##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A-2







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

For the fiscal year ended December 31, 2009



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

Commission File No. 0-25203





OmniComm
Systems, Inc.

(Exact name of registrant as specified in its charter)







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

2101 West Commercial Blvd, Suite
4000

Ft. Lauderdale, FL 33309

(Address of principal executive offices)

(954)473-1254

(Registrants telephone number, including area code)





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

None

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

Common Stock, $0.001 par value per share

(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).     ̈  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.   ̈

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
|September 30, 2010 |  | 59,834,663                              |  | $14,958,666           

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

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



|               |  |                                          |  |                   
|-------------- |  | ---------------------------------------- |  | ------------------
|Date           |  | Class                                    |  | Outstanding Shares
|March 26, 2010 |  | Common Stock, $0.001 par value per share |  | 85,507,699        









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##### Table of Contents

OMNICOMM SYSTEMS, INC.

ANNUAL REPORT ON

FORM 10-K/A-2

FOR THE YEAR ENDED DECEMBER 31, 2009

Table of Contents



|            |  |                          |    |      |   | 
|----------- |  | ------------------------ | -- | ---- | - | 
|            |  |                          |    | Page |  
|Part II     | 
|            |  |                         
|Item 9A(T). |  | Controls and Procedures. |    |      | 4 | 
|            | 
|Part IV     |  |                          | 5  |     
|            | 
|Exhibits    |  |                          | 5  |     
|            | 
|Signatures  |  |                          | 10 |     



2



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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2009 contains corrected disclosures in
Item 9A(T)  Controls and Procedures correcting the disclosure language contained in the Annual Report on Form 10-K for the year ended December 31, 2009 as originally filed with the Securities and Exchange Commission on March 31,
2010. This amended Form 10-K also contains currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2, 32.1 and 32.2. Except for the exhibits referenced in the preceding sentence,
the exhibits included in Item 15 of this report speak as of the date of the original filing.

Except as described above
no other information in the original filing has been updated and this Amendment continues to speak as of the date of the original filing. Other events occurring after the filing of the original filing or other disclosures necessary to reflect
subsequent events have been or will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the original filing. Accordingly, this Form 10K/A-2 should be read in conjunction with such reports.



3



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|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, being
December 31, 2009, the Companys principal executive officer and principal financial officer initially concluded that the Companys disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act) were effective such that the information relating to OmniComm, including our consolidating subsidiaries, required to be disclosed by the Company in reports that it files or submits under the
Exchange Act (1) was recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) was accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As described
elsewhere herein, in August 2010 we determined that our financial statements for the year ended December 31, 2009 could not be relied upon because we incorrectly recorded accounts receivables from certain client contracts and deferred revenue
from them which should have not been reported. Because of this error, our principal executive officer and our principal financial officer have subsequently concluded that our disclosure controls and procedures were not effective at December 31,
2009 as a result of the material weakness in our internal control over financial reporting which led to the restatement of our financial statements. A material weakness is a control deficiency, or combination of control deficiencies, that results in
more than a remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected.

Managements Report on Internal Control over Financial Reporting

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

Management assessed the effectiveness of
OmniComms internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Based on the assessment using those criteria, management initially concluded that the internal control over financial reporting was effective as of December 31, 2009. Subsequent to year end, however, we
have determined that certain customer receivables totaling $2,425,423, that were recorded at December 31, 2009 should instead have been recorded in January 2010. The receivables in question relate to client contracts for on-going projects that,
although long-term in nature, are considered executory contracts under generally accepted accounting principles since services are expected to be rendered on a go-forward basis. Given this accounting treatment, the client billings should have been
recorded as a receivable and in turn a deferred revenue obligation in the month the obligations are expected to be collected. In addition, $108,641 was removed from AR as credit was issued in year 2010. As a result of this error, we have restated
our consolidated balance sheet at December 31, 2009 and our consolidated statement of cash flows for the year ended December 31, 2009. Because of this accounting error, our management has determined that as of December 31, 2009 there
was a material weakness in our internal control over financial reporting as a result of our inability to properly record accounts receivable and deferred revenue based upon the terms of our contracts with our client contracts. Because of this
material weakness, our principal executive officer and our principal financial officer have concluded that our internal controls over financial reporting were not effective at December 31, 2009 as a result of the material weakness which led to
the restatement of our financial statements. In order to remediate this weakness, we will institute improved procedures to ensure that accounts receivable and deferred revenue are properly recorded in accordance with generally accepted accounting
principles.

