outstanding, after deducting 673,878 and 673,878
shares of treasury stock, at $.001 par value, respectively                        |  |                   | 27,451      |   |                  |   | 24,691      |  
|Additional paid in capital  preferred                                                                                                                                                                                |  |                   | 7,853,488   |   |                  |   | 8,178,454   |  
|Additional paid in capital  common                                                                                                                                                                                   |  |                   | 15,182,652  |   |                  |   | 14,411,926  |  
|Less: Treasury stock, cost method, 673,878 and 673,878 shares, respectively                                                                                                                                           |  |                   | (299,861    | ) |                  |   | (299,861    | )
|Accumulated deficit                                                                                                                                                                                                   |  |                   | (27,432,114 | ) |                  |   | (26,164,793 | )
|TOTAL SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                  |  |                   | (4,663,767  | ) |                  |   | (3,844,932  | )
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                                                  |  | $                 | 403,290     |   |                  | $ | 261,989     |  
|                                                                                                                                                                                                                      |  |                   |             |   |                  |   |             |  



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



3



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------- |  | -------------------------------------- | ---------- | - | --------------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                        |  | For the nine months endedSeptember 30, |            |   | For the three months endedSeptember 30, |  
|                                                        |  | 2005                                   |            |   | 2004                                    |   |            | 2005 |  |   | 2004       |  
|Revenues                                                |  | $                                      | 1,261,216  |   |                                         | $ | 686,839    |      |  | $ | 498,615    |   |  | $ | 245,788    |  
|Cost of sales                                           |  |                                        | 262,162    |   |                                         |   | 192,274    |      |  |   | 94,232     |   |  |   | 62,117     |  
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Gross margin                                            |  |                                        | 999,054    |   |                                         |   | 494,565    |      |  |   | 404,383    |   |  |   | 183,671    |  
|                                                        |  |                                        |            |  
|Operating expenses                                      |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Salaries, benefits and related taxes                    |  |                                        | 1,376,384  |   |                                         |   | 1,343,308  |      |  |   | 445,736    |   |  |   | 428,700    |  
|Rent & occupancy expenses                               |  |                                        | 114,990    |   |                                         |   | 114,593    |      |  |   | 39,376     |   |  |   | 38,811     |  
|Legal and professional fees                             |  |                                        | 129,632    |   |                                         |   | 142,726    |      |  |   | 42,461     |   |  |   | 46,894     |  
|Travel                                                  |  |                                        | 82,899     |   |                                         |   | 44,540     |      |  |   | 23,205     |   |  |   | 8,794      |  
|Telephone and internet                                  |  |                                        | 53,930     |   |                                         |   | 50,883     |      |  |   | 19,030     |   |  |   | 17,121     |  
|Selling, general and administrative                     |  |                                        | 177,927    |   |                                         |   | 89,648     |      |  |   | 85,226     |   |  |   | 17,068     |  
|Bad debt expense                                        |  |                                        | 9,201      |   |                                         |   | -0-        |      |  |   | 9,201      |   |  |   | -0-        |  
|Depreciation and amortization                           |  |                                        | 23,282     |   |                                         |   | 108,032    |      |  |   | 4,885      |   |  |   | 35,940     |  
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Total operating expenses                                |  |                                        | 1,968,245  |   |                                         |   | 1,893,730  |      |  |   | 669,120    |   |  |   | 593,328    |  
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Operating income (loss)                                 |  |                                        | (969,191   | ) |                                         |   | (1,399,165 | )    |  |   | (264,737   | ) |  |   | (409,657   | )
|                                                        |  |                                        |            |  
|Other income (expense)                                  |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Interest expense                                        |  |                                        | (298,511   | ) |                                         |   | (149,762   | )    |  |   | (70,854    | ) |  |   | (60,796    | )
|Interest income                                         |  |                                        | 381        |   |                                         |   | 66         |      |  |   | 300        |   |  |   | -0-        |  
|(Loss) before taxes and preferred dividends             |  |                                        | (1,267,321 | ) |                                         |   | (1,548,861 | )    |  |   | (335,291   | ) |  |   | (470,453   | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                       |  |                                        | (1,267,321 | ) |                                         |   | (1,548,861 | )    |  |   | (335,291   | ) |  |   | (470,453   | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Preferred stock dividends in arrears Series A Preferred |  |                                        | (153,600   | ) |                                         |   | (154,162   | )    |  |   | (51,763    | ) |  |   | (51,762    | )
|Preferred stock dividends in arrears Series B Preferred |  |                                        | (42,334    | ) |                                         |   | (77,334    | )    |  |   | (13,107    | ) |  |   | (24,123    | )
|Preferred stock dividends in arrears Series C Preferred |  |                                        | (201,735   | ) |                                         |   | (202,474   | )    |  |   | (67,984    | ) |  |   | (67,984    | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Total preferred stock dividends                         |  |                                        | (397,669   | ) |                                         |   | (433,970   | )    |  |   | (132,854   | ) |  |   | (143,869   | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) attributable to common stockholders   |  | $                                      | (1,664,990 | ) |                                         | $ | (1,982,831 | )    |  | $ | (468,145   | ) |  | $ | (614,322   | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Net (loss) per share                                    |  | $                                      | (0.06      | ) |                                         | $ | (0.10      | )    |  | $ | (0.02      | ) |  | $ | (0.03      | )
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of shares outstanding           |  |                                        | 25,883,514 |   |                                         |   | 19,883,109 |      |  |   | 26,819,248 |   |  |   | 21,198,842 |  
|                                                        |  |                                        |            |   |                                         |   |            |      |  |   |            |   |  |   |            |  



See accompanying
summary of accounting policies and notes to financial statements



4



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##### Table of Contents

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

(unaudited)



|                                                                                           |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                           |  | 2005 |            |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Net income (loss)                                                                          |  | $    | (1,267,321 | ) |      | $ | (1,548,861 | )
|Adjustment to reconcile net income to net cash provided by (used in) operating activities: |  |      |            |   |      |   |            |  
|Depreciation and amortization                                                              |  |      | 23,282     |   |      |   | 108,032    |  
|Interest expense from beneficial conversion of 10% Convertible Notes                       |  |      | 104,000    |   |      |   | -0-        |  
|Amortization of deferred compensation                                                      |  |      | -0-        |   |      |   | 42,572     |  
|Change in assets and liabilities:                                                          |  |      |            |   |      |   |            |  
|Accounts receivable                                                                        |  |      | (155,968   | ) |      |   | 42,303     |  
|Prepaid expenses                                                                           |  |      | (18,750    | ) |      |   | (5,045     | )
|Accounts payable and accrued expenses                                                      |  |      | 317,040    |   |      |   | 103,812    |  
|Deferred revenue                                                                           |  |      | 523,781    |   |      |   | (117,232   | )
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) operating activities                                        |  |      | (473,936   | ) |      |   | (1,374,419 | )
|                                                                                           |  |      |            |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Purchase of property and equipment                                                         |  |      | (22,879    | ) |      |   | (25,081    | )
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                                        |  |      | (22,879    | ) |      |   | (25,081    | )
|                                                                                           |  |      |            |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |  |      |            |   |      |   |            |  
|Proceeds from issuance of common stock, net of issuance costs                              |  |      | 192,500    |   |      |   | 592,500    |  
|Repayments of notes payable                                                                |  |      | (72,000    | ) |      |   | -0-        |  
|Proceeds from notes payable                                                                |  |      | 343,300    |   |      |   | 864,099    |  
|                                                                                           |  |      |            |   |      |   |            |  
|Net cash provided by (used in) financing activities                                        |  |      | 463,800    |   |      |   | 1,456,599  |  
|                                                                                           |  |      |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                                       |  |      | (33,015    | ) |      |   | 57,099     |  
|Cash and cash equivalents at beginning of period                                           |  |      | 65,695     |   |      |   | 1,977      |  
|                                                                                           |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                                 |  | $    | 32,680     |   |      | $ | 59,076     |  
|                                                                                           |  |      |            |   |      |   |            |  



|                                                         |  |                                        |         |      |   |        
|-------------------------------------------------------- |  | -------------------------------------- | ------- | ---- | - | -------
|                                                         |  | For the nine months endedSeptember 30,
|                                                         |  | 2005                                   |         | 2004
|Supplemental Disclosure of Cash Flow Information:        |  |                                        |         |      |   |        
|Cash paid during the period for:                         |  |                                        |         |      |   |        
|                                                         |  |                                       
|Income tax                                               |  | $                                      | -0-     |      | $ | -0-    
|                                                         |  |                                        |         |      |   |        
|Interest                                                 |  | $                                      | 13,925  |      | $ | 309    
|                                                         |  |                                        |         |      |   |        
|Non-cash Transactions                                    |  |                                        |         |      |   |        
|Conversion of 10% Notes Payable into common stock        |  | $                                      | 234,000 |      | $ | -0-    
|Accrued interest converted into common stock             |  | $                                      | 21,985  |      | $ | -0-    
|Conversion of Series B Preferred Stock into common stock |  | $                                      | 325,000 |      | $ | 537,500



See accompanying
summary of accounting policies and notes to financial statements



5



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(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. TrialMaster® allows clinical trial sponsors and investigative sites to securely collect,
validate, transmit, and analyze clinical trial data.



