10QSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[Mark One]

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

for the quarterly period ended March 31 2006

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

for the transition period from                      to                     

Commission File Number: 0-25203

OmniComm Systems, Inc.

(Name of Small Business Issuer in its Charter)

Delaware	11-3349762
State of Incorporation	IRS Federal Employer Identification Number
2101 W. Commercial Blvd. Suite 4000, Ft. Lauderdale, FL	33309
Current Address of Principal Office	Zip Code
2555 Davie Road, Suite 110-B, Davie, FL	33317
Former Address of Principal Office	Zip Code

Registrant’s Telephone Number: 954.473.1254

Indicate by check mark whether the Issuer: (1) Filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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. Yes  x    No  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

The number of shares outstanding of each of the issuer’s classes of common equity as of May 11, 2006: 32,547,739 common stock $.001 par value.

TABLE OF CONTENTS TO THE QUARTERLY REPORT ON FORM 10-QSB FOR

THE THREE MONTHS ENDED MARCH 31, 2006

PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets – March 31, 2006 and December 31, 2005	3
Consolidated Statements of Operations – Three Months Ended March 31, 2006 and March 31, 2005	4
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2006 and March 31, 2005	5
Notes to Consolidated Unaudited Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Controls and Procedures	23
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits	24
SIGNATURES	25
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002– CEO Cornelis F. Wit
Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act OF 2002– CFO Ronald T. Linares
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002 – CEO - Cornelis F. Wit
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act OF 2002 – CFO - Ronald T. Linares

2

OMNICOMM SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2006			December 31, 2005
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	16,618		$	9,931
Accounts receivable, net of allowance for doubtful accounts of $58,539 and $58,539 in 2006 and 2005, respectively		467,954			234,565
Prepaid expenses		11,540			2,394
Total current assets		496,112			246,890
PROPERTY AND EQUIPMENT, net		60,691			31,222
OTHER ASSETS
Other assets		31,450			5,497
TOTAL ASSETS	$	588,253		$	283,609
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	832,192		$	779,456
Accrued payroll taxes		102,334			58,742
10% Convertible Notes		125,000			125,000
Notes payable – current portion		210,000			-0-
Notes payable, related party – current portion		187,300			-0-
Deferred revenue		1,130,283			1,048,707
Total current liabilities		2,587,109			2,011,905
NOTES PAYABLE, net of current portion		1,933,623			2,043,623
NOTES PAYABLE RELATED PARTY, net of current portion		963,637			1,150,937
TOTAL LIABILITIES		5,484,369			5,206,465
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY (DEFICIT)
Undesignated preferred stock - $.001 par value. 4,022,500 shares authorized, no shares issued and outstanding		-0-			-0-
Series B convertible preferred stock, - $.001 par value. 230,000 shares authorized, 50,000 and 65,000 issued and outstanding, respectively; liquidation preference $500,000 and $650,000, respectively		50			65
Series C convertible preferred stock, - $.001 par value. 747,500 shares authorized, 337,150 and 337,150 issued and outstanding, respectively; liquidation preference $3,371,500 and $3,371,500, respectively		337			337
5% Series A convertible preferred stock - $0.001 par value, 5,000,000 shares authorized; 4,215,224 and 4,215,224 issued and outstanding, respectively; liquidation preference $4,215,224 and $4,215,224, respectively		4,215			4,215
Common stock – 150,000,000 shares authorized, 30,867,739 and 27,425,915 issued and outstanding, after deducting 673,878 and 673,878 shares of treasury stock, at $.001 par value, respectively		31,492			28,051
Additional paid in capital – preferred		7,703,502			7,853,488
Additional paid in capital – common		16,142,000			15,201,406
Stock subscription receivable		(30,000	)		-0-
Less: Treasury stock, cost method, 673,878 and 673,878 shares, respectively		(299,861	)		(299,861	)
Accumulated deficit		(28,447,851	)		(27,710,557	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(4,896,116	)		(4,922,856	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	588,253		$	283,609

See accompanying summary of accounting policies and notes to financial statements.

