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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A-1



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

For the fiscal year ended December 31, 2010



| ̈ | 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
3500

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

(Title of class)





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.    Yes   ̈    No  x

Indicate by check mark 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    x  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer   ̈ |  | Non-accelerated filer   ̈ |  | Smaller reporting company  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 the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.



|              |  |                                         |  |                       
|------------- |  | --------------------------------------- |  | ----------------------
|Date          |  | Non-Affiliate Voting Shares Outstanding |  | Aggregate Market Value
|June 30, 2010 |  | 59,834,663                              |  | $7,180,160            

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
|April 26, 2011 |  | Common Stock, $ | 0.001 par value per share |  |                    | 86,081,495









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OMNICOMM SYSTEMS, INC.

ANNUAL REPORT ON

FORM 10-K/A-1

FOR THE YEAR ENDED DECEMBER 31, 2010

Table of Contents



|           |  |                                                                                                |    |      |    | 
|---------- |  | ---------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|           |  |                                                                                                |    | Page |   
|           |  | Part III                                                                                       |    |      |    | 
|           |  |                                                                                               
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                         |    |      | 1  | 
|           |  |                                                                                               
|Item 11.   |  | Executive Compensation                                                                         |    |      | 8  | 
|           |  |                                                                                               
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |    |      | 20 | 
|           |  |                                                                                               
|Item 13.   |  | Certain Relationships and Related Transactions; and Director Independence                      |    |      | 23 | 
|           |  |                                                                                               
|Item 14.   |  | Principal Accounting Fees and Services                                                         |    |      | 26 | 
|           |  |                                                                                               
|           |  | Part IV                                                                                        |    |      |    | 
|           |  |                                                                                               
|Item 15.   |  | Exhibits, Financial Statement Schedules                                                        |    |      | 28 | 
|           | 
|Signatures |  |                                                                                                | 31 |     



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 that was filed with the Securities and Exchange
Commission (SEC) on March 31, 2011 (the Original Filing). We are filing this Amendment solely for the purpose of including information required by Part III of Form 10-K that the Company had planned to incorporate by
reference from its definitive proxy statement relating to the Companys 2011 Annual Meeting of Shareholders. This information is being included in this Amendment because the Companys definitive proxy statement will not be filed within
120 days of the end of our fiscal year ended December 31, 2010, or April 30, 2011. The listing of the definitive proxy statement on the cover page of the Original Filing as a document incorporated by reference has been deleted.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing
has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.1 and 31.2. Because no financial statements are contained
in this Amendment, we are not including certifications pursuant to 18 U.S.C. 1350.

Except as set forth in Part III below, no other
changes are made to the Original Filing other than updating the cover page of the Original Filing. 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. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

MANAGEMENT

The following individuals are our executive officers and members of our Board
of Directors. Each Director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his or her successor is elected and qualified. Our by-laws permit the Board of Directors to fill
any vacancy and such Director may serve until the next annual meeting of stockholders or until his or her successor is elected and qualified. The Board of Directors elects officers annually and their terms of office are at the discretion of the
Board.



|                   |  |     |    |  |          |                                                     
|------------------ |  | --- | -- |  | -------- | ----------------------------------------------------
|Person             |  | Age |    |  | Position
|Cornelis F. Wit    |  |     | 64 |  |          | Chief Executive Officer, President and Director     
|Randall G. Smith   |  |     | 53 |  |          | Chairman and Chief Technology Officer               
|Stephen E. Johnson |  |     | 46 |  |          | President                                           
|Ronald T. Linares  |  |     | 48 |  |          | Executive Vice President and Chief Financial Officer
|Guus van Kesteren  |  |     | 70 |  |          | Director                                            
|Matthew D. Veatch  |  |     | 40 |  |          | Director                                            
|Fernando Montero   |  |     | 64 |  |          | Director                                            

Cornelis F. Wit. Mr. Wit has been a
member of our Board of Directors since November 1999, and CEO and President since June of 2002. Mr. Wit was our interim CEO from June to July 2000. Mr. Wit was the President of Corporate Finance at Noesis Capital Corp, Boca Raton, Florida,
an NASD member firm, from March 1995 until September 2000. Prior to 1994, Mr. Wit was the CEO for DMV, USA, the American subsidiary for Campina Melkunie, a Dutch multi-billion dollar food and pharmaceutical ingredient company. Mr. Wit
served as Vice President International Operations for Duphar, a pharmaceutical company in Holland. Mr. Wit graduated from Nyenrode, a business university in Holland.

Randall G. Smith. Mr. Smith has been an executive officer and member of our Board of Directors since 1997, serving as our President and Chief Technology Officer from May 1997 until August 2000
and thereafter as our Chief Technology Officer. From December 1995 to May 1997, Mr. Smith was Director of Operations for Global Communications Group. Mr. Smith received a B.S. from Purdue University.

Guus van Kesteren. Mr. van Kesteren has been a member of our Board of Directors since November 1999. Since 1996, Mr. van Kesteren has
been a consultant to Noesis Capital Corp., a NASD member firm. Prior thereto, he was employed



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from 1972 until 1996 by Johnson & Johnson in various capacities, holding the position of Vice President International from 1985 until 1996 with responsibility for the Australasian
subsidiaries. Mr. van Kesteren graduated from Nyenrode, a business university in Holland.

Matthew D. Veatch.Mr. Veatch has been
a member of our Board of Directors since February 2004. From 1999 to 2002 and again in 2003 to the present Mr. Veatch has been employed as a Director for Quintiles Transnational, a global leader in contract product development and
commercialization services. Currently Mr. Veatch is the co-founder and Senior Director of the Public Health and Government Services division. From 1992 to 1999 Mr. Veatch was employed at a leading academic medical center as well as CRO and
SMO organizations. During 2002 Mr. Veatch was employed as a Director for CB Technologies, an EDC provider to pharmaceutical, medical device and biotechnology companies. Mr. Veatch graduated in the life sciences from the University of Colorado
at Boulder and received his MBA in international business from California State University, Dominguez Hills (Los Angeles).

Stephen E.
Johnson. Mr. Johnson has served as our President since June 1, 2010, he served as our Chief Operating Officer from April 1, 2008 to May 31, 2010 and as our Executive Vice President, National Sales from September 2006 to April
2008. From 2000 to August 2006, Mr. Johnson served as East Coast and Central U.S. Sales Manager for Oracle Corporation, supplier of software for enterprise information management, within its Clinical Applications Division. Mr. Johnson
received his B.S in Microbiology from the University of Massachusetts.

Ronald T. Linares. Mr. Linares has served as our Chief
Financial Officer since April 2000. Prior to joining us, from 1996 until 1999, Mr. Linares was Chief Financial Officer of First Performance Corp., a financial consulting firm, and from 1992 to 1996, Mr. Linares served in various senior
financial positions within the Kenny Rogers Roasters Company including Chief Financial Officer of Foodquest, Inc. from 1994 to 1996. Mr. Linares received a B.S. from the University of Florida and a Masters in Public Accountancy from Barry
University.

Fernando Montero.Mr. Montero has been a member of our Board of Directors since July 2007. Since 2009,
Mr. Montero has been President of Mentor Capital Corporation, an investment management firm involved in listed securities and private equity in the United States and Latin America. Prior to his engagement with Mentor Capital Corporation,
Mr. Montero was President of Hanseatic Corporation in New York from 1989 to 1997. Mr. Montero was also Minister of Energy and Mines of Perú from 1982 to 1983 and Deputy Minister of Energy and Mines of Perú from 1980 to 1982.
Mr. Montero earned his MBA from the Wharton School of Business at the University of Pennsylvania.

CORPORATE GOVERNANCE, BOARD
COMMITTEES AND RELATED MATTERS

Summary of Corporate Governance Framework

We are committed to maintaining the highest standards of honest and ethical conduct in running our business efficiently, serving our stockholders interests and maintaining our integrity in the
marketplace. To further this commitment, we have adopted our Code of Business Conduct and Ethics, which applies to all our directors, officers and employees.

To assist in its governance, our Board has formed three standing committees composed entirely of independent directors: Audit, Compensation, and Governance and Nominating. A discussion of each
committees function is set forth below.

Our By-Laws, the charters of each Board committee, the independent status of a majority of our
Board of Directors, and our Code of Business Conduct and Ethics provide the framework for our corporate governance. Copies of our By-Laws, charter and amendments thereto, and Code of Business Conduct and Ethics may be found on our website at
www.omnicomm.com. Copies of these materials also are available without charge upon written request to our Corporate Secretary.

Board of
Directors Meetings

The Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our
corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer and our Chief Financial Officer and by reading the
reports and other materials that we send them and by participating in Board of Directors and committee meetings. The Board of Directors meets regularly during the year to review matters affecting OmniComm Systems and to act on matters requiring
Board approval. The Board also holds special meetings whenever circumstances require and may act by unanimous written consent.



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Board of Directors Meetings and Attendance.The Board of Directors held four meetings and took
actions 3 times by unanimous written consent during 2010. Mr. Montero and Mr. van Kesteren were not able to attend one meeting and all other members of the Board attended all meetings of the Board in 2010 and participated in each action of
the Board.

Annual Meeting Attendance. All members of the Board are required to attend the annual meetings of stockholders.
Mr. Montero and Mr. van Kesteren were not able to attend the 2010 Annual Meeting of Stockholders.

Board Leadership Structure and
Boards Role in Risk Oversight

Our Board of Directors has determined that the separation of the offices of Chairman of the Board and
Chief Executive Officer will enhance Board independence and oversight. Moreover, the separation of the Chairman of the Board and Chief Executive Officer will allow the Chief Executive Officer to better focus on his responsibilities of running the
Company, enhancing stockholder value and expanding and strengthening our business while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Consistent with this
determination, Mr. Randall G. Smith serves as Chairman of the Board of Directors. Mr. Smith is not independent under The NASDAQ Stock Market rules.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk,
operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In
its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Boards role in overseeing the
management of the Companys risks includes regularly reviewing information from members of management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. The
full Board of Directors (or the appropriate Board committee in the case of risks that are under the purview of a particular committee) meet and discuss regularly with management our major risk exposures, their potential impact on the Company, and
the steps we take to manage them. Our Chief Financial Officer attends the majority of our Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. When a Board committee is
responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. This enables
the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Director
Independence

The Board of Directors has determined that a majority of our current directors (Guus van Kesteren, Matthew D. Veatch, and
Fernando Montero) have no relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an independent director as
defined in Marketplace Rule 5605 of The NASDAQ Stock Market. In making the determination of the independence of our directors, the Board of Directors considered all known transactions in which OmniComm Systems and any director had any interest,
including any discussed under Certain Relationships and Related Transactions below.

Our independent directors may meet at any
time in their sole discretion without any other directors or representatives of management present. Each independent director has access to the members of our management team or other employees as well as full access to our books and records. We
have no policy limiting, and exerts no control over, meetings of our independent directors.

Committees of our Board of Directors

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating
Committee. From time to time, the Board of Directors may establish additional committees.



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The following chart reflects the current membership of each of our Boards committees:



|                  |  |                |  |                       |  |                                 
|----------------- |  | -------------- |  | --------------------- |  | --------------------------------
|Name              |  | AuditCommittee |  | CompensationCommittee |  | GovernanceandNominatingCommittee
|Cornelis F. Wit   |  |                |  |                       |  |                                 
|Randall G. Smith  |  |                |  |                       |  |                                 
|Guus van Kesteren |  | *              |  | **                    |  |                                 
|Matthew D. Veatch |  |                |  | *                     |  | **                              
|Fernando Montero  |  | **             |  | *                     |  |                                 



|* | Member
|- | ------

|** | Chair
|-- | -----

Audit Committee. The Company has
an audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee of the Board of Directors is responsible for the engagement of our independent public accountants, approves services
rendered by our accountants, reviews the activities and recommendations of our internal audit department, and reviews and evaluates our accounting systems, financial controls and financial personnel. The Board has previously adopted a written
charter for the Audit Committee on April 24, 2003. Our Board of Directors has determined that each member of the Audit Committee is independent, as independence for audit committee members is defined in the listing standards of The NASDAQ Stock
Market. The Audit Committee met four times and took no actions by unanimous written consent during 2010. Following the Annual Meeting, and assuming the nominated directors are elected, the Audit Committee will be composed of Mr. Montero and
Mr. van Kesteren.