Our
ability to compete within the EDC industry is predicated on our ability to continue enhancing and broadening the scope of solutions offered through TrialMaster. Our research and development efforts are focused on developing new, complementary
software solutions, as well as enhancing our existing software solutions through the addition of increased functionality. During fiscal 2004, we spent approximately $537,000 on research and development activities, the majority of which represented
salaries to our developers. In fiscal 2003 we spent approximately $504,000 on research and development activities, which include costs associated with customization of the TrialMaster software for our clients projects.



NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION



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



ESTIMATES IN FINANCIAL STATEMENTS



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



RECLASSIFICATIONS



Certain reclassifications have been made in the 2004 financial statements to conform to the 2005 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 consolidated balance sheets approximates fair value.



ACCOUNTS RECEIVABLE



Accounts receivable are judged as to collectibility by management and an allowance for bad debts is established as necessary. The Company had recorded
an allowance for uncollectible accounts receivable of $58,539 and $-0- as of September 30, 2005 and December 31, 2004, respectively



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



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. Our top five customers accounted for approximately 60% of our revenues during 2005 and approximately 55% of
our revenues during 2004. Three customers accounted individually for 10% or more of our revenues during 2005.



PROPERTY AND EQUIPMENT



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



DEFERRED REVENUE



Deferred revenue represents cash advances received in excess of revenue
earned on on-going contracts. Payment terms vary with each contract but may include an initial payment at the time the contract is executed, with future payments dependent upon the completion of certain contract phases or targeted milestones. In the
event of contract cancellation, the Company is entitled to payment for all work performed through the point of cancellation. As of September 30, 2005 the Company had $958,738 in deferred revenues relating to contracts for services to be
performed over periods ranging from 1 month to 5 years.



REVENUE RECOGNITION POLICY



OmniComms revenue model is transaction-based and can be implemented either as an ASP (application service provider) or licensed for implementation by a customer such as a pharmaceutical company. Revenues are derived from the set-up of
clinical trial engagements; on-going maintenance fees incurred throughout the duration of an engagement; fees for report writing and project change orders. The clinical trials that are conducted using TrialMaster can last from 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. The Company will periodically record deferred revenues relating to advance payments in contracts.



ADVERTISING



Advertising costs are expensed as incurred. Advertising costs were $9,536 and $(680) for the nine months ended September 30, 2005 and 2004,
respectively.



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 Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, (SFAS 86), requires the capitalization
of certain development costs of software to be sold once technological feasibility is established, which the Company defines as completion to the point of marketability. The capitalized cost is then amortized on a straight-line basis over the
estimated product life. To date,



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



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 $353,419 and $393,946 for the nine months ended September 30,
2005 and 2004 respectively.



EMPLOYEE EQUITY INCENTIVE PLANS



The company has an employee equity incentive plan, which
is more fully described in Note 13: Employee Equity Incentive Plans. The company accounts for its equity incentive plan under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees and related interpretations. The exercise price of options is equal to the market price of OmniComm Systems common stock (defined as the closing bid price reported on the NASDAQ OTC
Bulletin-Board) on the date of grant. Accordingly, no stock-based compensation is recognized in the Consolidated Statements of Operations. The following table illustrates the effect on net income and earnings per share as if the company had applied
the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, as amended, (SFAS 123), to options granted under the stock options plan. For purpose
of this pro-forma disclosure, the value of the options is estimated using a Black-Scholes option pricing model. Because the estimated value is determined as of the date of grant, the actual value ultimately realized by the employee may be
significantly different.



|                                                                                                                                            |  |                                |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                                                                            |  | Nine Months EndedSeptember 30, |       
|(in thousands, except for per share data)                                                                                                   |  | 2005                           |        |   | 2004 |  
|Net loss available to common stockholders as reported                                                                                       |  | $                              | (1,665 | ) |      | $ | (1,983 | )
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                | (201   | ) |      |   | (108   | )
|                                                                                                                                            |  |                                |        |   |      |   |        |  
|Pro forma net loss available to common stockholders                                                                                         |  | $                              | (1,866 | ) |      | $ | (2,091 | )
|                                                                                                                                            |  |                                |        |   |      |   |        |  
|Weighted average number of common shares outstanding used to compute net income (loss) per common share  basic and
diluted                 |  |                                | 25,884 |   |      |   | 19,883 |  
|                                                                                                                                            |  |                                |        |   |      |   |        |  
|Reported basic and diluted net loss per common share                                                                                        |  | $                              | (0.06  | ) |      | $ | (0.10  | )
|                                                                                                                                            |  |                                |        |   |      |   |        |  
|Pro forma basic and diluted net loss per common share                                                                                       |  | $                              | (0.07  | ) |      | $ | (0.11  | )
|                                                                                                                                            |  |                                |        |   |      |   |        |  



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



The estimated value of employee stock options granted during the period
ended September 30, 2005 was $120,985 ($64,459 for the period ended September 30, 2004). The value of options granted in 2005 and 2004 was estimated at the date of grant using the following assumptions:



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



|                              |  |         |   |  |         |  
|----------------------------- |  | ------- | - |  | ------- | -
|                              |  | 2005    |   |  | 2004    |  
|Risk-free interest rate       |  | 2.07    | % |  | 2.90    | %
|Expected years until exercise |  | 6 Years |   |  | 6 Years |  
|Expected stock volatility     |  | 107.3   | % |  | 113.8   | %
|Dividend yield                |  | 0       | % |  | 0       | %



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



EARNINGS PER SHARE



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



Basic earnings per share were calculated
using the weighted average number of shares outstanding of 25,883,514 and 19,883,109 for the nine months ended September 30, 2005 and 2004, respectively and 26,819,248 and 21,198,842 for the three months ended September 30, 2005 and 2004,
respectively. There were no differences between basic and diluted earnings per share. Options to purchase 4,892,770 shares of common stock at prices ranging from $.15 to $2.75 per share were outstanding at September 30, 2005. Stock warrants to
purchase 16,956,296 shares of common stock at prices ranging from $0.25 to $1.50 per share were outstanding at September 30, 2005.



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



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



INCOME TAXES



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



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



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



IMPACT OF NEW ACCOUNTING STANDARDS



In March 2005, the FASB issued Financial Interpretation 47, Accounting for Conditional Asset Retirement
Obligations (FIN 47). FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform
an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even
though uncertainty exists about the timing and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a
conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.
FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We do not expect the adoption of this statement will have a material impact on our results of operations or financial position.



In June 2005, the FASB issued Statement 154, Accounting Changes and
Error Corrections, (FAS 154), which replaces APB Opinion 20 and FASB Statement 3. FAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. APB Opinion 20 previously required that most
voluntary changes in accounting principle be recognized by including the cumulative effect of the new accounting principle in net income of the period of the change. Statement 154 now requires retrospective application of changes in accounting
principle to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. FAS 154 is effective for fiscal years beginning after December 15, 2005. We do
not expect the adoption of this statement will have a material impact on our results of operations or financial position.



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 may need to raise substantial additional capital to fund our future operations. Our capital
requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies developing and commercializing new technologies; the progress of our research and development activities; the
rate of technological advances; determinations as to the commercial potential of our technology under development; the status of competitive technology; the establishment of collaborative relationships; the success of our sales and marketing
programs; 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.



To satisfy our capital requirements, we may seek additional financing through debt and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If
adequate funds are not available when needed, we may be required to delay,



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



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 September 30, 2005 there is doubt about the Companys
ability to continue as a going concern.



NOTE 4: PROPERTY AND EQUIPMENT,
AT COST



Property and equipment consists of the
following:



|                              |  |                    |         |                         |   |         |  |                         |         |                       |   |         |  |        
|----------------------------- |  | ------------------ | ------- | ----------------------- | - | ------- |  | ----------------------- | ------- | --------------------- | - | ------- |  | -------
|                              |  | September 30, 2005 |         | December 31, 2004       |   |        
|                              |  | Cost               |         | AccumulatedDepreciation |   | Cost    |  | AccumulatedDepreciation |         | EstimatedUseful Lives
|Computer and office equipment |  | $                  | 456,068 |                         | $ | 436,486 |  | $                       | 443,960 |                       | $ | 419,773 |  | 5 years
|Leasehold improvements        |  |                    | 3,299   |                         |   | 3,092   |  |                         | 3,299   |                       |   | 2,712   |  | 5 years
|Computer software             |  |                    | 280,640 |                         |   | 271,044 |  |                         | 269,869 |                       |   | 267,475 |  | 3 years
|Office furniture              |  |                    | 52,950  |                         |   | 47,823  |  |                         | 52,950  |                       |   | 45,203  |  | 5 years
|                              |  |                    |         |                         |   |         |  |                         |         |                       |   |         |  |        
|                              |  | $                  | 792,957 |                         | $ | 758,445 |  | $                       | 770,078 |                       | $ | 735,163 |  |        
|                              |  |                    |         |                         |   |         |  |                         |         |                       |   |         |  |        



Depreciation expense
for the nine months ended September 30, 2005 and 2004 was $23,282 and $108,032 respectively.



NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES



Accounts payable and accrued expenses consist of the following:



|                                            |  |                   |           |                  |   |        
|------------------------------------------- |  | ----------------- | --------- | ---------------- | - | -------
|                                            |  | September 30,2005 |           | December 31,2004
|Accounts payable                            |  | $                 | 358,339   |                  | $ | 258,909
|Accrued payroll and related costs           |  |                   | 53,027    |                  |   | 34,808 
|Other accrued expenses                      |  |                   | 272,275   |                  |   | 216,427
|Accrued interest                            |  |                   | 346,029   |                  |   | 187,429
|Accrued expenses of OmniTrial BV            |  |                   | 127,519   |                  |   | 127,519
|                                            |  |                   |           |                  |   |        
|Total accounts payable and accrued expenses |  | $                 | 1,157,189 |                  | $ | 825,092
|                                            |  |                   |           |                  |   |        



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 to 2005 and accrued legal fees associated with the sale of Series C Convertible Preferred Stock.



NOTE 6: EARNINGS PER SHARE



Basic earnings per share (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 44,496,065 and 45,836,065 have been omitted from the calculation of dilutive EPS for the nine and three month periods ended September 30, 2005 and September 30, 2004, respectively. Provided below is reconciliation
between numerators and denominators of the basic and diluted earnings per shares:



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



|                              |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|----------------------------- |  | ------------------ | ---------- | - | ------------------ | ---------- | --------------- | - | ----- | --------------- |  | - | ----------------- | - | --------------- | ---------- |  | - | ----- | -
|                              |  | Nine Months Ended  |           
|                              |  | September 30, 2005 |            |   | September 30, 2004 |           
|                              |  | IncomeNumerator    |            |   | SharesDenominator  |            | Per-ShareAmount |   |       | IncomeNumerator |  |   | SharesDenominator |   | Per-ShareAmount |           
|Basic EPS                     |  | $                  | (1,664,990 | ) |                    | 25,883,514 |                 | $ | (0.06 | )               |  | $ | (1,982,831        | ) |                 | 19,883,109 |  | $ | (0.10 | )
|Effect of Dilutive Securities |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|None.                         |  |                    | -0-        |   |                    | -0-        |                 |   | -0-   |                 |  |   | -0-               |   |                 | -0-        |  |   | -0-   |  
|                              |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|Diluted EPS                   |  | $                  | (1,664,990 | ) |                    | 25,883,514 |                 | $ | (0.06 | )               |  | $ | (1,982,831        | ) |                 | 19,883,109 |  | $ | (0.10 | )
|                              |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|                              | 
|                              |  | Three Months Ended |           
|                              |  | September 30, 2005 |            |   | September 30, 2004 |           
|                              |  | IncomeNumerator    |            |   | SharesDenominator  |            | Per-ShareAmount |   |       | IncomeNumerator |  |   | SharesDenominator |   | Per-ShareAmount |           
|Basic EPS                     |  | $                  | (468,145   | ) |                    | 26,819,248 |                 | $ | (0.02 | )               |  | $ | (614,322          | ) |                 | 21,198,842 |  | $ | (0.03 | )
|Effect of Dilutive Securities |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|None.                         |  |                    | -0-        |   |                    | -0-        |                 |   | -0-   |                 |  |   | -0-               |   |                 | -0-        |  |   | -0-   |  
|                              |  |                    |            |   |                    |            |                 |   |       |                 |  |   |                   |   |                 |            |  |   |       |  
|Diluted EPS                   |  | $                  | (468,145   | ) |                    | 26,819,248 |                 | $ | (0.02 | )               |  | $ | (614,322          | ) |                 | 21,198,842 |  | $ | (0.03 | )



NOTE 7: NOTES PAYABLE



At September 30, 2005, the Company owed $2,739,230
in notes payable. The table below provides details as to the terms and conditions of the notes payable.



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



|                |  |            |  |              |   |  |        |           |           |   |           |  |   |          
|--------------- |  | ---------- |  | ------------ | - |  | ------ | --------- | --------- | - | --------- |  | - | ---------
|OriginationDate |  | Due Date   |  | InterestRate |   |  | Amount |           | ShortTerm |   | Long Term
|6/30/2004       |  | 10/31/2006 |  | 9.0          | % |  | $      | 364,758   |           | $ | 0         |  | $ | 364,758  
|6/30/2004       |  | 10/31/2006 |  | 9.0          | % |  |        | 596,052   |           |   | 0         |  |   | 596,052  
|7/31/2002       |  | 10/31/2005 |  | 9.0          | % |  |        | 20,000    |           |   | 20,000    |  |   | 0        
|11/25/2002      |  | 1/31/2007  |  | 9.0          | % |  |        | 6,000     |           |   | 0         |  |   | 6,000    
|6/30/2004       |  | 10/31/2006 |  | 9.0          | % |  |        | 483,985   |           |   | 0         |  |   | 483,985  
|8/15/2003       |  | 1/31/2007  |  | 9.0          | % |  |        | 100,000   |           |   | 0         |  |   | 100,000  
|6/30/2004       |  | 10/31/2006 |  | 9.0          | % |  |        | 450,875   |           |   | 0         |  |   | 450,875  
|12/31/2004      |  | 10/31/2006 |  | 9.0          | % |  |        | 107,950   |           |   | 0         |  |   | 107,950  
|1/30/2004       |  | 10/31/2006 |  | 9.0          | % |  |        | 100,000   |           |   | 0         |  |   | 100,000  
|11/7/2003       |  | 10/31/2006 |  | 9.0          | % |  |        | 238,310   |           |   | 0         |  |   | 238,310  
|3/31/2005       |  | 1/31/2007  |  | 9.0          | % |  |        | 22,000    |           |   | 0         |  |   | 22,000   
|4/7/2005        |  | 1/31/2007  |  | 9.0          | % |  |        | 25,000    |           |   | 0         |  |   | 25,000   
|4/7/2005        |  | 1/31/2007  |  | 9.0          | % |  |        | 50,000    |           |   | 0         |  |   | 50,000   
|5/12/2005       |  | 1/31/2007  |  | 9.0          | % |  |        | 40,000    |           |   | 0         |  |   | 40,000   
|6/30/2005       |  | 1/31/2007  |  | 9.0          | % |  |        | 120,000   |           |   | 0         |  |   | 120,000  
|9/9/2005        |  | 1/31/2007  |  | 9.0          | % |  |        | 14,300    |           |   | 0         |  |   | 14,300   
|                |  |            |  |              |   |  |        |           |           |   |           |  |   |          
|                |  |            |  |              |   |  | $      | 2,739,230 |           | $ | 20,000    |  | $ | 2,719,230
|                |  |            |  |              |   |  |        |           |           |   |           |  |   |          



NOTE 8: 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 was June 30, 2004, into
shares of common stock of the Company at $1.25 per share. As of September 30, 2005, approximately $737,500 of the Convertible Notes had been converted into 1,406,638 shares of common stock of the Company leaving an outstanding principal balance
of $125,000.



The Company is currently in default on interest
payments owed totaling $59,373 on its 10% Convertible Notes. The terms of the notes provide a payment grace period of thirty days in which to make required semi-annual interest payments. The company has been in default since January 30, 2002.
At the option of the note holders the full amount of the convertible notes could be declared in default.



NOTE 9: COMMITMENTS AND CONTINGENCIES



The Company currently leases office space under an operating lease. The minimum future lease payments required under the Companys operating leases at September 30, 2005 are as follows:



|      |  |   |        
|----- |  | - | -------
|2005  |  | $ | 35,271 
|2006  |  |   | 76,214 
|2007  |  |   | 52,700 
|2008  |  |   | 0      
|2009  |  |   | 0      
|      |  |   |        
|Total |  | $ | 164,185
|      |  |   |        



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



In addition to annual base rental payments the Company pays for the operating expenses associated
with its leased office space and is responsible for any escalation in operating expenses as determined in the lease. Rent expense was $114,990 and $114,593 for the nine months ended September 30, 2005 and 2004, respectively.



The Companys corporate office lease expires in February 2006. The
Company is currently seeking office space within the same geographic area and believes it will find suitable office accommodations at terms favorable to the Company.