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

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.



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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
|--- | --------



|           |  |                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNO. |  | 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)                                                                             
|           | 
|4.1        |  | Form of Warrant Agreement including the Form of Warrant issued in connection with the Series B Preferred Stock offering (24)           
|           | 
|4.2        |  | Form of Warrant Agreement including the Form of Warrant issued in connection with the Series C Preferred Stock offering (25)           
|           | 
|4.3        |  | Form of 10% Convertible Note (26)                                                                                                      
|           | 
|4.4        |  | Form of Placement Agent Unit Option issued to Commonwealth Associates, LP in connection with the Series B Preferred Stock offering (27)
|           | 
|4.5        |  | Form of Placement Agent Unit Option issued to Noesis Capital Corp. in connection with the Series C Preferred Stock offering (28)       
|           | 
|10.1       |  | Employment Agreement and Stock Option Agreement between the Company and Randall G. Smith (14)                                          
|           | 
|10.2       |  | Employment Agreement and Stock Option Agreement between the Company and Ronald T. Linares (15)                                         



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|      |  |                                                                                                                                                                                              
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | 1998 Stock Incentive Plan (16)                                                                                                                                                               
|      | 
|10.4  |  | Medical Advisory Board Agreement (17)                                                                                                                                                        
|      | 
|10.5  |  | Standard Agreement  Proprietary Protection (18)                                                                                                                                             
|      | 
|10.6  |  | Employment Agreement and Stock Option Agreement between the Company and Cornelis F. Wit (19)                                                                                                 
|      | 
|10.7  |  | Employment Agreement and Stock Option Agreement between the Company and Charles Beardsley (20)                                                                                               
|      | 
|10.8  |  | Amendment to Employment Agreement between the Company and Cornelis F. Wit (21)                                                                                                               
|      | 
|10.9  |  | Amendment to Employment Agreement between the Company and Randall G. Smith (29)                                                                                                              
|      | 
|10.10 |  | Amendment to Employment Agreement between the Company and Ronald T. Linares (30)                                                                                                             
|      | 
|10.11 |  | Promissory Note issued to Guus van Kesteren (31)                                                                                                                                             
|      | 
|10.12 |  | Promissory Note issued to Cornelis F. With (32)                                                                                                                                              
|      | 
|10.13 |  | Amended and Restated Promissory Note between the Company and Cornelis F. Wit, dated March 31, 2005 (33)                                                                                      
|      | 
|10.14 |  | Promissory Note between the Company and Cornelis F. Wit, dated June 30, 2005 (34)                                                                                                            
|      | 
|10.15 |  | Promissory Note between the Company and Guus van Kesteren, dated June 30, 2005 (35)                                                                                                          
|      | 
|10.16 |  | Promissory Note between the Company and Ronald T. Linares, dated June 30, 2005 (36)                                                                                                          
|      | 
|10.17 |  | Amended and Restated Promissory Note between the Company and Cornelis F. Wit, dated December 31, 2005 (43)                                                                                   
|      | 
|10.18 |  | Amended and Restated Promissory Note between the Company and Guus van Kesteren, dated December 31, 2005. (44)                                                                                
|      | 
|10.19 |  | Promissory Note between the Company and Cornelis F. Wit, dated October 11, 2005. (45)                                                                                                        
|      | 
|10.20 |  | Lease Agreement for principal offices dated March 24, 2006 between OmniComm Systems, Inc. and RFP Mainstreet 2101 Commercial, LLC (37)                                                       
|      | 
|10.21 |  | Employment Agreement and Stock Option Agreement between the Company and Stephen E. Johnson dated September 4, 2006 (38)                                                                      
|      | 
|10.22 |  | Securities Purchase Agreement dated February 29, 2008 by and between OmniComm Systems, Inc. and each individual or entity named on an executed counterpart of the signature page
thereto (39)
|      | 
|10.23 |  | Form of Debenture dated February 29, 2008 (40)                                                                                                                                               
|      | 
|10.24 |  | Form of Warrant February 29, 2008 (41)                                                                                                                                                       
|      | 
|10.25 |  | Security Interest Agreement dated February 29, 2008 by and between OmniComm System, Inc. and the investors set forth on Schedule 1 thereto (42)                                              



