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 4TH FLOOR (Street) NEW YORK NY 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) 10/04/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.001 per share	10/04/2004		S		35,000	D	$0.2	7,079,238(2)(3)(4)	D(1)
Common Stock, par value $.001 per share	10/06/2004		S		22,178	D	$0.2	7,079,238(2)(3)(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* COMVEST VENTURE PARTNERS LP (Last) (First) (Middle) 830 THIRD AVENUE 4TH FLOOR (Street) NEW YORK NY 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* FALK MICHAEL (Last) (First) (Middle) 830 THIRD AVENUE 4TH FLOOR (Street) NEW YORK NY 10017 (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 6,166,118 shares of Common Stock, consisting of: (a) 1,462,118 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock.

2. On the date hereof, ComVest Management, LLC ("ComVest Management") has an indirect beneficial ownership interest in 6,166,118 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, consisting of: (a) 1,462,118 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock;

3. On the date hereof, Commonwealth Associates Group Holdings, LLC ("CAGH") has an indirect beneficial ownership interest in 6,166,118 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which CAGH 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, consisting of: (a) 1,462,118 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock;

4. On the date hereof, Michael Falk ("Falk") has (i) an indirect beneficial ownership interest in 6,166,118 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 CAGH; (ii) a direct beneficial ownership interest in 251,200 shares of Common Stock; and (iii) an indirect beneficial ownership interest in 661,920 shares of Common Stock, which are directly beneficially owned by Commonwealth Associates Liquidation, LLC ("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), each beneficial ownership interest consisting of Common Stock, Series B Preferred Stock convertible into Common Stock and Warrants to purchase Common Stock.

	Michael S. Falk	10/07/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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