8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)

                    of the Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported): September 21, 2001



                            OmniComm Systems, Inc.
            (Exact Name of Registrant as Specified in its Charter)

                                                                   
Delaware                                       0-25203                               11-3349762
(State or Other Jurisdiction of         (Commission File Number)         (IRS Employer Identification No.)
       Incorporation)

         3250 Mary Street, Suite
          #402, Miami, Florida                                                          33133
(Address of Principal Executive Offices)                                              (Zip Code)



                                (305) 448-4700
             (Registrant's telephone number, including area code)


         (Former Name or Former Address, if Changed Since Last Report)



ITEM 5. Other Events.

In a release dated September 25, 2001, OmniComm Systems, Inc. (OTC:BB: OMCM)
announced that it had completed a $2 million equity private placement.
Commonwealth Associates, L.P. of New York acted as placement agent and ComVest
Venture Partners, L.P. acted as lead investor in the round.

The private placement is comprised of 20 units, consisting of the Company's 8%
Series B Convertible Preferred Stock and stock warrants.  The units are each
convertible into 400,000 shares of the Company's common stock, and five year
warrants to purchase 400,000 shares of the Company's Common Stock.
Approximately $330,000 of existing debt of the Company was converted into the
financing.

A news release is attached as Exhibit 99.

ITEM 6. Resignation of Registrant's Directors

Jan Vandamme resigned as a director of OmniComm Systems, Inc. effective
September 19, 2001.  Taking Mr. Vandamme's place on the Board of Directors is
Harold Blue, Executive Vice President and Chief Operating Officer of
Commonwealth Associates.

ITEM 7. Exhibits.

Exhibit 99 News Release dated September 25, 2001 is attached.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 OMNICOMM SYSTEMS, INC.


Dated: September, 25, 2001       By:/s/ David Ginsberg, D.O.
--------------------------          ------------------------
                                    David Ginsberg, D.O.
                                 President, Chief Executive Officer and Director

EX-99

                                  EXHIBIT 99

            OMNICOMM SYSTEMS, INC. SECURES FINANCING OF $2 MILLION

MIAMI--(BWHealthWire)--September 25, 2001--OmniComm(SM) Systems, Inc.
(OTCBB:OMCM- news) of Miami, Florida, a leading provider of Web-based clinical
trial solutions for the pharmaceutical and healthcare industries today announces
that it has completed a $2 million equity private placement. Commonwealth
Associates, L.P. of New York acted as placement agent and ComVest Venture
Partners, L.P. acted as lead investor in the round.

The private placement is comprised of  20 units, consisting of the Company's 8%
Series B Convertible Preferred Stock and stock warrants.  The units  are each
convertible into 400,000 shares of the Company's common stock, and five year
warrants to purchase 400,000 shares of the Company's Common Stock.
Approximately $330,000 of existing debt of the Company was converted into the
financing.

Dr. David Ginsberg, CEO of OmniComm remarked, "Commonwealth's financial
commitment will allow us to continue to execute our business plan."  Ginsberg
added, "We believe our technology will continue to gain wide acceptance in the
clinical research industry.  Our clients are experiencing dramatic results,
especially in the area of moving their drugs through the development process
faster, with cleaner, more accurate data."

About OmniComm

OmniComm(SM) (http://www.omnicomm.com) has developed a distinctive business
model designed to integrate health information systems and coordinate the
processes necessary to utilize health information. OmniComm is uniquely
positioned to participate in and benefit from the burgeoning growth in the
pharmaceutical, biotech, and medical device industry. OmniComm has developed an
Internet-based approach to integrate the significant components -- data
collection, validation, and reporting -- of the clinical trial process into a
seamless process that is considerably less expensive, faster and better than the
conventional method of conducting clinical trials.

The TrialMaster(R) application (http://www.trialmaster.com) provides trial
sponsors with a Web-based data and trial management solution that greatly
increases the efficiency, security and integrity of clinical research and thus
significantly reduces the time and expense involved in conducting a trial.

Statements about OmniComm's future expectations, including without limitation,
future revenues and earnings, plans and objectives for the future operations,
future agreements, future economic performance, operations and all other
statements in this press release other than historical facts are "forward-
looking statements'' within the meaning of Section 27A of the Securities Act of
1933, Section 21E of the Securities Exchange Act of 1934, and as that term is
defined in the Private Securities Litigation Reform Act of 1995. OmniComm
intends that such forward-looking statements be subject to the Safe Harbors
created thereby. Since these statements involve risks and uncertainties,
including but not limited to economic, competitive, governmental, contractual
and technological factors affecting OmniComm's operations, markets and
profitability, actual results could differ materially and adversely from the
expected results.

______________
Contact:

OmniComm Systems, Inc., Miami, Florida
Peter Lash, JD 305/448-4700
invr@omnicomm.com