EMPLOYMENT AGREEMENTS



In December 2004, we entered into an employment agreement with Mr. Cornelis F. Wit to serve as our Chief Executive
Officer and President through December 31, 2005. Mr. Wit receives an annual salary of $205,700 payable in cash and/or stock plus a bonus tied to our operating results. As part of the agreement incentive options are awardable under the
agreement based upon sales and cash flow objectives. In the event that the we consummate a transaction with a third party resulting in the sale, merger, consolidation, reorganization or other business combination involving all or a majority of our
business, assets or stock, whether effected in one transaction or a series of transactions due to the initiative of Mr. Wit (whether or not during the term of the agreement), Mr. Wit will receive a fee equal to 2% of the aggregate
consideration. The agreement also provides, among other things, for participation in employee benefits available to employees and executives. Under the terms of the agreement, we may terminate Mr. Wits employment upon 30 days notice of a
material breach and Mr. Wit may terminate the agreement under the same terms and conditions. The employment agreement contains customary non-disclosure provisions, as well as a one year non-compete clause if Mr. Wit leaves the company
voluntarily or a six month non-compete clause following his termination by us.



In September 2004, we entered into a one-year employment agreement with Mr. Randall Smith to serve as our Chief Technology Officer. Under the terms of the agreement, as compensation for his services,
Mr. Smith receives an annual salary of $200,000 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive a bonus based upon achieving technology related milestones. The agreement also provides,
among other things, for participation in employee benefit plans or programs applicable to employees and executives. Under the terms of the agreement, we may terminate the employment of Mr. Smith upon 30 days notice of a material breach and
Mr. Smith may terminate the agreement under the same terms and conditions.



If Mr. Smith is terminated by us for any reason other than for cause, we must pay him severance benefits equal to six months salary. The employment agreement contains customary non-disclosure provisions, as well
as a one year non-competition restriction following the termination of the agreement. The agreement renews automatically for one-year terms unless expressly cancelled by either Mr. Smith or the Company in writing ninety (90) days prior to
termination of the term. The Company extended its employment agreement with Mr. Smith in September 2005 for one year under the terms of the existing employment agreement



In September 2004, we entered into a one-year employment agreement with Mr. Ronald Linares to serve as our Chief
Financial Officer. Under the terms of this agreement, Mr. Linares receives an annual salary of $167,440 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive additional incentive compensation
based upon achieving financial milestones. The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives. Under the terms of the agreement, we may terminate the
employment of Mr. Linares upon 30 days notice of a material breach and Mr. Linares may terminate the agreement under the same terms and conditions. If Mr. Linares is terminated by us for any reason other than for cause, we must pay
him severance benefits equal to six months salary. The employment agreement contains



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



customary non-disclosure provisions, as well as a one year non-competition restriction following the termination of the agreement. The agreement renews
automatically for one-year terms unless expressly cancelled by either Mr. Linares or the Company in writing ninety (90) days prior to termination of the term. The Company extended its employment agreement with Mr. Linares in September
2005 for one year under the terms of the existing employment agreement



In January 2003, we entered into a three-year employment agreement with Mr. Charles Beardsley to serve as our Senior Vice President for Sales and Marketing. Under the terms of this agreement, Mr. Beardsley receives an annual
salary of $171,600 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive additional incentive compensation based upon achieving financial milestones. Mr. Beardsley is eligible for a
commission, payable on a quarterly basis, equal to 2% of the Companys Net Operating Income as defined in an exhibit to his employment contract. Mr. Beardsley was granted an aggregate of 150,000 options under our 1998 Stock Incentive Plan.
The options, which vest 50,000 annually beginning with January 2, 2004, are exercisable at a price of $0.25 per share, for five years from the date of vesting. Mr. Beardsley received a grant of 100,000 shares of restricted common stock
upon execution of his employment agreement. The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives. Under the terms of the agreement, we may terminate the
employment of Mr. Beardsley upon 30 days notice of a material breach and Mr. Beardsley may terminate the agreement under the same terms and conditions. If Mr. Beardsley is terminated by us for any reason other than for cause, we must
pay him severance benefits equal to twelve months salary. The employment agreement contains customary non-disclosure provisions.



FINANCIAL ADVISORY AGREEMENT



During May 2004, the Company extended its financial advisory agreement with Noesis Capital. Under the agreement Noesis Capital will 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 annually. The advisory amendment changed the termination date to December 31, 2005.



NOTE 10: RELATED PARTY TRANSACTIONS



Guus van Kesteren, a member of our board of directors, is a consultant to Noesis Capital Corp.



Between February 2001 and July 2001, we borrowed an aggregate of $190,000 from Guus van Kesteren under promissory notes which bore interest of
12% per annum. These promissory notes were amended and restated on August 30, 2001 in the amount of $196,644 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. This note was amended in September 2004 extending the maturity
date to October 2006.



During March 2002, we borrowed $2,341
from Randall G. Smith, our Chairman of the board and Chief Technology Officer. This amount was repaid without interest on April 12, 2002. In addition, we borrowed $6,000 without interest from Mr. Smith on November 25, 2002. In March
2003 this note was amended and restated extending the maturity date to January 31, 2005. This note was amended and restated extending the maturity date to January 31, 2007.



In December 2002, we borrowed $50,000 from Cornelis Wit, our President and Chief Executive Officer and a member of our board
of directors. 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 in September 2004 extending the maturity date to October 31, 2006.



15



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



In December 2002, we borrowed $50,000 from Guus van Kesteren a member of our board of directors. 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 in September 2004 extending the maturity date to October 31, 2006.



From September to November 2003 we borrowed $262,000 from Cornelis Wit, our
President and Chief Executive Officer, and a member of our board of directors. These amounts were borrowed under promissory notes bearing interest at 9% per annum with maturity dates ranging from January 31, 2005 to October 31, 2005.
These notes were amended and restated on September 30, 2004 under the terms of a new note bearing interest at 9% interest payable on October 31, 2006.



From February to June 2004, the Company borrowed $106,000 from Guus van Kesteren, a Company Director. These amounts were
borrowed under promissory notes bearing interest at 9% per annum with maturity dates ranging from January 31, 2006 to October 31, 2006. These notes were amended and restated on June 30, 2004 under the terms of a new note bearing
interest at 9% interest payable on October 31, 2006.



From January to June 2004, the Company borrowed $153,500 from Cornelis Wit, the Companys President and Chief Executive Officer and a Director. These amounts were borrowed under promissory notes bearing interest at 9% per annum
with maturity dates ranging from January 31, 2006 to October 31, 2006. These notes were amended and restated on June 30, 2004 under the terms of a new note bearing interest at 9% interest payable on October 31, 2006.



In March 2005, the Company borrowed $22,000 from Cornelis Wit, the
Companys President and Chief Executive Officer and a Director. These amounts were borrowed under a promissory note bearing interest at 9% per annum payable on January 31, 2007.



In April 2005, the Company borrowed $25,000 from Guus van Kesteren, a
company Director. These amounts were borrowed under a promissory note bearing interest at 9% per annum payable on January 31, 2007.



In June 2005, the Company borrowed $120,000 from Cornelis Wit, the Companys President and Chief Executive Officer and a Director. These amounts were
borrowed under a promissory note bearing interest at 9% per annum payable on January 31, 2007.



From June to September 2005, the Company borrowed $14,300 from Ronald Linares, the Companys Vice President and Chief Financial Officer. These
amounts were borrowed under a promissory note bearing interest at 9% per annum payable on January 31, 2007.



NOTE 11: 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 Statement of Financial Accounting Standards No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions or Statement of Financial Accounting Standards No. 112,
Employers Accounting for Post-employment Benefits  an Amendment of FASB Statements No. 5 and 43.



NOTE 12: STOCKHOLDERS EQUITY (DEFICIT)



Our authorized capital stock 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 5% Series A Preferred, 230,000 shares have been designated as Series B Preferred Stock and 747,500 shares have been designated as Series C Preferred Stock.



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



As of September 30, 2005 we had the following outstanding securities:



| |  |  | 26,825,915 shares of common stock issued and outstanding;
| | - |  | ---------------------------------------------------------



| |  |  | 16,956,296 warrants issued and outstanding to purchase shares of our common stock;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | 4,215,224 shares of our Series A Preferred Stock issued and outstanding,
| | - |  | ------------------------------------------------------------------------



| |  |  | 65,000 shares of our Series B Preferred Stock issued and outstanding;
| | - |  | ---------------------------------------------------------------------



| |  |  | 337,150 shares of our Series C Preferred Stock issued and outstanding;
| | - |  | ----------------------------------------------------------------------



| |  |  | a Series B Placement Agent Unit Option;
| | - |  | ---------------------------------------



| |  |  | a Series C Placement Agent Unit Option; and
| | - |  | -------------------------------------------



| |  |  | 10% Convertible Notes.
| | - |  | ----------------------



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. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject
to the preferences of the Series A Preferred Stockholders, Series B Preferred Stock holders and Series C Preferred Stockholders, each outstanding share of common stock entitles its holder to participate in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having preference over the common stock.