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|      |  |                                                                                                                                                                                             
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26 |  | Amendment dated August 29, 2008 by and between OmniComm Systems, Inc. and Gemini Master Fund, Ltd. (49)                                                                                     
|      | 
|10.27 |  | Form of Debenture dated August 29, 2008 (50)                                                                                                                                                
|      | 
|10.28 |  | Form of Warrant dated August 29, 2008(51)                                                                                                                                                   
|      | 
|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(46)
|      | 
|10.30 |  | Form of Debenture dated December 16, 2008(47)                                                                                                                                               
|      | 
|10.31 |  | Form of Warrant December 16, 2008(48)                                                                                                                                                       
|      | 
|14    |  | OmniComm Systems, Inc. Code of Ethics (22)                                                                                                                                                  
|      | 
|21    |  | Subsidiaries of the Company.***                                                                                                                                                             
|      | 
|31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as
amended.*                 
|      | 
|31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as
amended.*                 
|      | 
|32.1  |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002**                                         
|      | 
|32.2  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002**                                         
|      | 
|99.1  |  | OmniComm Systems, Inc. Audit Committee Charter (23)                                                                                                                                         



|(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.
|---- | --------------------------------------------------------------------------------------------------------------------



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|(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 10(a)(i) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
|---- | ----------------------------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to Exhibit 10(a)(iii) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to Exhibit 10(c) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to Exhibit 10(e) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to Exhibit 10(f) filed with our amended Registration Statement on Form 10-SB dated August 25, 1999.
|---- | -----------------------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to Exhibit 10.7 filed with our Form 10-Q for the period ended June 30, 2002.
|---- | ------------------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to Exhibit 10.8 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(21) | Incorporated by reference to Exhibit 10.8 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(22) | Incorporated by reference to our Proxy Statement filed on June 9 2003.
|---- | ----------------------------------------------------------------------

|(23) | Incorporated by reference to our Proxy Statement filed on June 9 2003.
|---- | ----------------------------------------------------------------------

|(24) | Incorporated by reference to Exhibit 4.1 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | --------------------------------------------------------------------------------------------------------------------------

|(25) | Incorporated by reference to Exhibit 4.2 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | --------------------------------------------------------------------------------------------------------------------------

|(26) | Incorporated by reference to Exhibit 4.3 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | --------------------------------------------------------------------------------------------------------------------------

|(27) | Incorporated by reference to Exhibit 4.4 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | --------------------------------------------------------------------------------------------------------------------------

|(28) | Incorporated by reference to Exhibit 4.5 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
|---- | --------------------------------------------------------------------------------------------------------------------------

|(29) | Incorporated by reference to Exhibit 10.9 filed with our Form 10-Q for the period ended September 30, 2004.
|---- | -----------------------------------------------------------------------------------------------------------

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

|(31) | Incorporated by reference to Exhibit 10.11 filed with our Form 10-Q for the period ended September 30, 2004.
|---- | ------------------------------------------------------------------------------------------------------------

|(32) | Incorporated by reference to Exhibit 10.12 filed with our Form 10-Q for the period ended September 30, 2004.
|---- | ------------------------------------------------------------------------------------------------------------

|(33) | Incorporated by reference to Exhibit 10.13 filed with our Form 10-Q for the period ended March 31, 2005.
|---- | --------------------------------------------------------------------------------------------------------