Audit Committee Financial Expert.Our Board of Directors has also determined that Mr. Montero is an
audit committee financial expert within the meaning of Item 401(e) of Regulation S-B. In general, an audit committee financial expert is an individual member of the audit committee or Board of Directors who:



| |  |  | understands generally accepted accounting principles and financial statements,
| | - |  | ------------------------------------------------------------------------------



| |  |  | is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | understands internal controls over financial reporting, and
| | - |  | -----------------------------------------------------------



| |  |  | understands audit committee functions.
| | - |  | --------------------------------------

2010 Audit Committee Report

The Audit Committee of the Board of Directors serves as the
representative of the Board for general oversight of OmniComm Systems financial accounting and reporting, systems of internal control, audit process, and monitoring compliance with laws and regulations and standards of business conduct. The
Board has adopted a charter for the Audit Committee. Management of OmniComm Systems has responsibility for preparing financial statements of OmniComm Systems as well as OmniComm Systems financial reporting process. Webb & Company,
acting as our independent registered public accounting firm, are responsible for expressing an opinion on the conformity of OmniComm Systems audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee hereby reports on the fiscal year ended December 31, 2010 as follows:



| | 1. | The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 2010 with OmniComm Systems management.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards
No. 61, Communication with Audit Committees.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 3. | The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has discussed the matter of independence with our independent registered public accounting firm.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Based on the review and discussion referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board of Directors of OmniComm Systems, and the
Board has approved, that the audited financial statements be included in OmniComm Systems Annual Report on Form 10-K for the year ended December 31, 2010, for filing with the Securities and Exchange Commission (SEC).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: March 29, 2011

The Audit Committee of the Board of Directors

/s/Fernando Montero  Chairman

/s/Guus van Kesteren

Compensation Committee. The Compensation Committee establishes and administers our executive compensation practices and policies, reviews the
individual elements of total compensation for elected officers and recommends salary adjustments to the Board of Directors. In addition, the Committee determines the number of performance shares and other equity incentives awarded to elected
officers and the terms and conditions on which they are granted, amends compensation plans within the scope of the Committees authority and recommends compensation plans and compensation plan amendments to the Board, sets company policy for
employee benefit programs and plans and oversees administration of employee retirement plans and various other benefit plans as we may establish from time to time. The Committee met one time and took no actions during fiscal 2009. Please see
Compensation, Discussion and Analysis for additional compensation related disclosures. Following the Annual Meeting, and assuming the nominated directors are elected, the Compensation Committee will be composed of Mr. van Kesteren,
Mr. Montero and Mr. Veatch.

Compensation Risk Assessment

We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assist in mitigating excessive risk-taking that could harm
our value or reward poor judgment by our executives. We also believe we have allocated our compensation among base salary and short- and long-term compensation target opportunities in such a way that it does not encourage excessive risk-taking.
Additionally, as a provider of integrated software products and related services, we do not face the same level of risks associated with compensation of employees at businesses such as financial services companies. Although our Compensation
Committee focuses primarily on the compensation of named executive officers because risk-related decisions depend predominantly on their judgment, the Compensation Committee believes that the features of our programs reflect sound risk management
practices, and risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on the Company.

Governance and Nominating Committee:The Governance and Nominating Committee reviews and makes recommendations to the Board of Directors with respect to:



| |  |  | the responsibilities and functions of the Board and Board committees and with respect to Board compensation,
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the composition and governance of the Board, including recommending candidates to fill vacancies on, or to be elected or re-elected to, the Board,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | candidates for election as Chief Executive Officer and other corporate officers,
| | - |  | --------------------------------------------------------------------------------



| |  |  | monitoring the performance of the Chief Executive Officer and our compensation plans for senior management succession, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and recommending the policies and procedures necessary for the effective management of our company.
| | - |  | -------------------------------------------------------------------------------------------------------------

The Committee uses various methods to identify director nominees. The Committee assesses the appropriate size and composition of the Board and the
particular needs of the Board based on whether any vacancies are expected due to



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retirement or otherwise. Candidates may come to the attention of the Committee through current board members, stockholders, or other sources. All candidates are evaluated based on a review of the
individuals qualifications, skills, independence, and expertise.

Our Governance and Nominating Committee, operates under a written
charter which was adopted during calendar 2003. The charter is available for review on our website, www.omnicomm.com.

Our Board of Directors
has determined that each member of the Governance and Nominating Committee is independent, as independence is defined in the listing standards of The NASDAQ Stock Market. The Governance and Nominating Committee met one time and took no actions by
unanimous written consent during fiscal 2010. The Committee does consider nominees selected by our stockholders. Following the Annual Meeting, and assuming the nominated directors are elected, the Governance and Nominating Committee will be composed
of Mr. Veatch.

Identifying and Evaluating Director Nominees

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions, taking into account such factors as it deems appropriate, including, among others,
the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board, the balance of management and independent Directors and the need for financial or other specialized
expertise. Further, when identifying nominees to serve as director, the Governance and Nominating Committee seeks to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting
and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. Applying these criteria, the Committee considers candidates for Board membership suggested by its
members and other Board members, as well as management and stockholders. The committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board of Directors and members of senior
management. Once the Committee has identified a prospective nomineewhether the prospective nominee is recommended by a stockholder or otherwiseit makes an initial determination as to whether to conduct a full evaluation, taking into
account the information provided to the Committee with the recommendation of the candidate as well as the Committees own knowledge, supplemented as appropriate by inquiries to third parties. The preliminary determination is based primarily on
the need for additional Board members and the likelihood that the prospective nominee can satisfy the criteria that the Committee has established. If the Committee determines, in consultation with the Chairman of the Board and other Directors as
appropriate, that additional consideration is warranted, it will gather additional information about the prospective nominees background and experience. The Committee then evaluates the prospective nominee against the specific criteria that it
has established for the position. If the Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the Committee, as well as other members of the Board as appropriate, interview the nominee. After
completing this evaluation and interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new Director after considering the Committees report.

Currently, the Governance and Nominating Committee of the Board does not have a policy regarding diversity in identifying director nominees.

Consideration of director candidates recommended by our stockholders

The Governance and Nominating Committee will consider director candidates submitted by stockholders addressed to: OmniComm Systems, Inc. Board of Directors, 2101 W. Commercial Blvd. Suite 3500, Ft.
Lauderdale, FL 33309, Attention: Corporate Secretary. Such recommendations should be accompanied by (i) evidence of the stockholders stock ownership over the last year, (ii) a statement that the stockholder is not a competitor of
OmniComm Systems, (iii) a resume and contact information for the director candidate, as well as a description of the candidates qualifications and (iv) a statement whether the candidate has expressed interest in serving as a
director. The Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders as it does for candidates proposed by other parties. The Committee will consider such candidacy and will advise the
recommending stockholder of its final decision. A stockholder who wishes to nominate a person for Director must provide the nomination in writing to the Secretary at the Companys principal offices pursuant to the notice provisions in the
By-laws. Such notice must be received not less than 60 nor more than 90 days prior to the Annual Meeting or, if less than 70 days notice of the date of such meeting has been given, then within 10 business days following the first public
disclosure of the meeting date or the mailing of the Companys notice. Any such notice must contain information regarding the nominee and the proponent. Details concerning the nature of such information are available without charge from us.



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Policy Governing Director Attendance at Annual Meetings of Stockholders

Our policy is to schedule a regular meeting of the Board of Directors on the same date as OmniComm Systems annual meeting of stockholders and,
accordingly, Board members are encouraged to be present at our stockholder meetings. All of our Board members, except for Mr. Montero, attended our annual meeting of stockholders held on July 25, 2009.

Contacting the Board of Directors

Stockholders and other parties interested in communicating directly with the Board of Directors or with the non-management Directors as a group may do so
by writing to Chairman of the Board, OmniComm Systems, Inc., 2101 West Commercial Blvd., Suite 3500, Ft. Lauderdale, Florida 33309. Under a process approved by the Governance and Nominating Committee of the Board for handling letters received by the
Company and addressed to non-management members of the Board, the Corporate Secretary of the Company reviews all such correspondence and forwards to the Board a summary and/or copies of any such correspondence that, in the opinion of the Corporate
Secretary, deals with the functions of the Board or Committees thereof or that he or she otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members
of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Companys internal audit department and handled in accordance
with procedures established by the Audit Committee with respect to such matters, as described below.

Accounting Matters

The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls
or auditing matters (Accounting Matters). Employees with concerns regarding Accounting Matters may report their concerns directly to the Audit Committee via the confidential reporting system maintained by OmniComm Systems. Non-employee
complaints regarding Accounting Matters may be reported by writing to the Audit Committee c/o Corporate Secretary, at our headquarters at 2101 West Commercial Blvd., Suite 3500, Ft. Lauderdale, Florida 33309.

Code of Ethics

Effective March 1,
2003, our Board of Directors adopted a Code of Business Conduct and Ethics that applies to, all of our employees and members of our Board of Directors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:



| |  |  | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public
communications made by us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | compliance with applicable governmental laws, rules and regulations;
| | - |  | --------------------------------------------------------------------



| |  |  | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of
Business Conduct and Ethics; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | accountability for adherence to the Code of Business Conduct and Ethics.
| | - |  | ------------------------------------------------------------------------

Our Code of Business Conduct and Ethics requires, among other things, that all of our companys personnel shall be accorded full access to our President with respect to any matter that may arise
relating to the Code of Business Conduct and Ethics. Further, all of our companys personnel are to be accorded full access to our companys Board of Directors if any such matter involves an alleged breach of the Code of Business Conduct
and Ethics by our President.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers
and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our companys President. If the incident involves
an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our Board of Directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our companys Code of Business Conduct and Ethics by another.



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Our Code of Business Conduct and Ethics is available on the SEC website located at: www.sec.gov filed as
Exhibit D to our Proxy Statement dated June 4, 2003. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: OmniComm Systems, Inc., 2101 West Commercial Blvd.,
Suite 3500, Ft. Lauderdale, Florida, 33309.

Policy Regarding Related Party Transactions

Our Boards policy requires that transactions with related parties must be entered into in good faith on fair and reasonable terms that are no less
favorable to us than those that would be available in a comparable transaction in arms-length dealings with an unrelated third party. Based on our experience, we believe that each of the transactions with related parties complied with our
Boards policy at the time the transaction was effected. Our Board, by a vote of the disinterested directors, must approve all related party transactions. See Certain Relationships and Related Transactions for a description of such
transactions.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the Exchange Act) requires the Companys Directors and executive officers and persons who own more than ten percent
of a class of the Companys equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of equity securities of the Company. Officers, Directors and greater than ten percent stockholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4
and amendments thereto furnished to us under Rule 16a-3 (d) of the Exchange Act during the fiscal year ended December 31, 2010 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2010, we are
not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31,
2010.

For more corporate governance information, you are invited to access the Corporate Governance section of our website, which is
available under the Investors tab at http://www.omnicommsystems.com.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Deductibility
of Executive Compensation

The Compensation Committee has reviewed the qualifying compensation regulations issued by the Internal Revenue
Service under Section 162(m) of the Code, which provide that no deduction is allowed for applicable employee remuneration paid by a publicly held corporation to the chief executive officer or any of the other four highest paid officers of the
corporation to the extent that the remuneration paid to the employee exceeds $1.0 million for the applicable taxable year, unless certain conditions are met. Compensation pursuant to certain stock option plans and other performance-based
compensation may be excluded from the $1.0 million limit. During 2010, the Company believes that compensation to covered employees did not exceed the $1.0 million limit. While in general the Compensation Committee attempts to design its
compensatory arrangements to preserve the deductibility of executive compensation, in certain situations, the Compensation Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total
compensation for its executive officers.