3

OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended March 31,
	2006			2005
	(unaudited)			(unaudited)
Revenues
Net sales	$	519,511		$	410,231
Cost of sales		183,961			76,450
Gross margin		335,550			333,781
Operating expenses
Salaries, benefits and related taxes		726,118			464,662
Rent & occupancy expenses		46,556			37,635
Consulting		96,250			-0-
Legal and professional fees		22,715			42,441
Travel		26,612			31,506
Telephone and internet		16,525			16,911
Selling, general and administrative		55,358			47,611
Depreciation and amortization		6,955			14,070
Total operating expenses		997,089			654,836
Operating income (loss)		(661,539	)		(321,055	)
Other income (expense)
Interest expense		(75,755	)		(60,616	)
Interest income		-0-			81
(Loss) before taxes and preferred dividends		(737,294	)		(381,590	)
Net income (loss)		(737,294	)		(381,590	)
Preferred stock dividends in arrears Series A Preferred		(50,637	)		(50,637	)
Preferred stock dividends in arrears Series B Preferred		(12,526	)		(16,263	)
Preferred stock dividends in arrears Series C Preferred		(66,506	)		(66,506	)
Total preferred stock dividends		(129,669	)		(133,406	)
Net income (loss) attributable to common stockholders	$	(866,963	)	$	(514,996	)
Net (loss) per share	$	(0.03	)	$	(0.02	)
Weighted average number of shares outstanding		28,504,522			24,668,194

See accompanying summary of accounting policies and notes to financial statements

4

OMNICOMM SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

(unaudited)

	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(737,294	)	$	(381,590	)
Adjustment to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		6,955			14,070
Employee stock option wage expense		163,545			-0-
Change in assets and liabilities:
Accounts receivable		(231,872	)		(20,032	)
Prepaid expenses		(9,146	)		(34,968	)
Other assets		(25,953	)		-0-
Accounts payable and accrued expenses		96,328			375,514
Deferred revenue		81,576			(24,372	)
Net cash provided by (used in) operating activities		(655,861	)		(71,377	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(37,942	)		(11,680	)
Net cash provided by (used in) investing activities		(37,942	)		(11,680	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs		600,490			-0-
Proceeds from notes payable		100,000			22,000
Net cash provided by (used in) financing activities		700,490			22,000
Net increase (decrease) in cash and cash equivalents		6,687			(61,057	)
Cash and cash equivalents at beginning of period		9,931			65,695
Cash and cash equivalents at end of period	$	16,618		$	4,638

	For the three months ended March 31,
	2006		2005
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income tax	$	-0-	$	-0-
Interest	$	-0-	$	2,500
Non-cash Transactions
Conversion of Series B common stock warrants on a cashless basis	$	150,000	$	-0-
Exercise of Series B Placement Agent Unit Option on a cashless basis	$	21,980	$	-0-
Conversion of Series B Preferred Stock into common stock	$	150,000	$	325,000

See accompanying summary of accounting policies and notes to financial statements

5

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1:	ORGANIZATION AND NATURE OF OPERATIONS
	OmniComm Systems, Inc. is a healthcare technology company that provides Web-based electronic data capture (“EDC”) solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors. TrialMaster® allows clinical trial sponsors and investigative sites to securely collect, validate, transmit, and analyze clinical trial data.
	Our ability to compete within the EDC industry is predicated on our ability to continue enhancing and broadening the scope of solutions offered through TrialMaster. Our research and development efforts are focused on developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality. During fiscal 2005, we spent approximately $478,000 on research and development activities, the majority of which represented salaries to our developers. In fiscal 2004 we spent approximately $537,000 on research and development activities, which include costs associated with customization of the TrialMaster software for our client’s projects.
NOTE 2:	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
	The Company’s accounts include those of its two wholly owned subsidiaries, OmniCommerce and WebIPA, Inc. and have been prepared in conformity with (i) accounting principles generally accepted in the United States of America; and (ii) the rules and regulations of the United States Securities and Exchange Commission. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.
	UNAUDITED FINANCIAL STATEMENTS
	The accompanying unaudited consolidated financial statements of OmniComm Systems, Inc. and its Subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the consolidated financial statements have been condensed or omitted. The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normally recurring adjustments) which management considers necessary for a fair presentation of operating results.
	Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. These unaudited consolidated financial statements should be read in conjunction wit the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005.
	ESTIMATES IN FINANCIAL STATEMENTS
	The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.

6

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

RECLASSIFICATIONS

Certain reclassifications have been made in the 2005 financial statements to conform to the 2006 presentation. These reclassifications did not have any effect on net income (loss) or shareholders’ equity.

SEGMENT INFORMATION

The Company operates in one reportable segment.

CASH AND CASH EQUIVALENTS

Cash equivalents consist of highly liquid, short-term investments with maturities of 90 days or less. The carrying amount reported in the accompanying consolidated balance sheets approximates fair value.

ACCOUNTS RECEIVABLE

Accounts receivable are judged as to collectibility by management and an allowance for bad debts is established as necessary. The Company had recorded an allowance for uncollectible accounts receivable of $58,539 and $58,539 as of March 31, 2006 and December 31, 2005.