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 are duly authorized, validly issued, fully paid
and non-assessable.



From January 2004 through October 2004,
we sold an aggregate of 3,000,000 shares of our common stock resulting in gross proceeds of $750,000. Other than Cornelis Wit our CEO, President and a Director and Guus van Kesteren, a Director, none of these investors, were our affiliates. Noesis
Capital Corp., an NASD member firm, acted as placement agent in the offering and as compensation therefore received a commission equal to 8% of the sales made by it, or an aggregate of $54,000, a non-accountable expense allowance equal to 2% of the
sales made by it, or an aggregate of $13,500 and a warrant to purchase at $0.25 per share, 10% of the shares sold, or 270,000 shares of our common stock. An estimated fair value of $54,449 was calculated for the warrants granted to Noesis Capital
utilizing the Black-Scholes option pricing model.



From April
2005 through July 2005, we sold an aggregate of 850,000 shares of our common stock resulting in gross proceeds of $212,500. None of these investors were our affiliates. Noesis Capital Corp., an NASD member firm, acted as placement agent in the
offering and as compensation therefore received a commission equal to 8% of the sales made by it, or an aggregate of $16,000, a non-accountable expense allowance equal to 2% of the sales made by it, or an aggregate of $4,000 and a warrant to
purchase at $0.25 per share, 10% of the shares sold, or 80,000 shares of our common stock. An estimated fair value of $15,760 was calculated for the warrants granted to Noesis Capital utilizing the Binomial option pricing method.



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. In addition, the board of directors may
fix and determine all privileges and rights of the authorized preferred stock series including:



| |  |  | dividend and liquidation preferences,
| | - |  | -------------------------------------



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



| |  |  | voting rights,
| | - |  | --------------



| |  |  | conversion privileges, and
| | - |  | --------------------------



| |  |  | redemption terms.
| | - |  | -----------------



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.



Series A 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 Stock), of which 4,215,224 shares are issued and outstanding.



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



| |  |  | the shares are not redeemable,
| | - |  | ------------------------------



| |  |  | each share of Series A Preferred Stock 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, or if not so
converted after one year from issuance, at any time at our option if the closing bid price of our common stock has exceeded $3.00 for 20 consecutive trading days, our common stock is listed on The Nasdaq Stock Market or other national stock
exchange, and the shares of common stock issuable upon conversion of the Series A Preferred Stock are registered under a registration statement,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the conversion price has certain anti-dilution protections 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
Preferred Stock and Series C Preferred Stock,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the shares of Series A Preferred Stock pay a cumulative dividend at a rate of 5% per annum based on the stated value of $1.00 per share, payable when and as declared by the
board of directors, or upon conversion or liquidation. Dividends on the Series A Preferred Stock have priority to our common stock and junior to Series B Preferred Stock and Series C Preferred Stock. 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,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | the holders of the Series A Preferred Stock 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 A Preferred Stock.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There were arrearages of $649,847 and $496,247 on the Series A Preferred Stock for undeclared dividends as of September 30, 2005 and December 31, 2004, respectively.



In addition, the holders of the Series A Preferred Stock were granted certain demand and piggy-back registration rights for
the shares of our common stock issuable upon the conversion of the Series A Preferred Stock.



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



Series B 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 Stock). 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 Stock to 230,000 shares,
of which 65,000 shares are issued and outstanding.



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



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



| |  |  | the shares are not redeemable,
| | - |  | ------------------------------



| |  |  | each share of Series B Preferred Stock 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, subject to limitations based on trading volume, 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 Stock 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 Stock has been declared effective,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the conversion price has certain anti-dilution protections 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 Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, 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 Stock,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each share of Series B Preferred Stock 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 Stock has a liquidation preference equal to $10.00 per share plus accrued and unpaid dividends, and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the holders of the Series B Preferred Stock 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 Stock,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There were arrearages of $504,914 and $462,579 on the Series B Preferred Stock dividends as of September 30, 2005 and December 31, 2004, respectively.



In addition, the holders of the Series B Preferred Stock were granted certain mandatory and piggy-back registration rights
for the shares of our common stock issuable upon the conversion of the Series B Preferred Stock and are entitled to vote one member to our board of directors.



Series C Preferred Stock



In March 2002, our board of directors designated 747,500 shares of our preferred stock as Series C Convertible Preferred Stock. of which 337,150 shares
are issued and outstanding.



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



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



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



| |  |  | the shares are not redeemable,
| | - |  | ------------------------------



| |  |  | each share of Series C Preferred Stock 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 Stock by $0.25, which is the Series C Conversion Price. The Series C Preferred Stock will automatically convert, subject to limitations based on trading volume, 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 Stock 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 Stock 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 Stock equal to 10 times the average daily trading volume during the 20-day look-back period set forth above,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the conversion price has certain anti-dilution protections 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 Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, 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 Stock.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | the holders of the Series C Preferred Stock 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 Stock.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There were arrearages of $794,924 and $593,189 on the Series C Preferred Stock for undeclared dividends as of September 30, 2005 and December 31, 2004, respectively.



In addition, the holders of the Series C Preferred Stock were granted certain mandatory and piggy-back registration rights
covering the shares of our common stock issuable upon the conversion of the Series C Preferred Stock and are entitled to vote two members to our board of directors.



Warrants



We have issued and outstanding warrants to purchase a total of 16,956,296 shares of our common stock, including:



| |  |  | 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
Preferred Stock offering, which warrants contain a cashless exercise provision. The holders of the warrants were granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon the exercise of the
warrants.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



| |  |  | warrants to purchase 784,896 shares of our common stock at exercise prices ranging from $.50 to $1.50 per share expiring periodically through July 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 Preferred
Stock offering, which warrants contain a cashless exercise provision. The holders of the warrants were granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon the exercise of the warrants.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | warrants to purchase 700,000 shares of our common stock at an exercise price of $.25 per share expiring May 2008 which were issued by us in connection with a private placement of
common stock, which warrants contain a cashless exercise provision.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | warrants to purchase 458,400 shares of our common stock at an exercise price of $.25 per share expiring December 2008 which were issued by us to the placement agent of two offerings
of our common stock that were conducted during 2003.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | warrants to purchase 270,000 shares of our common stock at an exercise price of $.25 per share expiring December 2009 which were issued by us in connection with a private placement
of common stock that occurred during 2004, which warrants contain a cashless exercise provision and piggyback registration rights.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Series B Placement Agent Unit Option



In connection with our September 2001 private placement of Series B Preferred Stock, we issued the placement agent an option to purchase 2.7 units. Each
unit is exercisable at $100,000 per unit and consists of 10,000 shares of Series B Preferred Stock and 5-year warrants to purchase 400,000 shares of common stock at an exercise price of $0.25 per share. The Placement Agent Unit Option contains a
cashless exercise provision. The holder of the Placement Agent Unit Option was granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon conversion of the Series B Preferred Stock and exercise
of the warrants underlying the Placement Agent Unit Option. The Placement Agent Unit Option expires August 31, 2006.



Series C Placement Agent Unit Option



In connection with our March 2002 to March 2003 private placement of Series C Preferred Stock, we issued the placement agent an option to purchase 2.48
units. Each unit is exercisable at $100,000 per unit and consists of 10,000 shares of Series C Preferred Stock and 5-year warrants to purchase 200,000 shares of common stock at an exercise price of $0.25 per share. The Placement Agent Unit Option
contains a cashless exercise provision. The holder of the Placement Agent Unit Option was granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon conversion of the Series C Preferred Stock
and exercise of the warrants underlying Placement Agent Unit Option. The Placement Agent Unit Option expires March 31, 2008.



10% Convertible Note



From February 1999 to May 1999, we issued 10% convertible notes (10% Convertible Notes) in the aggregate principal amount of $862,500. The 10%
Convertible Notes pay 10% interest and were due and payable on June 2004. The holders have the right to convert the principal and interest amount into shares of our common stock at a rate of $1.25 per share. From 2000 to 2005, certain of the note
holders converted an aggregate of $737,500 principal amount of the notes according to their terms into 1,406,638 shares of our common stock at a conversion price of $1.25 per share. In addition, the holders of the 10% Convertible Notes were granted
certain demand and piggy-back registration rights for the shares of our common stock issuable upon the conversion of the 10% Convertible Notes.



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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



NOTE 13: EMPLOYEE EQUITY INCENTIVE PLANS



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
7,500,000 shares of the Companys common stock. The term of each option may not exceed ten years from the date of grant, and options vest in accordance with a vesting schedule established by the Plan administrator. As of September 30,
2005, substantially all of the companys employees were participating in the 1998 Plan. Options granted under the 1998 Plan will generally expire seven years from the date of grant for most employees and five years from the date of grant for
officers and directors of the company.