It is the Companys position that stock options awarded under certain of its stock option
plans, including the Plan will not count toward the Section 162(m) limit.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was during the last completed fiscal year an officer or employee of OmniComm Systems or
any of its subsidiaries or formerly an officer of OmniComm Systems or any of its subsidiaries. None of such Directors had any business or financial relationships with OmniComm Systems requiring disclosure in this Proxy Statement.



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EXECUTIVE COMPENSATION

SUMMARY ANNUAL COMPENSATION TABLE

The following table sets forth information relating to
all compensation awarded to, earned by or paid by us during the fiscal years ended December 31, 2010 and December 31, 2009 to: (a) our chief (principal) executive officer; (b) each of our executive officers who was awarded,
earned or we paid more than $100,000; and (c) up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at
December 31, 2010. The value attributable to any option awards is computed in accordance with ASC Topic 718- Compensation  Stock Compensation. The assumptions made in the valuations of the option awards are included in Note 17 of
the Notes to our Consolidated Financial Statements for the year ended December 31, 2010 appearing in our Annual Report.



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|                                          |  |         |      |  |              |  |         |             |  |  |                   |  |  |                        |   |  |                                           |  |        |                                                |  |  |                            |  |  |             |   |  |  |  |   |  |  |  |         | 
|----------------------------------------- |  | ------- | ---- |  | ------------ |  | ------- | ----------- |  |  | ----------------- |  |  | ---------------------- | - |  | ----------------------------------------- |  | ------ | ---------------------------------------------- |  |  | -------------------------- |  |  | ----------- | - |  |  |  | - |  |  |  | ------- | 
|SUMMARY COMPENSATION TABLE                | 
|                                          |  |         |      |  |              |  |         |             | 
|NAME ANDPRINCIPALPOSITION
(A)             |  | YEAR(B) |      |  | SALARY($)(C) |  |         | BONUS($)(D) |  |  | STOCKAWARDS($)(E) |  |  | OPTIONAWARDS($)(F) (1) |   |  | NON-EQUITYINCENTIVEPLANCOMPENSATION($)(G) |  |        | NONQUALIFIEDDEFERREDCOMPENSATIONEARNINGS($)(H) |  |  | ALLOTHERCOMPENSATION($)(I) |  |  | TOTAL($)(J) |  
|                                          |  |         |      |  |              |  |         |             | 
|Cornelis F. Wit,                          |  |         | 2010 |  |              |  | 302,298 |             |  |  | 0                 |  |  |                        |   |  |                                           |  | 37,350 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 339,648 | 
|President, CEO and Director               |  |         | 2009 |  |              |  | 300,000 |             |  |  | 0                 |  |  |                        | 0 |  |                                           |  | 37,350 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 337,350 | 
|                                          |  |         |      |  |              |  |         |             | 
|Randall G. Smith,                         |  |         | 2010 |  |              |  | 269,229 |             |  |  | 0                 |  |  |                        |   |  |                                           |  | 37,350 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 306,579 | 
|Chairman and CTO                          |  |         | 2009 |  |              |  | 260,000 |             |  |  | 0                 |  |  |                        | 0 |  |                                           |  | 37,350 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 297,350 | 
|                                          |  |         |      |  |              |  |         |             | 
|Ronald T. Linares,                        |  |         | 2010 |  |              |  | 237,365 |             |  |  | 0                 |  |  |                        |   |  |                                           |  | 37,500 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 274,865 | 
|Chief Financial and Accounting Officer    |  |         | 2009 |  |              |  | 205,279 |             |  |  | 0                 |  |  |                        | 0 |  |                                           |  | 46,453 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 251,732 | 
|                                          |  |         |      |  |              |  |         |             | 
|Stephen E. Johnson,                       |  |         | 2010 |  |              |  | 283,591 |             |  |  | 0                 |  |  |                        | 0 |  |                                           |  | 37,500 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 321,091 | 
|President and Chief Operating Officer (2) |  |         | 2009 |  |              |  | 288,280 |             |  |  | 0                 |  |  |                        | 0 |  |                                           |  | 22,550 |                                                |  |  | 0                          |  |  |             | 0 |  |  |  | 0 |  |  |  | 310,830 | 
|                                          |  |         |      |  |              |  |         |             |  |  |                   |  |  |                        |   |  |                                           |  |        |                                                |  |  |                            |  |  |             |   |  |  |  |   |  |  |  |        



|(1) | Reflects the aggregate grant date fair value in accordance with ASC Topic 718. See note 1 to our consolidated financial statements included in the Annual Report
for more information about our accounting for stock-based compensation arrangements, including the assumptions made in valuing such option awards.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Mr. Johnson was appointed our President on June 1, 2010.
|--- | --------------------------------------------------------

Salaries are administered to achieve a 50th percentile market rate, but vary by individual based on performance and other considerations. Bonus and Annual Incentive compensation cash payments also
vary based on corporate, organizational unit and individual performance. OmniComm Systems did not award Annual Incentive awards cash payments at the end of 2010 or 2009. Approximately five employees of the Company and its subsidiaries are eligible
for Annual Incentive awards based upon the achievement of corporate and individual goals established at the beginning of the year. Corporate goals are established by the Compensation Committee and the Board of Directors; individual goals are
proposed by the CEO and the CTO, and recommended and approved by the Compensation Committee and, with respect to the CEO, approved by the Board of Directors.

For 2010, OmniComm Systems awarded stock options to four executive officers. Guidelines for determining the awards to named executive officers were derived from long-term incentive target amounts
established annually. Actual stock option grants in 2010 varied from the guideline number of shares to individual executives based on the executives contributions to the performance of the Company in 2010 and expected contributions in the
future, as determined by the CEO and Board of Directors. Stock options were granted with an exercise price equal to the closing market value of OmniComm Systems stock on the date the grant was approved by the Board of Directors.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31,
2010:



|                            |  |                                                               |         |  |                                                                 |  |   |                                                                                      |  |  |                        |  |  |                      |      |  |                                                   |  |            |                                                        |  |  |                                                                                           |  |  |                                                                                                         |   |  |  |  |   |  |  |  |   | 
|--------------------------- |  | ------------------------------------------------------------- | ------- |  | --------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------ |  |  | ---------------------- |  |  | -------------------- | ---- |  | ------------------------------------------------- |  | ---------- | ------------------------------------------------------ |  |  | ----------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------- | - |  |  |  | - |  |  |  | - | 
|                            |  | OPTION AWARDS                                                 |         |  | STOCK AWARDS                                                    | 
|NAME                        |  | NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONS(#)EXERCISABLE |         |  | NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONS(#)UNEXERCISABLE |  |   | EQUITYINCENTIVEPLANAWARDS:NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDUNEARNEDOPTIONS(#) |  |  | OPTIONEXERCISEPRICE($) |  |  | OPTIONEXPIRATIONDATE |      |  | NUMBEROFSHARESORUNITS
OFSTOCKTHATHAVENOTVESTED(#) |  |            | MARKETVALUEOFSHARESOR
UNITSOFSTOCKTHATHAVENOTVESTED($) |  |  | EQUITYINCENTIVEPLANAWARDS:NUMBEROFUNEARNEDSHARES,UNITS OROTHERRIGHTSTHATHAVE
NOTVESTED(#) |  |  | EQUITYINCENTIVEPLANAWARDS:MARKETORPAYOUTVALUE OFUNEARNEDSHARES,UNITS
OROTHERRIGHTSTHATHAVE NOTVESTED(#) |  
|(A)                         |  | (B)                                                           |         |  | (C)                                                             |  |   | (D)                                                                                  |  |  | (E)                    |  |  | (F)                  |      |  | (G)                                               |  |            | (H)                                                    |  |  | (I)                                                                                       |  |  | (J)                                                                                                     |  
|Cornelis F. Wit,            |  |                                                               | 175,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.25 |  |                                                   |  | 12/21/2011 |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|President, CEO and Director |  |                                                               | 75,000  |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.25 |  |                                                   |  | 6/21/2011  |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|                            |  |                                                               | 175,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.25 |  |                                                   |  | 12/31/2011 |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|                            |  |                                                               | 175,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.25 |  |                                                   |  | 12/21/2012 |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|                            |  |                                                               | 200,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.28 |  |                                                   |  | 2/1/2013   |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|                            |  |                                                               | 200,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.28 |  |                                                   |  | 2/1/2013   |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 
|                            |  |                                                               | 200,000 |  |                                                                 |  | 0 |                                                                                      |  |  | 0                      |  |  | $                    | 0.28 |  |                                                   |  | 2/1/2013   |                                                        |  |  | 0                                                                                         |  |  |                                                                                                         | 0 |  |  |  | 0 |  |  |  | 0 | 



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|                                       |  |  |         |  |  |  |         |  |  |  |   |  |  |   |      |  |  |  |            |  |  |  |   |  |  |  |   |  |  |  |   |  |  |  |   | 
|-------------------------------------- |  |  | ------- |  |  |  | ------- |  |  |  | - |  |  | - | ---- |  |  |  | ---------- |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.61 |  |  |  | 4/24/2014  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.43 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.61 |  |  |  | 4/1//2013  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 225,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 225,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 0       |  |  |  | 225,000 |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 250,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.20 |  |  |  | 12/31/14   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  |         |  |  |  |         |  | 
|Randall G. Smith,                      |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.25 |  |  |  | 6/21/2011  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Chairman and Chief Technology Officer  |  |  | 150,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.25 |  |  |  | 12/31/2011 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 5,000   |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.45 |  |  |  | 3/1/2011   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 150,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.25 |  |  |  | 12/21/2012 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 175,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.28 |  |  |  | 2/1/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 175,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.28 |  |  |  | 2/1/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 175,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.28 |  |  |  | 2/1/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.61 |  |  |  | 4/24/2014  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.43 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.61 |  |  |  | 4/1//2013  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 200,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 200,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 0       |  |  |  | 200,000 |  |  |  | 0 |  |  | $ | 0.56 |  |  |  | 3/6/2013   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 250,000 |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.20 |  |  |  | 12/31/14   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  |         |  |  |  |         |  | 
|Ronald T. Linares,                     |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.25 |  |  |  | 12/31/2011 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Chief Financial and Accounting Officer |  |  | 5,000   |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.45 |  |  |  | 3/1/2011   |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 75,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.25 |  |  |  | 12/21/2012 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 50,000  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.49 |  |  |  | 12/31/2013 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|                                       |  |  | 23,333  |  |  |  | 0       |  |  |  | 0 |  |  | $ | 0.38 |  |  |  | 12/23/2014 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 



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|                                      |  |        |          |  |  |   |         |  |  |   |   |  |   |      |      |  |  |            |            |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |   | 
|------------------------------------- |  | ------ | -------- |  |  | - | ------- |  |  | - | - |  | - | ---- | ---- |  |  | ---------- | ---------- |  |  | - | - |  |  | - | - |  |  | - | - |  |  | - | - | 
|                                      |  |        | 23,333   |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.38 |  |  |            | 12/23/2014 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 23,334   |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.38 |  |  |            | 12/23/2014 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 103,000  |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.64 |  |  |            | 12/29/2012 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 100,000  |  |  |   |         |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 100,0000 |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 250,000  |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.20 |  |  |            | 12/31/14   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        |          |  |  |   |         |  | 
|Stephen E. Johnson                    |  |        | 50,000   |  |  |   |         |  |  |   | 0 |  |   | $    | 0.49 |  |  |            | 12/31/2013 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|President and Chief Operating Officer |  |        | 450,000  |  |  |   | 0       |  |  |   | 0 |  |   | $    | 0.50 |  |  |            | 9/4/2015   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  | 50,000 |          |  |  | 0 |         |  |  | 0 |   |  | $ | 0.64 |      |  |  | 12/29/2012 |            |  |  | 0 |   |  |  | 0 |   |  |  | 0 |   |  |  | 0 |  
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.56 |  |  |            | 3/6/2013   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.20 |  |  |            | 10/21/14   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 0        |  |  |   | 100,000 |  |  |   | 0 |  |   | $    | 0.20 |  |  |            | 10/21/14   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 
|                                      |  |        | 50,000   |  |  |   |         |  |  |   |   |  |   | $    | 0.20 |  |  |            | 12/31/14   |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 |  |  |   | 0 | 



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Option Exercises and Stock Vested



|                   |  |                                        |  |                              |  |                                        |  |                            
|------------------ |  | -------------------------------------- |  | ---------------------------- |  | -------------------------------------- |  | ---------------------------
|                   |  | Option Awards                          |  | Stock Awards                
|Name               |  | Number of SharesAcquired onExercise(#) |  | Value Realized onExercise($) |  | Number of SharesAcquired on
Vesting(#) |  | Value Realized onVesting($)
|Cornelis F. Wit    |  | -0-                                    |  | $ -0-                        |  | -0-                                    |  | $ -0-                      
|Randall G. Smith   |  | -0-                                    |  | $ -0-                        |  | -0-                                    |  | $ -0-                      
|Ronald T. Linares  |  | -0-                                    |  | $ -0-                        |  | -0-                                    |  | $ -0-                      
|Stephen E. Johnson |  | -0-                                    |  | $ -0-                        |  | -0-                                    |  | $ -0-                      

Employment Contracts and Other
Arrangements

This section discusses the employment contracts and transition or other severance agreements for the Chief Executive Officer
and the other named executive officers.