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|(34) | Incorporated by reference to Exhibit 10.14 filed with our Form 10-Q for the period ended June 30, 2005.
|---- | -------------------------------------------------------------------------------------------------------

|(35) | Incorporated by reference to Exhibit 10.15 filed with our Form 10-Q for the period ended June 30, 2005.
|---- | -------------------------------------------------------------------------------------------------------

|(36) | Incorporated by reference to Exhibit 10.16 filed with our Form 10-Q for the period ended September 30, 2005.
|---- | ------------------------------------------------------------------------------------------------------------

|(37) | Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended June 30, 2006.
|---- | ------------------------------------------------------------------------------------------------------

|(38) | Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended September 30, 2006.
|---- | -----------------------------------------------------------------------------------------------------------

|(39) | Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated March 5, 2008.
|---- | --------------------------------------------------------------------------------------

|(40) | Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated March 5, 2008.
|---- | --------------------------------------------------------------------------------------

|(41) | Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated March 5, 2008.
|---- | --------------------------------------------------------------------------------------

|(42) | Incorporated by reference to Exhibit 10.4 filed with our Form 8-K dated March 5, 2008.
|---- | --------------------------------------------------------------------------------------

|(43) | Incorporated by reference to Exhibit 10.17 filed with our Form 10-K dated December 31, 2005.
|---- | --------------------------------------------------------------------------------------------

|(44) | Incorporated by reference to Exhibit 10.18 filed with our Form 10-K dated December 31, 2006.
|---- | --------------------------------------------------------------------------------------------

|(45) | Incorporated by reference to Exhibit 10.19 filed with our form 10-K dated December 31, 2007.
|---- | --------------------------------------------------------------------------------------------

|(46) | Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated December 17, 2008
|---- | -----------------------------------------------------------------------------------------

|(47) | Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated December 17, 2008
|---- | -----------------------------------------------------------------------------------------

|(48) | Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated December 17, 2008
|---- | -----------------------------------------------------------------------------------------

|(49) | Incorporated by reference to Exhibit 10.24 filed with our Form 10-K dated December 31, 2009
|---- | -------------------------------------------------------------------------------------------

|(50) | Incorporated by reference to Exhibit 4.8 filed with our Form 10-K dated December 31, 2009
|---- | -----------------------------------------------------------------------------------------

|(51) | Incorporated by reference to Exhibit 4.9 filed with our Form 10-K dated December 31, 2009
|---- | -----------------------------------------------------------------------------------------

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

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

|*** | Previously filed
|--- | ----------------



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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 6, 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   |  | Chief (Principal) Executive     |  | April 6, 2011
|Cornelis F. Wit       |  | Officer, President and Director |  |              
|                      |  |                                
|/s/ Randall G. Smith  |  | Chairman, Chief                 |  | April 6, 2011
|Randall G. Smith      |  | Technology Officer              |  |              
|                      |  |                                
|/s/ Ronald T. Linares |  | Chief (Principal) Accounting    |  | April 6, 2011
|Ronald T. Linares     |  | and Financial Officer           |  |              
|                      |  |                                
|/s/ Guus van Kesteren |  | Director                        |  |              
|Guus van Kesteren     |  |                                 |  | April 6, 2011
|                      |  |                                
|/s/ Matthew D. Veatch |  | Director                        |  | April 6, 2011
|Matthew D. Veatch     |  |                                 |  |              
|                      |  |                                
|/s/ Fernando Montero  |  | Director                        |  | April 6, 2011
|Fernando Montero      |  |                                 |  |              



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Exhibit Index



|           |  |                                                                                                                                                                           
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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.
|           | 
|32.1       |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002                         
|           | 
|32.2       |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002                         



11