The Companys
stock option activity and related information is summarized below:



|                                   |  |                    |  |                              |      |         |           |                              |   |     
|---------------------------------- |  | ------------------ |  | ---------------------------- | ---- | ------- | --------- | ---------------------------- | - | ----
|                                   |  | September 30, 2005 |  | December 31, 2004           
|                                   |  | Options            |  | WeightedAverageExercisePrice |      | Options |           | WeightedAverageExercisePrice
|Outstanding at beginning of period |  | 4,562,770          |  | $                            | 0.59 |         | 3,593,500 |                              | $ | 0.83
|Granted                            |  | 625,000            |  | $                            | 0.25 |         | 1,192,270 |                              | $ | 0.25
|Exercised                          |  | -0-                |  | $                            | 0.00 |         | -0-       |                              | $ | 0.00
|Cancelled                          |  | 295,000            |  | $                            | 1.68 |         | 223,000   |                              | $ | 0.41
|                                   |  |                    |  |                              |      |         |           |                              |   |     
|Outstanding at end of period       |  | 4,892,770          |  | $                            | 0.58 |         | 4,562,770 |                              | $ | 0.59
|                                   |  |                    |  |                              |      |         |           |                              |   |     
|Exercisable at end of period       |  | 4,494,770          |  | $                            | 0.34 |         | 4,076,770 |                              | $ | 0.50
|                                   |  |                    |  |                              |      |         |           |                              |   |     



The following table
summarizes information about stock options outstanding at September 30, 2005:



|                        |  |                  |  |                                                 |  |                              |      |                  |           |                              |   |     
|----------------------- |  | ---------------- |  | ----------------------------------------------- |  | ---------------------------- | ---- | ---------------- | --------- | ---------------------------- | - | ----
|                        |  | Outstanding      |  | Exercisable                                    
|Range ofExercise Prices |  | Number ofOptions |  | WeightedAverageRemainingYears ofContractualLife |  | WeightedAverageExercisePrice |      | Number ofOptions |           | WeightedAverageExercisePrice
|$0.25 - $0.47           |  | 4,527,770        |  | 3.55                                            |  | $                            | 0.28 |                  | 4,129,770 |                              | $ | 0.29
|$0.50 - $0.80           |  | 257,000          |  | 4.51                                            |  | $                            | 0.54 |                  | 257,000   |                              | $ | 0.54
|$1.00 - $2.75           |  | 108,000          |  | 0.33                                            |  | $                            | 1.94 |                  | 108,000   |                              | $ | 1.94



NOTE 14: INCOME TAXES



The tax expense (benefit) for income taxes differs from
the amount computed by applying the statutory federal income tax rate of 34% to income (loss) before provision (benefit) for income taxes as follows:



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##### Table of Contents

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(unaudited, continued)



|                                      |  |          |          |   |          |   |          |  
|------------------------------------- |  | -------- | -------- | - | -------- | - | -------- | -
|                                      |  | 09/30/05 |          |   | 09/30/04 |  
|Current tax expense (benefit):        |  |          |          |   |          |   |          |  
|Income tax at statutory rates         |  | $        | -0-      |   |          | $ | -0-      |  
|                                      |  |          |          |   |          |   |          |  
|Deferred tax expense (benefit):       |  |          |          |   |          |   |          |  
|Amortization of goodwill and covenant |  |          | -0-      |   |          |   | -0-      |  
|Operating loss carryforward           |  |          | (476,892 | ) |          |   | (582,836 | )
|                                      |  |          |          |   |          |   |          |  
|                                      |  |          | (476,892 | ) |          |   | (582,836 | )
|                                      |  |          |          |   |          |   |          |  
|Valuation allowance                   |  |          | 476,892  |   |          |   | 582,836  |  
|                                      |  |          |          |   |          |   |          |  
|Total tax expense (benefit)           |  | $        | -0-      |   |          | $ | -0-      |  
|                                      |  |          |          |   |          |   |          |  



Deferred income taxes
reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and
liabilities are as follows:



|                             |  |          |            |   |          |   |            |  
|---------------------------- |  | -------- | ---------- | - | -------- | - | ---------- | -
|                             |  | 09/30/05 |            |   | 12/31/04 |  
|Deferred tax assets:         |  |          |            |   |          |   |            |  
|Amortization of intangibles  |  | $        | 283,698    |   |          | $ | 283,698    |  
|Operating loss carryforwards |  |          | 7,444,373  |   |          |   | 6,967,480  |  
|                             |  |          |            |   |          |   |            |  
|Gross deferred tax assets    |  |          | 7,728,071  |   |          |   | 7,251,178  |  
|                             |  |          |            |   |          |   |            |  
|Valuation allowance          |  |          | (7,728,071 | ) |          |   | (7,251,178 | )
|                             |  |          |            |   |          |   |            |  
|Net deferred tax asset       |  | $        | -0-        |   |          | $ | -0-        |  
|                             |  |          |            |   |          |   |            |  



The Company has net
operating loss carryforwards (NOL) for income tax purposes of approximately $19,770,987. 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 September 30, 2005.



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



General



The following information
should be read in conjunction with the Consolidated Unaudited 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 a healthcare
technology company that provides electronic data capture (EDC) solutions and related value-added services to pharmaceutical and biotechnology companies, clinical research organizations (CRO), and other clinical trial sponsors via our
Web-based software, TrialMaster. TrialMaster allows clinical trial sponsors and investigative sites to securely collect, validate, transmit, and analyze clinical study data including patient histories, patient dosing, adverse events, and other
clinical trial information. All of our personnel are involved in the development and marketing of TrialMaster.



Our ability to compete within the EDC industry is predicated on our ability to continue enhancing and broadening the scope of solutions offered through TrialMaster. Our research and development efforts are focused on
developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality. During fiscal 2004, we spent approximately $537,000 on research and development activities, the
majority of which represented salaries to our developers. In fiscal 2003 we spent approximately $504,000 on research and development activities, which include costs associated with customization of the TrialMaster software for our clients
projects.



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The Nine Months Ended September 30, 2005 Compared With the Nine Months Ended September 30, 2004



Results of Operations



Revenues for the nine months ended September 30, 2005 were $1,261,216 compared to
$686,839 for the same period in 2004, an increase of 83.6%. The revenue increase can be attributed to a 104% increase in projects under management. Additionally, the average trial currently being conducted is approximately 77% larger than the trials
being managed at a similar point in fiscal 2004. Industry acceptance of EDC continues to increase and we believe that currently approximately 25% of clinical trials use Web-based EDC services. TrialMaster is currently sold primarily as an
application service provider (ASP) that provides EDC and other services such as an enterprise management suite which assists its clients in the pharmaceutical, biotechnology and medical device industries in accelerating the completion of
clinical trials. As we continue developing TrialMaster and our client relationships mature we expect some of our clients to deploy TrialMaster on a licensed, rather than ASP hosted basis. TrialMaster contracts provide for pricing that is based on
both the size and duration of the clinical trial. Size parameters include the number of case report forms used to collect data and the number of sites utilizing TrialMaster. The client will pay a trial setup fee based on the previously mentioned
factors, and then pay an on-going maintenance fee for the duration of the clinical trial that provides software, network and site support during the trial. Generally, these contracts will range in duration from one month to several years. Setup fees
are generally earned prior to the inception of a trial, however, the revenues will be recognized in accordance with SEC Staff Accounting Bulletin No. 104 Revenue Recognition which requires that the revenues be recognized ratably
over the life of the contract. The maintenance fee revenues are earned and recognized monthly. Costs associated with contract revenues are recognized as incurred.



Our top five customers accounted for approximately 60% of our revenues during the period ended September 20, 2005 and approximately 55%
of our revenues during the period ended September 30, 2004. Three customers accounted individually for 10% or more of our revenues during 2005. The loss of any of these contracts or these customers in the future could adversely affect our
results of operations.



Cost of goods sold increased to $262,162 in 2005
compared to $192,274 in 2004. Cost of goods sold were approximately 20.8% of sales in 2005 compared to 28.0% in fiscal 2004. Cost of goods sold relates primarily to salaries and related benefits associated with the programmers, developers and
systems analysts producing clinical trials on behalf of our clients. Salaries increased during 2005 due to the addition of one additional programmer as part of our trial operations. We used the services of a third party vendor on a European clinical
trial conducted during 2004.



We expect to increase development programming
labor costs on an absolute basis as our trial revenues increase. We expect our cost of goods sold to remain in the 20% range during 2005 as we continue to increase follow-on engagements from existing clients and continue to increase the phase I and
CRO portions of our client base. TrialMaster V3.0, the current release of our trial-building software has improved our ability to reduce trial production related costs since it automates many of the trial building functions that were manually
performed in prior releases of our software. We expect the next release of TrialMaster, V4.0, to increase the efficiency of trial building operations by 20 to 25%. V4.0 is being designed using Microsofts .Net framework. Microsoft® .NET is described by Microsoft as a set of software
technologies for connecting information, people, systems, and devices. This new generation of technology is based on Web servicessmall building-block applications that can connect to each other as well as to other, larger applications over the
Internet.