Cornelis F. Wit, President and Chief Executive Officer and Director

In December 2010, we renewed an employment agreement with Mr. Cornelis F. Wit to serve as our Chief Executive Officer and President through
December 31, 2011. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Wit or the Company ninety days prior to the end of the term.
Mr. Wit receives an annual salary of $183,600 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 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.

Randall G. Smith, Chairman, Director and Chief Technology Officer

In December 2010, we renewed our employment agreement with Mr. Randall Smith to serve as our Chief Technology Officer through December 31, 2011.
As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Smith or the Company ninety days prior to the end of the term. Under the terms of the
agreement, as compensation for his services, Mr. Smith receives an annual salary of $270,300 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.



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Stephen E. Johnson, President and Chief Operating Officer

In September 2010, we renewed our employment agreement with Mr. Stephen Johnson to serve as our President and Chief Operating Officer through
August 31, 2011. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Johnson or the Company ninety days prior to the end of the term.
Under the terms of this agreement, Mr. Johnson receives an annual salary of $290,700 subject to annual adjustment for cost of living increases. Mr. Johnson is eligible for a bonus, payable on an annual basis, equal to 5% of the
Companys earnings before interest, taxes, depreciation and amortization (EBITDA). 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. Johnson upon 30 days notice of a material breach and Mr. Johnson may terminate the agreement under the same terms and conditions. If Mr. Johnson is terminated by us for any
reason other than for cause, we must pay him severance benefits equal to three months salary for every year of service up to a maximum of twelve months salary. The employment agreement contains customary non-disclosure provisions as well as a one
year non-compete clause if Mr. Johnson leaves the company voluntarily or a six month non-compete clause following his termination by us.

Ronald T. Linares, Chief Financial Office

In December 2010, we renewed our employment agreement with Mr. Ronald Linares to serve as our Chief Financial Officer through December 31, 2011.
As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Linares or the Company ninety days prior to the end of the term. Under the terms of
this agreement, Mr. Linares receives an annual salary of $245,000 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 twelve
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. Linares or the Company in writing ninety (90) days prior to termination of the term.

Director
Compensation

The following table sets forth compensation information on each of the Directors of OmniComm Systems for
their services as members of our Board of Directors for the fiscal year ended December 31, 2010.



|                  |  |                              |     |  |                |   |     |                    |  |   |                                                                       |  |  |                          |     |  |          |   |     |  |  |   |        | 
|----------------- |  | ---------------------------- | --- |  | -------------- | - | --- | ------------------ |  | - | --------------------------------------------------------------------- |  |  | ------------------------ | --- |  | -------- | - | --- |  |  | - | ------ | 
|Name              |  | Fees Earnedor Paid inCash($) |     |  | StockAwards($) |   |     | OptionAwards($)(1) |  |   | Change inPension Valueand NonqualifiedDeferredCompensationEarnings($) |  |  | All OtherCompensation($) |     |  | Total($) |  
|Guus van Kesteren |  | $                            | -0- |  |                | $ | -0- |                    |  | $ | 51,000                                                                |  |  | $                        | -0- |  |          | $ | -0- |  |  | $ | 51,000 | 
|Matthew D. Veatch |  |                              | -0- |  |                |   | -0- |                    |  |   | 51,000                                                                |  |  |                          | -0- |  |          |   | -0- |  |  |   | 51,000 | 
|Cornelis F. Wit   |  |                              | -0- |  |                |   | -0- |                    |  |   | -0-                                                                   |  |  |                          | -0- |  |          |   | -0- |  |  |   | -0-    | 
|Randall G. Smith  |  |                              | -0- |  |                |   | -0- |                    |  |   | -0-                                                                   |  |  |                          | -0- |  |          |   | -0- |  |  |   | -0-    | 
|Fernando Montero  |  | $                            | -0- |  |                | $ | -0- |                    |  | $ | 51,000                                                                |  |  | $                        | -0- |  |          | $ | -0- |  |  | $ | 51,000 | 



|(1) | Grant Date Fair Value for option grants for Mr. van Kesteren, Mr. Montero and Mr. Veatch were $51,000.
|--- | ------------------------------------------------------------------------------------------------------

We do not pay fees to directors for their attendance at meetings of the Board of Directors or committees; however, we may adopt a policy of making such
payments in the future. Except as described in the following paragraph, we have not established standard compensation arrangements for our directors and the compensation payable, if any, to each



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individual for their service on our Board will be determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf. We will
reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

Each new non-employee Director elected to
the Board of Directors receives an initial grant of stock options on the day following the Directors date of election or appointment. The vesting on these options occurs in one-third increments on OmniComm Systems annual meeting date
each year thereafter. Generally, each year following OmniComm Systems annual meeting of stockholders, non-employee Directors receive a grant of stock options. The vesting of the stock options or stock grants occurs one year after the grant
date.

EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance under Equity Compensation Plans

The following table
sets forth securities authorized for issuance under equity compensation plans, including individual compensation arrangements, under our 2009 Equity Incentive Plan and 1998 Stock Incentive Plan as of December 31, 2010.



|                                                       |  |                                                                                         |            |  |                                                                          |   |      |                                                                                                                                      |  |  |           | 
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------- | ---------- |  | ------------------------------------------------------------------------ | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------ |  |  | --------- | 
|                                                       |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights |            |  | Weighted averageexercise price ofoutstanding options,warrants and rights |   |      | Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding
securitiesreflected in column(a)) | 
|Plan Category                                          |  | (a)                                                                                     |            |  | (b)                                                                      |   |      | (c)                                                                                                                                  | 
|Equity Compensation plans approved by stockholders     |  |                                                                                         |            |  |                                                                          |   |      |                                                                                                                                      |  |  |           | 
|2009 Equity Incentive Plan                             |  |                                                                                         | 4,610,000  |  |                                                                          | $ | 0.19 |                                                                                                                                      |  |  | 2,890,000 | 
|1998 Stock Incentive Plan                              |  |                                                                                         | 7,212,000  |  |                                                                          | $ | 0.39 |                                                                                                                                      |  |  | -0-       | 
|Equity compensation plans not approved by stockholders |  |                                                                                         | None       |  |                                                                          |   | n/a  |                                                                                                                                      |  |  | None      | 
|                                                       |  |                                                                                         |            |  |                                                                          |   |      |                                                                                                                                      |  |  |           | 
|Total                                                  |  |                                                                                         | 11,822,000 |  |                                                                          | $ | 0.26 |                                                                                                                                      |  |  | 2,890,000 | 
|                                                       |  |                                                                                         |            |  |                                                                          |   |      |                                                                                                                                      |  |  |           | 



|(1) | Each new non-employee Director elected to the Board of Directors receives an initial grant of stock options on the day following the Directors date of election or
appointment. The vesting on these options occurs in one-third increments on OmniComm Systems annual meeting date each year thereafter. Each year following OmniComm Systems annual meeting of stockholders, non-employee Directors receive a
grant of stock options. The vesting of the stock options or stock grants occurs one year after the grant date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The 1998 Stock Incentive Plan expired on December 31, 2008.
|--- | -----------------------------------------------------------

1998 Stock Incentive Plan

In 1998, the Companys Board of Directors and stockholders
approved the 1998 Stock Incentive Plan of OmniComm Systems, Inc. (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 was authorized to grant options to purchase up to 12,500,000 shares of the Companys common stock. The 1998 Plan expired as of December 31, 2008. As of
April 27, 2011 there were 7,212,000 outstanding options that had been granted under the 1998 Plan.



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2009 Equity Incentive Plan

In 2009, the Companys Board of Directors and stockholders approved the 2009 Equity Incentive Plan of OmniComm Systems, Inc. (the 2009 Plan). The 2009 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 2009 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 April 27, 2011, substantially all of the
Companys employees were participating in the 2009 Plan.

The maximum term for any option grant under the 2009 Plan is ten years from the
date of the grant; however, options granted under the 2009 Plan will generally expire five years from the date of grant for most employees, officers and directors of the company. Options granted to employees generally vest either upon grant or in
two installments with the first installment vesting 50% upon completion of one full year from date of grant and on an annual basis over the next year of the employees employment. The vesting period typically begins on the date of hire for new
employees and on the date of grant for existing employees.

At April 27, 2011, there were 4,590,000 shares available for grant as options
or other forms of share-based compensation under the 2009 Plan.

Description of the Plan

The purpose of the 2009 Plan is to provide a means through which we can attract able persons to enter and remain in our employ, and to provide a means
whereby those key persons upon whom the responsibilities of our successful administration and management rest, and whose present and potential contributions to our welfare are of importance, can acquire and maintain stock ownership, thereby
strengthening their commitment to our welfare and promoting an identity of interest between stockholders and these key persons.

A further
purpose of the 2009 Plan is to provide such key persons with additional incentive and reward opportunities designed to enhance our profitable growth. So that the appropriate incentive can be provided, the 2009 Plan provides for granting incentive
stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock unit awards and performance share units, or any combination of the foregoing.

We believe that the 2009 Plan encourages the participants to contribute materially to our growth and will align the economic interests of the participants with those of our stockholders.

General

We have reserved 7,500,000
shares of our common stock for issuance upon the exercise of options granted under the 2009 Plan. These shares may be authorized but unissued shares of our common stock or may be shares that we have reacquired, including shares we may purchase on
the open market. If any options or stock appreciation rights granted under the 2009 Plan expire or are terminated for any reason without being exercised or restricted shares or performance shares are forfeited, the shares of common stock underlying
that award will again be available for grant under the 2009 Plan.

Administration of the 2009 Plan

The Compensation Committee of our Board of Directors administers and interprets the 2009 Plan. The Compensation Committee has the sole authority to
designate participants, grant awards and determine the terms of all grants, subject to the terms of the 2009 Plan. The Compensation Committee has the full authority to interpret the 2009 Plan and to make rules, regulations, agreements and
instruments for implementing the 2009 Plan.

Eligibility

Grants may be made to any of our employees and to any non-employee member of the Board of Directors. Key advisors who perform services for us or any of our subsidiaries are eligible if they render bona
fide services, not as part of the offer or sale of securities in a capital-raising transaction.



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Options

Incentive stock options may be granted to employees, Directors and key advisors. Non-qualified stock options may be granted to employees, key advisors and non-employee Directors. The exercise price of
common stock underlying an option is determined by the Compensation Committee at the time the option is granted, and may be equal to, greater than, or less than the fair market value of such stock on the date the option is granted; provided, that
the exercise price of an incentive stock option must be equal to or greater than the fair market value of a share of common stock on the date the incentive stock option is granted, and the exercise price of an incentive stock option granted to an
employee who owns more than 10% of our common stock, or who is an officer or Director, cannot be less than 110% of the fair market value. Unless the applicable option agreement provides otherwise, a participant can exercise an option award after the
option has fully vested, by paying the applicable exercise price in cash, or, with the approval of the Compensation Committee, by delivering shares of common stock owned by the grantee and having a fair market value on the date of exercise equal to
the exercise price of the grants, or by such other method as the Compensation Committee approves, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board.

