EXHIBIT 23.1

INDEPENDENT AUDITOR’S CONSENT

To the Board of Directors

OmniComm Systems, Inc.

We consent to the use in this Registration Statement of OmniComm Systems, Inc. on Form SB-2 of our report dated February 10, 2006, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/S/ GREENBERG & COMPANY LLC

Greenberg & Company LLC

Springfield, N.J.

April 21, 2006