Salaries and related expenses are our biggest expense at 69.9% of
total Operating Expenses for 2005. Salaries and related expenses totaled $1,376,384 in 2005 compared to $1,343,308 in 2004, an increase of 2.5%. We currently employ approximately 16 employees out of our Davie, Florida corporate office and have four
out-of-state employees. We expect to increase headcount by about 25% within our production function in concert with anticipated increases in TrialMaster clients during fiscal 2005. We will look to selectively add experienced sales and marketing
personnel in 2005 in an effort to increase our market penetration and to continue broadening our client base.



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Rent and related expenses decreased by $397 during the nine months ended September 30, 2005 compared to the same
period in 2004. Our corporate office lease was extended through February 2006. In December 2001, we established a disaster recovery site at an IBM owned Co-Location facility in Atlanta, Georgia and will continue utilizing this facility for the
foreseeable future since it is designed to ensure 100% production system up-time and to provide system redundancy.



The Companys corporate office lease expires in February 2006. The Company is currently seeking office space within the same geographic area and believes it will
find suitable office accommodation at terms favorable to the Company.



Legal
and professional fees totaled $129,632 in 2005 compared with $142,726 in fiscal 2004. A decrease of approximately $13,094. We expect legal and professional fees to increase during the second half of 2005 in connection with our project aimed at
ensuring timely compliance with Section 404 of the Sarbanes-Oxley Act of 2002.



Selling, general and administrative expenses (SGA) were $177,927 during 2005 compared to $89,648 in 2004, an increase of 98.5%. 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 expect SGA
expenses to continue increasing as we intensify and extend our selling and marketing efforts.



Interest expense was $298,511, including $104,000 in interest expense related to the beneficial conversion offered to certain holders of our 10% Convertible Notes that were converted in 2005, for the first nine months
of 2005 versus $149,762 in fiscal 2004, an increase of $148,749 or 99.3%. We evaluate the cost of capital available to us in combination with our overall capital structure in deciding what financing best fulfills our short and long-term capital
needs. During the first nine months of fiscal 2005 we issued $343,300 in promissory notes. During fiscal 2004, we issued $864,099 in promissory notes.



There were arrearages of $153,600 in 5% Series A Preferred Stock dividends, $42,334 in Series B Preferred Stock dividends and $201,735 in Series C Preferred Stock
dividends at September 30, 2005, compared with arrearages of $154,162 in 5% Series A Preferred Stock dividends, $77,334 in Series B Preferred Stock dividends and $202,474 in Series C Preferred Stock dividends at September 30, 2004. We
deducted $397,669 and $433,970 from Net Income (Loss) Attributable to Common Stockholders for the nine-month periods ended September 30, 2005 and September 30 2004, respectively, relating to undeclared Series A, B and C Convertible
Preferred Stock dividends.



The Three Months Ended September 30,
2005 Compared With the Three Months Ended September 30, 2004



Results of Operations



Revenues for the quarter ended
September 30, 2005 were $498,615 compared to $245,788 for the same period in 2004, an increase of 102.9%. The revenue increase can be attributed to a 56% increase in projects under management combined with an approximate increase in project
size of 77%. We have found EDC users receptive to our products and believe our mix of technology and customer oriented design approach allow us to compete favorably. The combination of a flexible design architecture, robust features and competitive
pricing of TrialMaster provide an attractive alternative to potential clients when compared to the products offered by our competitors. TrialMaster is currently sold primarily as an application service provider (ASP) that provides EDC
and other services such as an enterprise management suite which assists its clients in the pharmaceutical, biotechnology and medical device industries in accelerating the completion of clinical trials. As we continue developing TrialMaster and our
client relationships mature we expect some of our clients to deploy TrialMaster on a licensed basis. TrialMaster contracts provide for pricing that is based on both the size and duration of the clinical trial. Size parameters include the number of
case report forms used to collect data and the number of sites utilizing TrialMaster. The client will pay a trial setup fee based on the previously mentioned factors, and then pay an on-going maintenance fee for the duration of the clinical trial
that provides software, network and site support during



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the trial. Generally, these contracts will range in duration from one month to several years. Setup fees are generally earned prior to the inception of a
trial, however, the revenues will be recognized in accordance with SEC Staff Accounting Bulletin No. 104 Revenue Recognition which requires that the revenues be recognized ratably over the life of the contract. The maintenance fee
revenues are earned and recognized monthly. Costs associated with contract revenues are recognized as incurred.



Our top five customers accounted for approximately 60% of our revenues during the period ended September 20, 2005 and approximately 55% of our revenues during the
period ended September 30, 2004. Three customers accounted individually for 10% or more of our revenues during 2005. The loss of any of these contracts or these customers in the future could adversely affect our results of operations.



Cost of goods sold increased to $94,232 in 2005 compared to $62,117 in 2004.
Cost of goods sold were approximately 18.9% of sales in 2005 compared to 25.3% in fiscal 2004. Cost of goods sold relates primarily to salaries and related benefits associated with the programmers, developers and systems analysts producing clinical
trials on behalf of our clients. Salaries have increased, on an absolute basis, during 2005 due to the addition of one additional programmer as part of our trial operations. We used the services of a third party vendor on a European clinical trial
conducted during 2004.



We expect to increase development programming labor
costs on an absolute basis as our trial revenues increase. We expect our cost of goods sold to remain in the 20% range during 2005 as we continue to increase follow-on engagements from existing clients and continue to increase the phase I and CRO
portions of our client base. TrialMaster V3.0, the latest release of our trial-building software has improved our ability to reduce trial production related costs since it automates many of the trial building functions that were manually performed
in prior releases of our software. We expect the next release of TrialMaster, V4.0, to increase the efficiency of trial building operations by 20 to 25%. V4.0 is being designed using Microsofts .Net framework. Microsoft® .NET is described by Microsoft as a set of software
technologies for connecting information, people, systems, and devices. This new generation of technology is based on Web servicessmall building-block applications that can connect to each other as well as to other, larger applications over the
Internet.



Salaries and related expenses are our biggest expense at 66.6% of
total Operating Expenses for 2005. Salaries and related expenses totaled $445,736 in 2005 compared to $428,700 in 2004, an increase of 4.0%. We currently employ approximately 16 employees out of our Davie, Florida corporate office and have four
out-of-state employees. We expect to increase headcount by about 25% within our production function in concert with anticipated increases in TrialMaster clients during fiscal 2005. We will look to selectively add experienced sales and marketing
personnel in 2005-2006 in an effort to increase our market penetration and to continue broadening our client base.



Rent and related expenses increased by $565 during the three months ended September 30, 2005 compared to the same period in 2004. Our corporate office lease was
extended through February 2006. In December 2001, we established a disaster recovery site at an IBM owned Co-Location facility in Atlanta, Georgia and will continue utilizing this facility for the foreseeable future since it is designed to ensure
100% system up-time and to provide system redundancy.



The Companys
corporate office lease expires in February 2006. The Company is currently seeking office space within the same geographic area and believes it will find suitable office accommodation at terms favorable to the Company.



Legal and professional fees totaled $42,461 in 2005 compared with $46,894 in fiscal 2004. A
decrease of approximately $4,431. We expect legal and professional fees to increase during the second half of 2005 in connection with our project aimed at ensuring timely compliance with Section 404 of the Sarbanes-Oxley Act of 2002.



Selling, general and administrative expenses (SGA) were $85,226
during 2005 compared to $17,068 in 2004. 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 expect SGA



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expenses to continue increasing as we intensify and extend our selling and marketing efforts, including attendance at an increased number of industry trade
shows and conferences.



Interest expense was $70,854 for the quarter ended
September 30, 2005 versus $60,796 in the same fiscal period in 2004, an increase of $10,058 or 16.5%. We evaluate the cost of capital available to us in combination with our overall capital structure in deciding what financing best fulfills our
short and long-term capital needs. During the three months ended September 30, 2005 we issued $1,300 in promissory notes. During the same period in 2004, we issued $50,000 in promissory notes. The increase in interest expense can primarily be
attributed to the interest expense associated with the long-term debt raised during the first half of fiscal 2005.



There were arrearages of $51,763 in 5% Series A Preferred Stock dividends, $13,107 in Series B Preferred Stock dividends and $67,984 in Series C Preferred Stock dividends
at September 30, 2005, compared with arrearages of $51,762 in 5% Series A Preferred Stock dividends, $24,123 in Series B Preferred Stock dividends and $67,984 in Series C Preferred Stock dividends at September 30, 2004. We deducted
$132,854 and $143,869 from Net Income (Loss) Attributable to Common Stockholders for the three month periods ended September 30, 2005 and September 30 2004, respectively, relating to undeclared Series A, B and C Convertible Preferred
Stock dividends.