Options vest according to the terms and conditions determined by the Compensation Committee and specified in the grant instrument. The Compensation
Committee determines the term of each option up to a maximum of 10 years from the date of grant except that the term of an incentive stock option granted to an employee who owns more than 10% of our common stock, or who is an officer or Director,
may not exceed five years from the date of grant. The Compensation Committee may accelerate the exercisability of any or all outstanding options at any time for any reason.

Restricted Stock

The Compensation Committee determines the number of restricted shares
granted to a participant, subject to the maximum plan limit described above. Grants of restricted shares will be conditioned on such performance requirements, vesting provisions, transfer restrictions or other restrictions and conditions as the
Compensation Committee may determine in its sole discretion. The restrictions will remain in force during a restriction period set by the Compensation Committee. If the grantee is no longer employed by us during the restriction period or if any
other conditions are not met, the restricted shares grant will terminate as to all shares covered by the grant for which the restrictions are still applicable and those shares must be immediately returned to us.

Stock Appreciation Rights

The
Compensation Committee can grant stock appreciation rights (SARs) to any participant, subject to the maximum plan limit described above. At any time, the Compensation Committee may grant an SAR award, either separately or in connection with any
option; provided that, if an SAR is granted in connection with an incentive stock option, it must be granted at the same time that as underlying option is granted. The Compensation Committee will determine the base amount of the SAR at the time that
it is granted and will establish any applicable vesting provisions, transfer restrictions or other restrictions as it may determine is appropriate in its sole discretion. When a participant exercises an SAR, he or she will receive the amount by
which the value of the stock has appreciated since the SAR was granted, which may be payable to the participant in cash, shares, or a combination of cash and shares, as determined by the Compensation Committee.

Performance Share Awards

The
Compensation Committee can grant performance share awards to any employee or key advisor. A performance share award represents the right to receive an amount based on the value of our common stock, but may be payable only if certain performance
goals that are established by the Compensation Committee are met. If the Compensation Committee determines that the applicable performance goals have been met, a performance share award will be payable to the participant in cash, shares or a
combination of cash and shares, as determined by the Compensation Committee.

Amendment and Termination of the 2009 Plan

Our Board of Directors can at any time terminate the 2009 Plan. With the express written consent of an individual participant, the Board may cancel or
reduce or otherwise alter the outstanding awards thereunder if, in its judgment, the tax, accounting, or other effects of the 2009 Plan or potential payouts thereunder would not be in our best interest. The Board may, at any time or from time to
time, amend or suspend and, if suspended, reinstate, the 2009 Plan in whole or in part, provided, however, that without further stockholder approval the Board shall not:



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| |  |  | increase the maximum number of shares of our common stock which may be issued on exercise of awards under the 2009 Plan;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | change the maximum option price;
| | - |  | --------------------------------



| |  |  | extend the maximum option term;
| | - |  | -------------------------------



| |  |  | extend the termination date of the 2009 Plan; or
| | - |  | ------------------------------------------------



| |  |  | change the class of persons eligible to receive awards under the Plan.
| | - |  | ----------------------------------------------------------------------

Adjustment Provisions

In the event that certain reorganizations of our company or similar
transactions or events occur, the maximum number of shares of stock available for grant, the maximum number of shares that any participant in the 2009 Plan may be granted, the number of shares covered by outstanding grants, the kind of shares issued
under the 2009 Plan and the price per share or the applicable market value of such grants shall be adjusted by the committee to reflect changes to our common stock as a result of such occurrence to prevent the dilution or enlargement of rights of
any individual under the 2009 Plan.

Change of Control and Reorganization

Upon a change of control, as defined in the 2009 Plan, the Compensation Committee may:



| |  |  | determine that the outstanding grants, whether in the form of options and stock appreciation rights, shall immediately vest and become exercisable;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | determine that the restrictions and conditions on all outstanding restricted stock or performance share awards shall immediately lapse;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require that grantees surrender their outstanding options and stock appreciation rights in exchange for payment by us, in cash or common stock, in an
amount equal to the amount by which the then fair market value of the shares of our common stock subject to the grantees unexercised options or stock appreciation rights exceeds the exercise price of those options; and/or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | after giving grantees an opportunity to exercise their outstanding options and stock appreciation rights, terminate any or all unexercised options and
stock appreciation rights.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon a reorganization, as defined in the 2009 Plan, where we are not the surviving entity or
where we survive only as a subsidiary of another entity, unless the Compensation Committee determines otherwise, all outstanding option or SAR grants shall be assumed by or replaced with comparable options or rights by the surviving corporation. In
addition, the Compensation Committee may require that grantees surrender their outstanding options in exchange for payment by us, in cash or common stock, at an amount equal to the amount by which the then fair market value of the shares of common
stock subject to the grantees unexercised options exceeds the exercise price of those options and/or after accelerating all vesting and giving grantees an opportunity to exercise their outstanding options or SARs, terminate any or all
unexercised options and SARs.

Tax Aspects

The following discussion applies to the Plan and is based on federal income tax laws and regulations in effect. It does not purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of applicable state, local or foreign tax laws. Accordingly, any person receiving a grant under the Plan should consult with his own tax adviser.

The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the
Code. An employee granted an Incentive Option does not recognize taxable income either at the date of grant or at the date of its timely exercise. However, the excess of the fair market value of common stock received upon exercise of the Incentive
Option over the Plan Option exercise price is an item of tax preference under Section 57(a)(3) of the Code and may be subject to the alternative minimum tax imposed by Section 55 of the Code. Upon disposition of stock acquired on exercise
of an Incentive Option, long-term capital gain or loss is recognized in an amount equal to the difference between the sales price and the Incentive Option exercise price, provided that the option holder has not disposed of the stock within two years
from the date of grant and within one year from the date of exercise. If the Incentive Option holder disposes of the acquired stock (including the transfer of acquired stock in payment of the exercise price of an Incentive Option) without complying
with both of these holding period requirements (Disqualifying Disposition), the option holder will recognize ordinary income at the time of such Disqualifying



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Disposition to the extent of the difference between the exercise price and the lesser of the fair market value of the stock on the date the Incentive Option is exercised (the value six months
after the date of exercise may govern in the case of an employee whose sale of stock at a profit could subject him to suit under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized on such Disqualifying Disposition. Any
remaining gain or loss is treated as a short- term or long-term capital gain or loss, depending on how long the shares are held. In the event of a Disqualifying Disposition, the Incentive Option tax preference described above may not apply
(although, where the Disqualifying Disposition occurs subsequent to the year the Incentive Option is exercised, it may be necessary for the employee to amend his return to eliminate the tax preference item previously reported). We are not entitled
to a tax deduction upon either exercise of an Incentive Option or disposition of stock acquired pursuant to such an exercise, except to the extent that the option holder recognized ordinary income in a Disqualifying Disposition. If the holder of an
Incentive Option pays the exercise price, in full or in part, with shares of previously acquired common stock, the exchange should not affect the Incentive Option tax treatment of the exercise. No gain or loss should be recognized on the exchange,
and the shares received by the employee, equal in number to the previously acquired shares exchanged therefore, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares. The employee will not,
however, be able to utilize the old holding period for the purpose of satisfying the Incentive Option statutory holding period requirements. Shares received in excess of the number of previously acquired shares will have a basis of zero and a
holding period which commences as of the date the common stock is issued to the employee upon exercise of the Incentive Option. If an exercise is effected using shares previously acquired through the exercise of an Incentive Option, the exchange of
the previously acquired shares will be considered a disposition of such shares for the purpose of determining whether a Disqualifying Disposition has occurred.

With respect to the holder of Non-Qualified Options, the option holder does not recognize taxable income on the date of the grant of the Non-Qualified Option, but recognizes ordinary income generally at
the date of exercise in the amount of the difference between the option exercise price and the fair market value of the common stock on the date of exercise. However, if the holder of Non-Qualified Options is subject to the restrictions on resale of
common stock under Section 16 of the Securities Exchange Act of 1934, such person generally recognizes ordinary income at the end of the six month period following the date of exercise in the amount of the difference between the option exercise
price and the fair market value of the common stock at the end of the six month period. Nevertheless, such holder may elect within 30 days after the date of exercise to recognize ordinary income as of the date of exercise. The amount of ordinary
income recognized by the option holder is deductible by us in the year that income is recognized.

In connection with the issuance of Stock
Grants as compensation, the recipient must include in gross income the excess of the fair market value of the property received over the amount, if any, paid for the property in the first taxable year in which beneficial interest in the property
either is transferable or is not subject to a substantial risk of forfeiture. A substantial risk of forfeiture exists where rights and property that have been transferred are conditioned, directly or indirectly, upon the
future performance (or refraining from performance) of substantial services by any person, or the occurrence of a condition related to the purpose of the transfer, and the possibility of forfeiture is substantial if such condition is not satisfied.
Stock Grants received by a person who is subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is considered subject to a substantial risk of forfeiture so long as the sale of such property at a
profit could subject the stockholder to suit under that section. The rights of the recipient are treated as transferable if and when the recipient can sell, assign, pledge or otherwise transfer any interest in the Stock Grant to any person. Inasmuch
as the recipient would not be subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934, the Stock Grant, upon receipt following satisfaction of condition prerequisites to receipt, will be presently
transferable and not subject to a substantial risk of forfeiture. The recipient would be obligated to include in gross income the fair market value of the Stock Grant received once the conditions to receipt of the Stock Grant are satisfied.

Securities Law Restrictions

The sale of the shares must be made in compliance with federal and state securities laws. Our officers, directors and 10% or greater stockholders, as well
as certain other persons or parties who may be deemed to be affiliates of ours under federal securities laws, should be aware that resales by affiliates can only be made pursuant to an effective registration statement, Rule 144 or other
applicable exemption. Our officers, directors and 10% or greater stockholders may also be subject to the short swing profit rule of Section 16(b) of the Securities Exchange Act of 1934.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

At April 27, 2011 the Record Date, there were an aggregate of:



20



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##### Table of Contents

| |  |  | 86,081,495 shares of common stock,
| | - |  | ----------------------------------



| |  |  | 4,125,224 shares of 5% Series A Preferred Stock, and
| | - |  | ----------------------------------------------------



| |  |  | 250,000 shares of Series D Preferred Stock
| | - |  | ------------------------------------------

issued and outstanding. The holders of our shares of common stock are entitled to one vote for each outstanding share of common stock. The holders of the 5% Series A Preferred Stock are entitled to one
vote for each share of common stock into which the 5% Series Convertible Preferred Stock are convertible. Based upon the current conversion price for the 5% Series A Convertible Preferred Stock on April 27, 2011, these holders are entitled to
2,750,149 votes at the 2011 Annual Meeting. The holder of the Series D Preferred Stock is entitles to four hundred (400) votes for each share of Series D Preferred Stock provided that in connection with the election of directors, the terms of
the Series D Preferred Stock provide that such shares shall be voted in the same percentage as all voting shares voted for each director., At the 2011 Annual Meeting, the common stockholders are entitled to 86,081,495 votes, the 5% Series A
Convertaible Preferred Stock stockholders are entitles to 2,750,149 votes and the Series D Preferred Stock stockholder is entitled to 100,000,000 votes, for an aggregate of 188,831,644 votes for all currently outstanding Voting Securities.

The following table sets forth, as of April 27, 2011 information known to us relating to the beneficial ownership of shares of our
Voting Securities by:



| |  |  | each person who is the beneficial owner of more than 5% of the outstanding shares of Voting Securities, aggregate all three classes together;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each director;
| | - |  | --------------



| |  |  | each executive officer; and
| | - |  | ---------------------------



| |  |  | all executive officers and directors as a group.
| | - |  | ------------------------------------------------

Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired by him within 60 days from April 27, 2011 upon the exercise of options,
warrants, convertible securities or other understandings. We determine a beneficial owners percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person and which
are exercisable within 60 days of April 27, 2011 have been exercised or converted.

