SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COMVEST VENTURE PARTNERS LP

(Last)

(First)

(Middle)

830 THIRD AVENUE

8TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICOMM SYSTEMS INC [ OMCM.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001 per share	02/02/2005		S		333,000	D	$0.19	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	02/08/2005		S		420,000	D	$0.19	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	02/09/2005		S		624,470	D	$0.19	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	02/17/2005		C		800,000	A	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	02/17/2005		S		800,000	A	$0.19	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	06/20/2006		C		515,433	A	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	06/13/2006		O		1,710,509	A	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	06/20/2006		C		377,402	A	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Common Stock, par value $.001 per share	06/20/2006		C		143,227	A	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	$0.25	09/04/2003		C			5,000	09/04/2003	08/31/2006	Common Stock	200,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Series B Convertible Preferred Stock	$0.25	09/30/2003		C			12,500	09/30/2003	08/31/2006	Common Stock	500,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	12/02/2003		C			12,500	12/02/2003	08/31/2006	Common Stock	500,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	01/13/2004		C			12,500	01/13/2004	08/31/2006	Common Stock	500,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	08/19/2004		C			12,500	08/19/2004	08/31/2006	Common Stock	500,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	02/17/2005		C			20,000	02/17/2005	08/31/2006	Common Stock	800,000	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	06/20/2006		C			11,300	06/20/2006	08/31/2006	Common Stock	257,716	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Warrants to purchase common stock	$0.25	06/20/2006		O			452,000	06/20/2006	08/31/2006	Common Stock	257,717	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Warrants to purchase common stock	$0.25	06/13/2006		O			3,000,000	06/13/2006	08/31/2006	Common Stock	1,710,509	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Warrants to purchase common stock	$0.25	06/20/2006		O			330,960	06/20/2006	08/31/2006	Common Stock	188,701	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	06/20/2006		C			8,274	06/20/2006	08/31/2006	Common Stock	188,701	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Warrants to purchase common stock	$0.25	06/20/2006		O			125,600	06/20/2006	08/31/2006	Common Stock	71,614	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Series B Convertible Preferred Stock	$0.25	06/20/2006		C			3,140	06/20/2006	08/31/2006	Common Stock	71,613	$0.25	2,746,571⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

COMVEST VENTURE PARTNERS LP

(Last)

(First)

(Middle)

830 THIRD AVENUE

8TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Commonwealth Associates Liquidation LLC

(Last)

(First)

(Middle)

ONE NORTH CLEMANTIS STREET

SUITE 300

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Commonwealth Associates Management Company, Inc.

(Last)

(First)

(Middle)

ONE NORTH CLEMANTIS STREET

SUITE 300

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ComVest Group Holdings, LLC

(Last)

(First)

(Middle)

ONE NORTH CLEMANTIS STREET

SUITE 300

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On the date hereof, the Reporting Person has a direct beneficial ownership interest in 2,225,942 shares of Common Stock.

2. On the date hereof, ComVest Management, LLC ("ComVest Management") has an indirect beneficial ownership interest in 2,225,942 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which ComVest Management may be deemed to beneficially own by virtue of the fact that it is the general partner of the Reporting Person.

3. On the date hereof, ComVest Group Holdings, LLC ("CGH") has an indirect beneficial ownership interest in 2,225,942 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which CGH may be deemed to beneficially own by virtue of the fact that it is the sole member of ComVest Management, general partner of the Reporting Person.

4. On the date hereof, Commonwealth Associates Liquidation, LLC ("CAL"), has a direct beneficial ownership interest in 377,402 shares of Common Stock.

5. On the date hereof, Michael Falk ("Falk") has (i) an indirect beneficial ownership interest in 2,746,571 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which Falk may be deemed to beneficially own by virtue of the fact that he is the Chairman and principal member of CGH; (ii) a direct beneficial ownership interest in 143,227 shares of Common Stock; and (iii) an indirect beneficial ownership interest in 377,402 shares of Common Stock, which are directly beneficially owned by CAL, which Falk may be deemed to beneficially own by virtue of the fact that Falk is the principal stockholder of Commonwealth Associates Management Company, Inc. (the managing member of CAL).

	COMVEST VENTURE PARTNERS, L.P., By: ComVest Management LLC, its general partner	02/17/2006
	COMMONWEALTH ASSOCIATES LIQUIDATION, LLC, By: Commonwealth Associates Management Company, Inc., its managing member, By: /s/Michael S. Falk, Principal Stockholder	02/17/2006
	COMMONWEALTH ASSOCIATES MANAGEMENT COMPANY, INC., By: /s/Michael S. Falk, Principal Stockholder	02/17/2006
	COMVEST GROUP HOLDINGS, LLC, By: /s/Michael S. Falk, Chairman	02/17/2006
	COMVEST VENTURE PARTNERS, LP, By: ComVest Management, LLC, its general partner, By: /s/Michael S. Falk, Managing Member	02/17/2006
	COMVEST MANAGEMENT, LLC, By: ComVest Group Holdings, LLC, its sole member, By: /s/Michael S. Falk, Managing Member	02/17/2006
	Michael S. Falk, individually	02/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.