Liquidity and Capital Resources



We have historically experienced negative cash flows and have relied on the proceeds from
the sale of debt and equity securities to fund our operations. In addition, we have utilized stock-based compensation as a means of paying for consulting and salary related expenses.



Cash and cash equivalents decreased by $33,015 from $65,695 to $32,680 at September 30, 2005. This was the result of cash provided by
financing activities of $463,800 offset by cash used in operating activities of approximately $473,936 and $22,879 used in investing activities. The significant components of the activity include a loss from operations of approximately $1,267,321
offset by non-cash expenses of $127,282 and approximately $463,800 we raised through the issuance of debt and equity securities offset by $22,879 used in investing activities and increases in cash of $666,103 from changes in working capital
accounts.



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



Contractual Obligations



The following table sets forth our contractual obligations as of September 30, 2005:



|                             |  |                        |           |                 |   |         |           |  |          |           |                   |   |     |  |   |    
|---------------------------- |  | ---------------------- | --------- | --------------- | - | ------- | --------- |  | -------- | --------- | ----------------- | - | --- |  | - | ---
|                             |  | Payments Due by Period
|Contractual Obligations      |  | Total                  |           | Less than1 year |   |         | 1-3 Years |  | 3-5Years |           | More than 5 Years
|Long Term Debt (1)           |  | $                      | 2,864,230 |                 | $ | 125,000 | (2)       |  |          | 2,739,230 |                   | $ | -0- |  | $ | -0-
|Operating Lease Obligations  |  |                        | 164,185   |                 |   | 95,675  |           |  |          | 63,240    |                   |   | -0- |  |   | -0-
|Financial Advisory Agreement |  |                        | 22,500    |                 |   | 22,500  |           |  |          | -0-       |                   |   | -0- |  |   | -0-
|                             |  |                        |           |                 |   |         |           |  |          |           |                   |   |     |  |   |    
|Total                        |  | $                      | 3,050,915 |                 | $ | 243,175 |           |  | $        | 2,807,740 |                   | $ | -0- |  | $ | -0-
|                             |  |                        |           |                 |   |         |           |  |          |           |                   |   |     |  |   |    

---

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

|2. | Comprised of $125,000 of convertible notes that are convertible into shares of common stock at the option of the debenture holder at a conversion rate of $1.25 per share.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



We are currently in arrears on principal and interest payments owed totaling $184,373 on our 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. We were in default effective January 30, 2002.



During the period ended September 30, 2005 we had a liability of $179,870 for amounts owed in connection with federal payroll taxes. On October 12, 2005 we
satisfied this liability in full.



We have been operating with a cash burn rate
since beginning our EDC operations. In order to manage cash flows, we have issued preferred stock, common stock and debt to satisfy operating expenses and obligations. From April 2004 through November 2004 we sold an aggregate of 3,000,000 shares of
our common stock for gross proceeds of $750,000. We accrued $67,500 in transaction fees leaving net proceeds to us of $682,500. From April 2005 through July 2005, we sold an aggregate of 850,000 shares of our common stock resulting in gross proceeds
of $212,500. We accrued $20,000 in transaction fees leaving net proceeds to us of $192,500.



Our selling efforts include marketing our products to several Fortune 500 pharmaceutical and medical device manufacturers and several of the largest CROs. We began providing services to some of these entities
during 2003 and we have experienced continued success in broadening our client roster over the past two fiscal years. Continued success in broadening our existing client relationships and forging new relationships should provide us the opportunity
to limit our need for funding our operations via debt and equity capital. Continuing to obtain contracts with clients of this size and reputation will also increase the credibility of the company to the clinical trial market.



We experienced increased success in marketing TrialMaster during the first nine months of
fiscal 2005. We entered into approximately $3.5 million in contracts for trials to be serviced over the next five years. These contracts included nine engagements with new clients. Our focus continues to include increasing our penetration of all
phases of the clinical trial market with a continued emphasis on becoming the market leader in Phase I EDC services. We believe this market is an operating and strategic strength of the Company due to the inherent flexibility that our Phase I
TrialMaster product provides us. We believe we have the ability to produce trials more quickly and economically than our competitors for this specialized and large market. Additionally, we continue to focus on adding CROs as strategic and
marketing partners. There is an industry-wide emphasis in establishing strategic relationships with CROs. These relationships provide marketing leverage in the form of joint marketing efforts and also provide an installed base of trained
TrialMaster users. This installed base of users increases our ability to provide rapidly developed, cost effective solutions for our clients.



We feel that the momentum established from new client acquisitions and our ability to retain clients for repeat engagements provide a good operating base from which to
build during 2005 and 2006. We expect to continue increasing the level of resources deployed in our sales and marketing efforts. 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. 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.



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



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



Our ability to continue in existence is dependent on our having sufficient financial resources to bring products and services to market. As a result of our significant
losses, negative cash flows from operations, and accumulated deficits for the periods ending September 30, 2005, there is doubt about our ability to continue as a going concern. In addition, our auditors Greenberg and Company, LLC, included
language which qualified their opinion regarding our ability to continue as a going concern in their report dated February 11, 2005.



CRITICAL ACCOUNTING POLICIES



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



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



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



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



DEFERRED REVENUE



Deferred revenue represents cash advances received in excess of revenue earned on on-going
contracts. Payment terms vary with each contract but may include an initial payment at the time the contract is executed, with future payments dependent upon the completion of certain contract phases or targeted milestones. In the event of contract
cancellation, we are entitled to payment for all work performed through the point of cancellation.



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REVENUE RECOGNITION POLICY



OmniComms revenue model is transaction-based and can be implemented either as an ASP or licensed for implementation by a customer such
as a pharmaceutical company. Revenues are derived from the set-up of clinical trial engagements; on-going maintenance fees incurred throughout the duration of an engagement; fees for report writing and change orders. The clinical trials that are
conducted using TrialMaster can last from 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 record revenues over the estimated lives of the 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 No. 25, Accounting for Stock Issued
to Employees (APB 25). In October 1995, the Financial Accounting Standards Board (FASB) issued Statement No.123, Accounting for Stock-Based Compensation (SFAS No. 123), which defines a fair value based method of
accounting for stock options. All stock based compensation issued to individuals, other than employees and directors such compensation which is accounted for in accordance with APB Opinion No. 25, are accounted for in accordance with SFAS
No. 123, as amended by SFAS No.148.



EFFECT OF RECENTLY ISSUED
ACCOUNTING PRONOUNCEMENTS



In March 2005, the FASB issued Financial
Interpretation 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset
Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an
entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 also clarifies when an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We do not expect the adoption of this statement will have a material impact on our
results of operations or financial position.



In June 2005, the FASB issued
Statement 154, Accounting Changes and Error Corrections, (FAS 154), which replaces APB Opinion 20 and FASB Statement 3. FAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. APB
Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including the cumulative effect of the new accounting principle in net income of the period of the change. Statement 154 now requires retrospective
application of changes in accounting principle to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. FAS 154 is effective for fiscal years beginning
after December 15, 2005. We do not expect the adoption of this statement will have a material impact on our results of operations or financial position.



ITEM 3. CONTROLS AND PROCEDURES



Based on
their evaluation as of the end of the period covered by this Quarterly Report on Form 10-QSB, being September 30, 2005, the Companys principal executive officer and principal financial officer have concluded that the Companys
disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



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



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



PART II OTHER INFORMATION



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



From July 2005 through September 2005, we sold an aggregate of 50,000 shares of our common stock to accredited investors resulting in gross proceeds of $12,500 in a private transaction exempt from registration under
the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of the Securities Act and the rules and regulations, including Regulation S thereunder, as transactions by an issuer not involving a public offering to non-US
Persons. None of these investors were our affiliates.



From June, 2005 to
August, 2005, we issued options pursuant to our 1998 Stock Incentive Plan to purchase 625,000 shares of our common stock valued at $0.25 per share to 8 employees and directors as incentive compensation for services to us. The recipients were
sophisticated investors who had such knowledge and experience in financial, investment and business matters that they were capable of evaluating the merits and risks of the prospective investment in our securities. The recipients had access to
business and financial information concerning our company. The issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Rule 506 of that act.



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ITEM 6. EXHIBITS



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



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                               
|            | 
|10.17       |  | Promissory Note between the Company and Ronald T. Linares, dated September 30, 2005                                                                                       
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                        



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SIGNATURES



In accordance with
Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



OmniComm Systems, Inc.

Registrant



|      |  |                                                                                     
|----- |  | ------------------------------------------------------------------------------------
|By:   |  | /s/ Cornelis F. Wit                                                                 
|      |  | Cornelis F. Wit, Director, Chief Executive Officer and President                    
|      | 
|Date: |  | November 21, 2005                                                                   
|      | 
|By:   |  | /s/ Ronald T. Linares                                                               
|      |  | Ronald T. Linares, Vice President of Finance, Chief Financial and Accounting Officer
|      | 
|Date: |  | November 21, 2005                                                                   



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