The following table, however, gives no effect to the
exercise of any outstanding options or warrants unless specifically set forth therein. We believe that all persons named in the table have sole voting, dispositive and investment power with respect to all shares of Voting Securities beneficially
owned by them. Unless otherwise noted, the address for each person is: 2101 West Commercial Blvd., Suite 3500, Ft. Lauderdale, Florida 33309.



|                                                         |  |  |    |   |                               |  |            |                    |  |  |                               |   |            |     |  |                               |     |  |            |  |     |                                |  |  |       |   |  |  |       |  
|-------------------------------------------------------- |  |  | -- | - | ----------------------------- |  | ---------- | ------------------ |  |  | ----------------------------- | - | ---------- | --- |  | ----------------------------- | --- |  | ---------- |  | --- | ------------------------------ |  |  | ----- | - |  |  | ----- | -
|                                                         |  |  |    |   | Common Stock                  |  |            | Series A Preferred |  |  | Series D Preferred            |   |            |     | 
|Name of Beneficial Owner                                 |  |  |    |   | # of SharesBeneficially Owned |  |            | % of Class         |  |  | # of SharesBeneficially Owned |   | % of Class |     |  | # of SharesBeneficially Owned |     |  | % of Class |  |     | Percentage ofVoting Securities | 
|Cees Wit                                                 |  |  | (1 | ) |                               |  | 62,894,070 |                    |  |  | 39.4                          | % |            | -0- |  |                               | n/a |  |            |  | 400 |                                |  |  | 100.0 | % |  |  | 50.02 | %
|Fernando Montero                                         |  |  | (2 | ) |                               |  | 7,948,411  |                    |  |  | 5.0                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 3.04  | %
|Guus van Kesteren                                        |  |  | (3 | ) |                               |  | 4,948,103  |                    |  |  | 3.1                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 1.89  | %
|Matt Veatch                                              |  |  | (4 | ) |                               |  | 805,000    |                    |  |  | 0.5                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 0.31  | %
|Randy Smith                                              |  |  | (5 | ) |                               |  | 3,507,147  |                    |  |  | 2.2                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 1.34  | %
|Ron Linares                                              |  |  | (6 | ) |                               |  | 1,815,405  |                    |  |  | 1.1                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 0.70  | %
|Steve Johnson                                            |  |  | (7 | ) |                               |  | 1,173,586  |                    |  |  | 0.7                           | % |            | -0- |  |                               | n/a |  |            |  | -0- |                                |  |  | n/a   |   |  |  | 0.45  | %
|                                                         |  |  |    |   |                               |  |            |                   
|All Directors and Officers as a group (seven person) (8) |  |  |    |   |                               |  | 83,091,722 |                    |  |  | 52.1                          | % |            | -0- |  |                               | n/a |  |            |  | 400 |                                |  |  | 100.0 | % |  |  | 70.5  | %



21



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##### Table of Contents

|(1) | Includes vested options to purchase an aggregate of 2,350,000 shares of our common stock at prices ranging from $0.20 to $0.61 per share with expiration dates ranging
from December 2011 to December 2014, 34,392,517 shares of our common stock issuable upon the conversion of warrants at exercise prices ranging from $0.25 to $.60 per share with expiration dates ranging from February 2012 to September 2015, 400
shares of our Series D Preferred Stock which entitles Mr. Wit to 100,000,000 votes on each matter voted upon provided that in connection with the election of directors, the terms of the Series D Preferred Stock provide that such shares shall be
voted in the same percentage as all voting shares voted for each director. and 22,400,000 shares of our common stock issuable upon conversion of Secured Convertible Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes vested options to purchase an aggregate of 725,000 shares of our common stock at exercise prices ranging from $0.25 to $0.70 per share with expiration dates
ranging from April 2013 to June 2015. Also includes 1,100,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 400,000
shares of our common stock issuable upon conversion of Secured Convertible Notes and 2,500,000 shares of common stock held by Atlantic Balanced Fund, a corporation formed under the laws of the British Virgin Islands (ABF). Mentor Capital
Corporation is the fund manager for ABF and has voting and dispositive control over the shares held by ABF. Mr. Montero is the president, director and sole owner of Mentor Capital Corporation and may be considered the beneficial owner of
the 2,500,000 shares and convertible warrants and Convertible Notes held by ABF. Includes 2,000,000 shares of common stock owned by Atlantic Security Bank (ASB), an entity in which Fernando Montero is a director and pursuant to an
agreement holds voting and dispositive control for shares owned in OmniComm.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes vested options to purchase an aggregate of 725,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging
from June 2011 to June 2015, 1,145,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 620,000 shares of our common
stock issuable upon conversion of Convertible Notes.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes vested options to purchase an aggregate of 725,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging
from June 2011 to June 2015, and 30,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 30,000 shares of our common stock issuable upon
conversion of Convertible Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes vested options to purchase an aggregate of 1,760,000 shares of our common stock at prices ranging from $0.20 to $2.75 per share, with expiration dates ranging
from July 2011 to December 2014, and 10,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 10,000 shares of our common stock issuable upon
conversion of Convertible Notes.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes vested options to purchase an aggregate of 848,000 shares of our common stock at prices ranging from $0.20 to $0.61 per share with expiration dates ranging
from July 2011 to December 2014, 337,500 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012, and 250,000 shares of our common
stock issuable upon conversion of Convertible Notes.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes vested options to purchase an aggregate of 1,000,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging
from June 2011 to December 2014 and 50,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 50,000 shares of our common stock issuable upon
conversion of Convertible Notes.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes footnotes (1) through (7).
|--- | -----------------------------------



22



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##### Table of Contents

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Guus van Kesteren, a member of our Board of Directors, is a consultant to Noesis Capital Corp. Noesis Capital Corp. has acted as a placement agent for the sale of our securities in various offerings
since 1999. Mr. van Kesteren is a holder of greater than 5% of our securities on a fully diluted basis as measured under Section 13 of the Securities Act of 1934.

Fernando Montero. a member of our Board of Directors, is president, director and sole shareholder of Mentor Capital Corporation (Mentor Capital). Mentor Capital is the fund manager for
Atlantic Balanced Fund (ABF) having voting and dispositive control of the shares in OmniComm Systems, Inc. held by ABF and therefore Mr. Montero may be deemed to beneficially own the shares held by ABF. Mr. Montero also has
voting and dispositive control of the shares in OmniComm Systems, Inc. held by Atlantic Security Bank (ASB) and therefore may be deemed to beneficially own the shares held by ASB. Mr. Montero may be deemed to beneficially own an
aggregate of 7,873,411 shares of the Common Stock (as described below), which constitute approximately 8.98% of the outstanding shares of our Common Stock.

In December 2008, the Company issued a promissory note for $197,500 that included $112,500 in accrued expenses associated with financial services provided by Noesis Capital Corp., the Companys
Placement Agent for several equity and debt transactions since 1999. The amount was borrowed under a promissory note bearing interest at 9% per annum payable with a maturity date of January 31, 2011. Included in the principal amount
due under this promissory note is $85,000 that was originally owed under a $185,000 principal amount promissory note with a maturity date of January 1, 2009. The remaining $100,000 in principal amount owed was converted into a Convertible
Note dated December 16, 2008. The Company repaid $60,000 in principal on this promissory note during the year ended December 31, 2010. We incurred $12,375 in interest expense on the note payable to Noesis Capital Corp., the
Placement Agent for the Company during the year ended December 31, 2010 and $13,218 for the year ended December 31, 2009.

As of
December 31, 2010, we have an aggregate of $11,526,771 principal amount of convertible debentures and promissory notes outstanding to Cornelis Wit, our Chief Executive Officer and a director, and have issued certain warrants to Mr. Wit, as
follows:



| |  |  | On February 14, 2008, $150,000 principal amount promissory note. This note was convertible at the option of the holder into any New Securities
(New Securities) we issue before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This convertible note carried an interest rate of 10% per annum and was due on December 31,
2009. On December 16, 2008, Mr. Wit agreed to convert this convertible note into a private placement of convertible debentures, which convertible debentures were due on December 16, 2010. Mr. Wit waived his anti-dilution
rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend
the maturity date of the convertible debenture he was issued by three years to December 16, 2013.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 10, 2008, $210,000 principal amount convertible note and common stock purchase warrants to purchase an aggregate of 264,706 shares of our
common stock. We received net proceeds of $210,000. This note was convertible at the option of the holder into any securities we issue (New Securities) before maturity of the convertible debenture on the same terms and conditions of
the sale of the New Securities. This convertible debenture, which carried an interest rate of 10% per annum, was due on June 10, 2009. On August 29, 2008, Mr. Wit agreed to convert this convertible debenture into a
private placement of convertible debentures that originally matured on August 29, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and
conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 10, 2008, $300,000 principal amount convertible note. This note was convertible at the option of the holder into any New Securities
(New Securities) we issue before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This convertible note carried an interest rate of 10% per annum and was originally due on
June 30, 2010. On August 29, 2008, Mr. Wit agreed to convert this convertible note into a private placement of convertible debentures, which convertible debentures that originally matured on August 29, 2010. Mr. Wit
waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition,
Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



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##### Table of Contents

| |  |  | During August 2008, $1,260,000 principal amount convertible note that is part of a private placement of Convertible Debentures that originally matured
in August 29, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a Secured Convertible Debenture financing the Company
completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | From September 2008 to December 2008, $4,200,000 principal amount convertible notes. These notes were convertible at the option of the holder into any
New Securities (New Securities) we issue before maturity of the Convertible Note on the same terms and conditions of the sale of the New Securities. These convertible notes carried an interest rate of 12% per annum and were due on
December 31, 2009. On December 16, 2008, Mr. Wit agreed to convert these convertible notes into a private placement of convertible debentures, which convertible debentures originally matured on December 16, 2010.
Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In
addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to December 16, 2013.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | From July to September 2009, Mr. Wit invested $1,100,000 which amount was aggregated under the terms of one convertible note dated
September 30, 2009. This note was convertible at the option of the holder into any new securities we issue before maturity of this promissory note on the same terms and conditions of the sale of any new securities issued. This convertible
note carried an interest rate of 12% per annum and was due on December 31, 2009. On September 30, 2009, Mr. Wit agreed to convert this Convertible Note into a private placement of secured convertible debentures bearing
interest at a rate of 12% per annum, which Secured Convertible Debentures are due on March 30, 2011 which are convertible into 4,400,000 shares of common stock and received 4,400,000 warrants to purchase common stock of the Company.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | From October to December 2009, Mr. Wit invested $1,440,000 which amount was aggregated under the terms of one convertible note dated
December 31, 2009. This note was convertible at the option of the holder into any new securities we issued before the maturity of this promissory note on the same terms and conditions of the sale of any new securities issued. This convertible
note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 31, 2009, Mr. Wit agreed to convert this Convertible Note into a private placement of unsecured convertible debentures bearing interest
at a rate of 12% per annum, which Convertible Debentures are due on June 30, 2011.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On April 13, 2010, $450,000 principal amount promissory note. This note carries an interest rate of 12% per annum and is due on
December 31, 2011.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On September 30, 2010, $1,000,000 principal amount promissory note. This note carries an interest rate of 12% per annum and was due on
December 31, 2011. The promissory note was comprised of the following amounts received on the following dates: (i) principal amount of $50,000 received on July 6, 2010, (ii) principal amount of $65,000 received on
July 14, 2010, (iii) principal amount of $175,000 received on July 15, 2010, (iv) principal amount of $140,000 received on July 30, 2010, (v) principal amount of $400,000 received on August 12, 2010,
(vi) principal amount of $90,000 received on August 27, 2010, and (vii) principal amount of $80,000 received on August 31, 2010. On November 30, 2010, the note was converted by Mr. Wit into 250,000 shares of the
Companys Series D Preferred Stock.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On September 30, 2010, $695,000 principal amount promissory note. This note carries an interest rate of 12% per annum and is due on
December 31, 2011. The promissory note was comprised of the following amounts received on the following dates: (i) principal amount of $120,000 received on August 31, 2010, (ii) principal amount of $50,000 received on
September 7, 2010, (iii) principal amount of $200,000 received on September 15, 2010, (iv) principal amount of $90,000 received on September 22, 2010, (v) principal amount of $200,000 received on September 29,
2010, and (vi) principal amount of $35,000 received on September 30, 2010.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On December 31, 2010, $1,197,500 principal amount promissory note. The note carries and interest rate of 12% per annum and is due on
December 31, 2011. The promissory note is comprised of the following amounts received on the following dates: (i) principal amount of $150,000 received on October 15, 2010, (ii) principal amount of $140,000 received on
October 26, 2010, (iii) principal amount of $200,000 received on October 28, 2010, (iv) principal amount of $43,500 received on November 2, 2010, (v) principal amount of $200,000 received on November 10, 2010,
(vi) principal amount of $32,000 received on November 22, 2010, (vii) principal amount of $37,000 received on November 29, 2010, (viii) principal amount of $160,000 received on November 30, 2010, (ix) principal
amount of $25,000 received on December 2, 2010, (x) principal amount of $50,000 received on December 8, 2010, (xi) principal amount of $10,000 received on December 9, 2010, (xii) principal amount of $40,000 received on
December 15, 2010, and (xiii) principal amount of $110,000 received on December 16, 2010.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



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##### Table of Contents

| |  |  | On December 31, 2010, $409,721 principal amount promissory note. The note carries and interest rate of 12% per annum and is due on
December 31, 2011. The note is comprised of accrued and unpaid interest owed as of December 31, 2010 on various notes held by Mr. Wit that were converted into the principal amount owed under this note payable.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On December 16, 2010, we issued a promissory note with a principal amount of $20,000 to our Chairman and Chief
Technology Officer, Randall Smith. The note bears interest at a rate of 12% per annum and is due on December 16, 2012.

