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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB/A







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

For the fiscal year ended December 31, 2007



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

Commission File No. 0-25203





OmniComm Systems, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-3349762                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2101 West Commercial Blvd, Suite 4000

Ft. Lauderdale, FL 33309

(Address of
principal executive offices)

(954)473-1254

(Registrants telephone number, including area code)





Securities registered
pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
per share





Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   ̈

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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.    x  Yes     ̈  No

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained herein, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.  x

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

State issuers revenues for its most recent fiscal year: $3,723,841 for the 12 months ended December 31, 2007.

State the aggregate market value of the voting stock held by non-affiliates of the registrant.



|               |  |                                         |  |                       
|-------------- |  | --------------------------------------- |  | ----------------------
|Date           |  | Non-Affiliate Voting Shares Outstanding |  | Aggregate Market Value
|March 19, 2008 |  | 61,481,490                              |  | $35,659,264           

Our common stock trades on the Over-the-Counter Bulletin Board (OTCBB). Shares of voting stock held by each
officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purpose. The registrant has no shares of non-voting stock authorized or outstanding.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.



|               |  |                                          |  |                   
|-------------- |  | ---------------------------------------- |  | ------------------
|Date           |  | Class                                    |  | Outstanding Shares
|March 19, 2008 |  | Common Stock, $0.001 par value per share |  | 59,295,006        









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Table of Contents



|            |  |                         |  |     
|----------- |  | ----------------------- |  | ----
|            |  |                         |  | Page
|            |  | Part III                |  |     
|            |  |                        
|Item 8A(T). |  | Controls and Procedures |  | 3   
|            |  |                        
|Item 13     |  | Exhibits                |  | 4   
|            | 
|Signatures  |  | 5                      



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Explanatory Note

This Amendment No. 1 on Form 10-KSB/A (this Amendment) amends our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, that was filed with the Securities and Exchange
Commission (SEC) on March 31, 2008 (the Original Filing), as amended on May 15, 2008 (First Amendment). We are filing this Amendment to revise language appearing under Item 8A(T) to correct the
rule reference and to file complete certifications pursuant to Item 601(b)(31) and furnish complete certifications pursuant to Item 601(b)(32) each under Item 13.

Except as set forth in Item 8A(T) and Item 13, no other changes are made to the Original Filing or First Amendment. Unless expressly
stated, this Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing or the First Amendment. Throughout this report,
references to the Company, we, our, or us refer to OmniComm Systems, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.



|ITEM 8A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-KSB, being December 31, 2007, the
Companys principal executive officer and principal financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
Exchange Act) are effective such that the information relating to OmniComm, including our consolidating subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act (1) is
recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Managements Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule
13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of OmniComms internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on the assessment using those criteria, management concluded that the internal control over financial reporting was effective as of December 31, 2007.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in Internal Controls over Financial Reporting

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

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



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|ITEM 13. | EXHIBITS
|-------- | --------

Exhibits

The following exhibits are filed with this Annual Report on Form 10-KSB/A:

EXHIBIT INDEX



|     |  |                                                                   
|---- |  | ------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer**           
|     | 
|32.2 |  | Section 1350 Certification of Chief Executive Officer**           



|* | Filed herewith
|- | --------------

|** | Furnished herewith
|-- | ------------------



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SIGNATURES

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



OMNICOMM SYSTEMS, INC.By:

/s/ Cornelis F. WitCornelis F Wit, Chief Executive OfficerBy:

/s/ Ronald T. LinaresRonald T. Linares, Chief Accounting and Financial Officer


In accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.



|                      |  |                                    |  |              
|--------------------- |  | ---------------------------------- |  | -------------
|Signature             |  | Title                              |  | Date         
|                      |  |                                   
|/s/ Cornelis F. Wit   |  | Chief (Principal) Executive        |  | June 16, 2008
|Cornelis F. Wit       |  | Officer, President and Director    |  |              
|                      |  |                                   
|/s/ Randall G. Smith  |  | Chairman, Chief Technology Officer |  | June 16, 2008
|Randall G. Smith      |  |                                    |  |              
|                      |  |                                   
|/s/ Ronald T. Linares |  | Chief (Principal) Accounting       |  | June 16, 2008
|Ronald T. Linares     |  | and Financial Officer              |  |              
|                      |  |                                   
|/s/ Guus van Kesteren |  | Director                           |  | June 16, 2008
|Guus van Kesteren     |  |                                    |  |              
|                      |  |                                   
|/s/ Matthew D. Veatch |  | Director                           |  | June 16, 2008
|Matthew D. Veatch     |  |                                    |  |              
|                      |  |                                   
|/s/ Fernando Montero  |  | Director                           |  | June 16, 2008
|Fernando Montero      |  |                                    |  |              



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EXHIBIT INDEX



|     |  |                                                                  
|---- |  | -----------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer            
|     | 
|32.2 |  | Section 1350 Certification of Chief Executive Officer            



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