As discussed in
Note 12 - Convertible Notes, on August 29, 2008, we sold, $2,270,000 principal amount convertible notes (the Convertible Notes) and common stock purchase warrants (the Convertible Note Warrants) to purchase an aggregate
of 4,540,000 shares of our common stock to four accredited investors including Mr. Wit our Chief Executive Officer as discussed above, and Guus van Kesteren one of our Directors (the Affiliate Investors). The Convertible Notes
bear interest at 10% and originally matured on August 29, 2010. As part of the transaction Cornelis Wit, Chief Executive Officer and Director and Guus van Kesteren, Director, purchased $1,770,000 and $150,000, respectively, principal
amount of notes, which are convertible into 3,540,000 shares and 300,000 shares, respectively, and received 3,540,000 and 300,000 warrants, respectively. The Affiliate Investors waived their anti-dilution rights relating to the outstanding debenture
and warrants issued in this transaction as part of the terms and conditions of a Secured Convertible Debenture financing the Company completed in September 2009. In addition, the Affiliate Investors agreed to extend the maturity date of convertible
debenture they were issued by three years to December 16, 2013.

As discussed in Note 12, Convertible Notes, on December 16, 2008,
we sold, $5,075,000 principal amount Convertible Debentures (the Convertible Debentures) and common stock purchase warrants (the Convertible Debenture Warrants) to purchase an aggregate of 10,150,000 shares of our common
stock to eleven accredited investors including Mr. Wit our Chief Executive Officer, Mr. Smith, our Chairman and Chief Technology Officer, Mr. Johnson, our Chief Operating Officer, Mr. Linares, our Chief Financial Officer and two
members of our Board of Directors, Mr. Veatch and Mr. van Kesteren (the Affiliate Investors). The Convertible Debentures bear interest at 12% and originally matured on December 16, 2010. As part of the
transaction Cornelis Wit, Chief Executive Officer and Director and Guus van Kesteren, Director, purchased $4,350,000 and $160,000, respectively, principal amount of Debentures, which are convertible into 8,700,000 shares and 320,000 shares,
respectively, and received 8,700,000 and 320,000 warrants, respectively. Noesis Capital Corp. placement agent for the sale of our securities in various offerings since 1999 converted $100,000 in promissory notes and received 200,000 warrants to
purchase common stock of the Company. Atlantic Balanced Fund, a fund managed by Mentor Capital of which Fernando Montero, a director of OmniComm, is president, director and sole shareholder, converted $200,000 that was originally invested into a
round of financing of Secured Convertible Debentures in February 2008 and received 400,000 warrants to purchase common stock of the Company. Additionally the following officers and directors invested in the Convertible Debentures:
Mr. Smith $5,000, Mr. Johnson, $25,000, Mr. Veatch $15,000 and Mr. Linares $125,000. The officers and directors received 10,000, 50,000, 30,000 and 250,000 warrants to purchase shares of our common stock, respectively. The
Affiliate Investors waived their anti-dilution rights relating to the outstanding Convertible Debentures and warrants issued in this transaction as part of the terms and conditions of a Secured Convertible Debenture financing the Company completed
in September 2009. In addition, the Affiliate Investors extended the maturity date of their Convertible Debentures by three years to December 16, 2013.

On September 30, 2009, we sold, $1,400,000 principal amount Convertible Debentures (the Convertible Debentures) and common stock purchase warrants (the Convertible Debenture
Warrants) to purchase an aggregate of 5,600,000 shares of our common stock to four accredited investors including Mr. Wit, our Chief Executive Officer and a Director. The Convertible Debentures bear interest at 12% and are due on
March 30, 2011. As part of the transaction Mr. Wit purchased $1,100,000 principal amount of Convertible Debentures, which are convertible into 4,400,000 shares and received 4,400,000 warrants to purchase common stock of the Company.

On December 31, 2009, we sold, $1,490,000 principal amount Convertible Debentures (the Convertible Debentures) and common
stock purchase warrants (the Convertible Debenture Warrants) to purchase an aggregate of 5,960,000 shares of our common stock to three accredited investors including Mr. Wit, our Chief Executive Officer and a Director. The
Convertible Debentures bear interest at 12% and are due on June 30, 2011. As part of the transaction Mr. Wit purchased $1,440,000 principal amount of Convertible Debentures, which are convertible into 5,760,000 shares and received
5,760,000 warrants to purchase common stock of the Company.

During the year ended December 31, 2009, the Company issued 405,055 shares
of common stock to our Chairman and Chief Technology Officer Randall G. Smith. The shares were valued at prices ranging from $0.19 to $0.30 per share based on the closing share price of our common stock on the OTC Bulletin Board on the date of
each payroll. The shares of common stock were issued in lieu of salary for the year ended December 31, 2009 for salary totaling $109,182.



25



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##### Table of Contents

During the year ended December 31, 2010, the Company issued 573,796 shares of common stock to eleven
employees of the Company including our Chief Executive Officer, Chief Operating Officer, Chief Technology Officer and Chief Financial Officer. The shares were valued at prices ranging from $0.05 to $0.18 per share based on the closing share
price of our common stock on the OTC Bulletin Board on the date of each payroll. The shares of common stock were issued in lieu of salary for the year ended December 31, 2010 for salary totaling $43,105.

For the year ended December 31, 2010 we incurred $1,236,843 in interest expense payable to related parties, and we incurred $867,222 in interest
expense for the year ended December 31, 2009.

During 2009 we had an agreement with Noesis Capital under which they assisted 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 was obligated to pay $90,000 in
professional fees annually. The termination date of the agreement was December 31, 2009.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

The Audit Committee has selected Webb & Company, P.A. as our independent registered public accounting firm for the current fiscal year.
Representatives of Webb & Company are not expected to attend the 2011 Annual Meeting. Webb & Company has served as our independent registered public accounting firm since July 2010, and has audited our financial statements for
fiscal year 2010.

Greenberg & Company, LLC served as our independent registered public accounting firm for fiscal 2009.
Greenberg & Company served as our registered public accounting from July 1999 to June 2010. The following table sets forth the fees billed by our independent registered public accounting firm for each of our last two fiscal years for the
categories of services indicated.



|                   |  |             |         |  |             |   |         | 
|------------------ |  | ----------- | ------- |  | ----------- | - | ------- | 
|                   |  | Fiscal 2010 |         |  | Fiscal 2009 |  
|Audit Fees         |  | $           | 108,070 |  |             | $ | 93,500  | 
|Audit-Related Fees |  | $           | -0-     |  |             | $ | 15,000  | 
|Tax Fees           |  |             | 0       |  |             |   | 0       | 
|All Other Fees     |  |             | 0       |  |             |   | 0       | 
|                   |  |             |         |  |             |   |         | 
|Total              |  | $           | 108,070 |  |             | $ | 108,500 | 
|                   |  |             |         |  |             |   |         | 

Audit Fees

The aggregate audit fees billed by Webb and Co. for professional services rendered for the audit of our annual financial statements included in our annual
report on Form 10-K during the fiscal year ended December 31, 2010 were $49,864. The aggregate audit fees billed to us by Greenberg & Company for professional services rendered for the audit of our annual financial statements included
in our annual report on Form 10-K during the fiscal year ended December 31, 2009 were approximately $63,500. The aggregate audit fees billed to us by Webb and Co. for the review of quarterly financial statements included in our quarterly
reports on Form 10-Q for the quarters ending June 30, and September 30, 2010 were approximately $27,573. The aggregate audit fees billed to us by Greenberg & Company for the review of our quarterly report on Form 10-Q for the
quarter ending March 31, 2010 was $12,500 and $30,000 for the quarters ending March 31, June 30 and September 30, 2009. Greenberg & Company billed us $8,133 in audit fees relating to the amended filing of our Annual
Report on Form 10-K for the year ending December 31, 2009. In addition, Greenberg & Company billed us $10,000 in connection with audit fees related to our Annual Report filed on Form 10-K for the year ending December 31, 2010.

Audit Related Fees

For the
fiscal year ended December 31, 2010 the aggregate fees billed for assurance and related services by Webb and Co. relating to the performance of the audit of our financial statements which are not reported under the caption Audit
Fees above was $-0-. For the fiscal year ended December 31, 2009 the aggregate fees billed for assurance and related services by Greenberg & Company relating to the performance of the audit of our financial statements which are
not reported under the caption Audit Fees above was $15,000.



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##### Table of Contents

Tax Fees

For the fiscal year ended December 31, 2010 the aggregate fees bill for tax compliance, tax advice or tax planning was $0. For the fiscal year ended December 31, 2008 the aggregate fees billed
for tax related services was $0.

All Other Fees

Other than fees relating to the services described above under Audit Fees, Audit-Related Fees and Tax Fees, there were no additional fees billed by our principal
accountant for services rendered to us for the fiscal years ended December 31, 2010 or 2009.

Audit Committee Pre-Approval Policies

The charter of our Audit Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all
audit, audit related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent registered public accounting firm. Any pre-approved services that will involve fees or
costs exceeding pre-approved levels will also require specific pre-approval by the Audit Committee. Unless otherwise specified by the Audit Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following
pre-approval. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by our independent registered public accounting firm, the
purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

Our Audit Committee requires that our independent registered public accounting firm, in conjunction with our Chief Financial Officer, be responsible for
seeking pre-approval for providing services to us and that any request for pre-approval must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.

All of the services provided by Webb & Co. described above under the captions Audit-Related Fees and Tax Fees were
approved by our Audit Committee.

All of the work performed during the course of this audit was completed by full-time employees of Webb and
Co.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

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



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
NO. |  | DESCRIPTION                                                                                                                                                                                  
|2.1         |  | Agreement and Plan of Reorganization dated July 22, 1998 (1)                                                                                                                                 
|2.2         |  | Amendment to Agreement and Plan of Reorganization (2)                                                                                                                                        
|2.3         |  | Plan of Merger (3)                                                                                                                                                                           
|2.4         |  | Agreement and Plan of Acquisition of WebIPA dated January 26, 2000 (4)                                                                                                                       
|3.1         |  | Certificate of Incorporation (5)                                                                                                                                                             
|3.2         |  | Certificate of Designation  Series A Preferred Stock (6)                                                                                                                                    
|3.3         |  | Certificate of Increase  Series A Preferred Stock (7)                                                                                                                                       
|3.4         |  | Certificate of Designation  Series B Preferred Stock (8)                                                                                                                                    
|3.5         |  | Amendment to Certificate of Incorporation (9)                                                                                                                                                
|3.6         |  | By-laws (10)                                                                                                                                                                                 
|3.7         |  | Certificate of Amendment  Certificate of Designation  Series A Preferred Stock (11)                                                                                                        
|3.8         |  | Certificate of Amendment  Certificate of Incorporation (12)                                                                                                                                 
|3.9         |  | Certificate of Designation  Series C Preferred Stock (13)                                                                                                                                   
|3.10        |  | Certificate of Designation  Series D Preferred Stock (14)                                                                                                                                   
|4.1         |  | Form of Warrant Agreement including the Form of Warrant issued in connection with the Series B Preferred Stock offering (15)                                                                 
|4.2         |  | Form of Warrant Agreement including the Form of Warrant issued in connection with the Series C Preferred Stock offering (16)                                                                 
|4.3         |  | Form of 10% Convertible Note (17)                                                                                                                                                            
|4.4         |  | Form of Placement Agent Unit Option issued to Commonwealth Associates, LP in connection with the Series B Preferred Stock offering (18)                                                      
|4.5         |  | Form of Placement Agent Unit Option issued to Noesis Capital Corp. in connection with the Series C Preferred Stock offering (19)                                                             
|10.1        |  | Employment Agreement and Stock Option Agreement between the Company and Randall G. Smith (20)                                                                                                
|10.2        |  | Employment Agreement and Stock Option Agreement between the Company and Ronald T. Linares (21)                                                                                               
|10.3        |  | 1998 Stock Incentive Plan (22)                                                                                                                                                               
|10.4        |  | Standard Agreement  Proprietary Protection (23)                                                                                                                                             
|10.6        |  | Employment Agreement and Stock Option Agreement between the Company and Cornelis F. Wit (24)                                                                                                 
|10.7        |  | Amendment to Employment Agreement between the Company and Cornelis F. Wit (25)                                                                                                               
|10.9        |  | Amendment to Employment Agreement between the Company and Randall G. Smith (26)                                                                                                              
|10.10       |  | Amendment to Employment Agreement between the Company and Ronald T. Linares (27)                                                                                                             
|10.20       |  | Lease Agreement for principal offices dated March 24, 2006 between OmniComm Systems, Inc. and RFP Mainstreet 2101 Commercial, LLC (28)                                                       
|10.21       |  | Employment Agreement and Stock Option Agreement between the Company and Stephen E. Johnson dated September 4, 2006 (29)                                                                      
|10.23       |  | Form of Debenture dated February 29, 2008 (30)                                                                                                                                               
|10.24       |  | Form of Warrant February 29, 2008 (31)                                                                                                                                                       
|10.27       |  | Form of Debenture dated August 29, 2008 (32)                                                                                                                                                 
|10.28       |  | Form of Warrant dated August 29, 2008 (33)                                                                                                                                                   
|10.29       |  | Securities Purchase Agreement dated December 16, 2008 by and between OmniComm Systems, Inc. and each individual or entity named on an executed counterpart of the signature page
thereto (34)
|10.30       |  | Form of Debenture dated December 16, 2008 (35)                                                                                                                                               
|10.31       |  | Form of Warrant December 16, 2008 (36)                                                                                                                                                       
|10.32       |  | Asset Purchase Agreement with eResearch Technology, Inc. dated June 23, 2009. (37)                                                                                                           



28



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##### Table of Contents

|      |  |                                                                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33 |  | Transition Service Agreement with eResearch Technology, Inc. dated June 23, 2009 (38)                                                                                                         
|10.34 |  | Lock-up and Registration Rights Agreement with eResearch Technology, Inc. dated June 23, 2009 (39)                                                                                            
|10.35 |  | Agreement by and between OmniComm, Ltd. and Logos Technologies, Ltd dated August 3, 2009 (40)                                                                                                 
|10.36 |  | Securities Purchase Agreement dated September 30, 2009 by and between OmniComm Systems, Inc. and each individual or entity named on an executed counterpart of the signature page
thereto (41)
|10.37 |  | Form of Debenture dated September 30, 20 (42)                                                                                                                                                 
|10.38 |  | Form of Warrant dated September 30, 2009 (43)                                                                                                                                                 
|10.40 |  | Subscription Agreement for the Series D Preferred Stock dated November 30, 2010 by and between OmniComm Systems, Inc. and Cornelis F. Wit (44)                                                
|10.41 |  | Promissory note payable to Cornelis F. Wit dated September 30, 2010*                                                                                                                          
|10.42 |  | Promissory note payable to Cornelis F. Wit dated December 31, 2010*                                                                                                                           
|10.43 |  | Promissory note payable to Cornelis F. Wit dated December 31, 2010*                                                                                                                           
|14    |  | OmniComm Systems, Inc. Code of Ethics (45)                                                                                                                                                    
|21    |  | Subsidiaries of the Company*                                                                                                                                                                  
|23.1  |  | Consent of Greenberg & Co. LLC*                                                                                                                                                               
|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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                      



29



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##### Table of Contents

|1 | Incorporated by reference to Exhibit 2 filed with our Report on Form 8-K dated March 3, 1999.
|- | ---------------------------------------------------------------------------------------------

|2 | Incorporated by reference to Exhibit 2(c) filed with our Registration Statement on Form 10-SB dated December 22, 1998.
|- | ----------------------------------------------------------------------------------------------------------------------

|3 | Incorporated by reference to Exhibit 2(c) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
|- | --------------------------------------------------------------------------------------------------------------------------

|4 | Incorporated by reference to Exhibit 2 filed with our Report on Form 8-K dated February 9, 2000.
|- | ------------------------------------------------------------------------------------------------

|5 | Incorporated by reference to Exhibit 3(a) filed with our Registration Statement on Form SB-2 dated February 6, 1997.
|- | --------------------------------------------------------------------------------------------------------------------

|6 | Incorporated by reference to Exhibit 4(b) filed with our amended Registration Statement on Form 10-SB dated August 25, 1999.
|- | ----------------------------------------------------------------------------------------------------------------------------

|7 | Incorporated by reference to Exhibit 4(c) filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
|- | --------------------------------------------------------------------------------------------------------------------------------

|8 | Incorporated by reference to Exhibit 4(D) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
|- | ------------------------------------------------------------------------------------------------------------------------------

|9 | Incorporated by reference to Exhibit 4(E) filed with our Registration Statement on Form SB-2 dated December 27, 2001.
|- | ---------------------------------------------------------------------------------------------------------------------

|10 | Incorporated by reference to Exhibit 3(b) filed with our Registration Statement on Form SB-2 dated February 6, 1997.
|-- | --------------------------------------------------------------------------------------------------------------------

|11 | Incorporated by reference to Exhibit 3.7 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
|-- | -------------------------------------------------------------------------------------------------------------------------------

|12 | Incorporated by reference to Exhibit 3.8 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
|-- | -------------------------------------------------------------------------------------------------------------------------------

|13 | Incorporated by reference to Exhibit 3.9 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
|-- | -------------------------------------------------------------------------------------------------------------------------------

|14 | Incorporated by reference to Exhibit 3.10 filed with our Form 8-K dated November 30, 2010
|-- | -----------------------------------------------------------------------------------------

|15 | Incorporated by reference to Exhibit 4.1 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | --------------------------------------------------------------------------------------------------------------------------

|16 | Incorporated by reference to Exhibit 4.2 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | --------------------------------------------------------------------------------------------------------------------------

|17 | Incorporated by reference to Exhibit 4.3 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | --------------------------------------------------------------------------------------------------------------------------

|18 | Incorporated by reference to Exhibit 4.4 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | --------------------------------------------------------------------------------------------------------------------------

|19 | Incorporated by reference to Exhibit 4.5 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | --------------------------------------------------------------------------------------------------------------------------

|20 | Incorporated by reference to Exhibit 10(a)(i) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
|-- | ----------------------------------------------------------------------------------------------------------------------------------

|21 | Incorporated by reference to Exhibit 10(a)(iii) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
|-- | ------------------------------------------------------------------------------------------------------------------------------------

|22 | Incorporated by reference to Exhibit 10(c) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
|-- | ---------------------------------------------------------------------------------------------------------------------------

|23 | Incorporated by reference to Exhibit 10(f) filed with our amended Registration Statement on Form 10-SB dated August 25, 1999.
|-- | -----------------------------------------------------------------------------------------------------------------------------

|24 | Incorporated by reference to Exhibit 10.7 filed with our Form 10-Q for the period ended June 30, 2002.
|-- | ------------------------------------------------------------------------------------------------------

|25 | Incorporated by reference to Exhibit 10.8 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|-- | ---------------------------------------------------------------------------------------------------------------------------

|26 | Incorporated by reference to Exhibit 10.9 filed with our Form 10-Q for the period ended September 30, 2004.
|-- | -----------------------------------------------------------------------------------------------------------

|27 | Incorporated by reference to Exhibit 10.10 filed with our Form 10-Q for the period ended September 30, 2004.
|-- | ------------------------------------------------------------------------------------------------------------

|28 | Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended June 30, 2006.
|-- | ------------------------------------------------------------------------------------------------------

|29 | Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended September 30, 2006.
|-- | -----------------------------------------------------------------------------------------------------------

|30 | Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated March 5, 2008.
|-- | --------------------------------------------------------------------------------------

|31 | Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated March 5, 2008.
|-- | --------------------------------------------------------------------------------------

|32 | Incorporated by reference to Exhibit 4.8 filed with our Form 10-K dated December 31, 2009
|-- | -----------------------------------------------------------------------------------------

|33 | Incorporated by reference to Exhibit 4.9 filed with our Form 10-K dated December 31, 2009
|-- | -----------------------------------------------------------------------------------------

|34 | Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated December 17, 2008
|-- | -----------------------------------------------------------------------------------------

|35 | Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated December 17, 2008
|-- | -----------------------------------------------------------------------------------------

|36 | Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated December 17, 2008
|-- | -----------------------------------------------------------------------------------------

|37 | Incorporated by reference to Exhibit 10.26 filed with our Form 8-K dated June 26, 2009
|-- | --------------------------------------------------------------------------------------

|38 | Incorporated by reference to Exhibit 10.27 filed with our Form 8-K dated June 26, 2009
|-- | --------------------------------------------------------------------------------------

|39 | Incorporated by reference to Exhibit 10.28 filed with our Form 8-K dated June 26, 2009
|-- | --------------------------------------------------------------------------------------

|40 | Incorporated by reference to Exhibit 10.29 filed with our Form 8-K dated August 4, 2009
|-- | ---------------------------------------------------------------------------------------

|41 | Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated October 5, 2009
|-- | ---------------------------------------------------------------------------------------

|42 | Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated October 5, 2009
|-- | ---------------------------------------------------------------------------------------

|43 | Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated October 5, 2009
|-- | ---------------------------------------------------------------------------------------

|44 | Incorporated by reference to Exhibit 10.32 filed with our Form 8-K dated November 30, 2010
|-- | ------------------------------------------------------------------------------------------

|45 | Incorporated by reference to our Proxy Statement filed on June 9, 2003.
|-- | -----------------------------------------------------------------------



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

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



30



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 27,2011



OMNICOMM SYSTEMS, INC.By:

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

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


Pursuant to the requirements of the Securities Exchange Act of 1934, 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 Cornelis F. Wit     |  | Chief (Principal) Executive Officer and Director   |  | April 27, 2011
|                                        |  |                                                   
|/s/ Randall G. Smith Randall G. Smith   |  | Chairman, Chief Technology Officer                 |  | April 27, 2011
|                                        |  |                                                   
|/s/ Ronald T. Linares Ronald T. Linares |  | Chief (Principal) Accounting and Financial Officer |  | April 27, 2011
|                                        |  |                                                   
|/s/ Guus van Kesteren Guus van Kesteren |  | Director                                           |  | April 27, 2011
|                                        |  |                                                   
|/s/ Matthew D. Veatch Matthew D. Veatch |  | Director                                           |  | April 27, 2011
|                                        |  |                                                   
|/s/ Fernando Montero Fernando Montero   |  | Director                                           |  | April 27, 2011



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                               
|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