CONCENTRATION OF CREDIT RISK

Accounts receivable subject the Company to its highest potential concentration of credit risk. The Company reserves for credit losses. The Company does not require collateral on trade accounts receivables. Our top five customers accounted for approximately 48% of our revenues during the first three months of 2006 and approximately 54% of our revenues during the same period in fiscal 2005. One customer accounted individually for 10% or more of our revenues during fiscal 2006.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Additions and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is 5 years for leasehold improvements, equipment and furniture and 3 years for software. Gains or losses on disposal are charged to operations.

DEFERRED REVENUE

Deferred revenue represents cash advances received in excess of revenue earned on on-going contracts. Payment terms vary with each contract but may include an initial payment at the time the contract is executed, with future payments dependent upon the completion of certain contract phases or targeted milestones. In the event of contract cancellation, the Company is entitled to payment for all work performed through the point of cancellation. As of March 31, 2006 the Company had $1,130,283 in deferred revenues relating to contracts for services to be performed over periods ranging from 1 month to 5 years.

7

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

REVENUE RECOGNITION POLICY

OmniComm’s revenue model is transaction-based and can be implemented either as an ASP (application service provider) or licensed for implementation by a customer such as a pharmaceutical company. Revenues are derived from the set-up of clinical trial engagements; on-going maintenance fees incurred throughout the duration of an engagement; fees for report writing and project change orders. The clinical trials that are conducted using TrialMaster can last from a few months to several years. Most of the fees associated with our product including post-setup customer support in the form of maintenance charges are recognized ratably over the term of the clinical trial. Cost of sales is primarily comprised of programmer salaries and taxes and is expensed as incurred.

The Company recognizes sales, for both financial statement and tax purposes in accordance with SEC Staff Accounting Bulletin No. 101 “Revenue Recognition in Financial Statements (SAB 101)”. SAB 101 requires that revenues be recognized ratably over the life of a contract. The Company will periodically record deferred revenues relating to advance payments in contracts.

ADVERTISING

Advertising costs are expensed as incurred. Advertising costs were $6,605 and $1,140 for the three months ended March 31, 2006 and March 31, 2005, respectively.

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in research and development and are expensed as incurred. Statement of Financial Accounting Standards No. 86 “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”, (“SFAS 86”), requires the capitalization of certain development costs of software to be sold once technological feasibility is established, which the Company defines as completion to the point of marketability. The capitalized cost is then amortized on a straight-line basis over the estimated product life. To date, the period between achieving technological feasibility and the general availability of such software has been short and software development costs qualifying for capitalization have been immaterial. Accordingly, the Company has not capitalized any software development costs under SFAS 86. Research and development expense was approximately $107,676 and $126,899 for the three months ended March 31, 2006 and March 31, 2005 respectively.

EMPLOYEE EQUITY INCENTIVE PLANS

The company has an employee equity incentive plan, which is more fully described below. Until December 31, 2005, the company accounted for its equity incentive plan under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Effective with the first quarter ended March 31, 2006, the Company began accounting for employee stock options using the fair-value method. The exercise price of options granted is equal to the market price of OmniComm Systems common stock (defined as the closing bid price reported on the NASDAQ OTC Bulletin-Board) on the date of grant. The following table illustrates the effect on net income and earnings per share as if the company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, as amended, (“SFAS 123”), to options granted under the stock options plan for options granted through the three months ended March 31, 2005. The net loss available to common stockholders for

8

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

the three months ended March 31, 2006 reflects the expense attributable to employee stock option grants under the fair-value method. For purpose of this pro-forma disclosure, the value of the options is estimated using a Binomial option pricing model. Because the estimated value is determined as of the date of grant, the actual value ultimately realized by the employee may be significantly different.

	Three Months Ended March 31,
(in thousands, except for per share data)	2006			2005
Net loss available to common stockholders as reported	$	(867	)	$	(515	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		-0-			(29	)
Pro forma net loss available to common stockholders	$	(867	)	$	(544	)
Weighted average number of common shares outstanding used to compute net income (loss) per common share – basic and diluted		28,504			24,668
Reported basic and diluted net loss per common share	$	(0.03	)	$	(0.02	)
Pro forma basic and diluted net loss per common share	$	(0.03	)	$	(0.02	)

SFAS No. 123 requires the use of option pricing models that were not developed for use in valuing employee stock options. Binomial option pricing models were developed for use in estimating the fair value of short-lived exchange-traded options that have no vesting restrictions and are fully transferable. The company’s employee stock options have characteristics significantly different from those of traded options. In addition, option pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock, and changes in the subjective input assumptions can materially affect the fair value estimate of employee stock options.

The estimated value of employee stock options granted during the three months ended March 31, 2006 was $9,870 ($-0- for the three months ended March 31, 2005). The value of options granted in 2006 and 2005 was estimated at the date of grant using the following assumptions:

	2006		2005
Risk-free interest rate	4.51	%	2.74	%
Expected years until exercise	6 Years		6 Years
Expected stock volatility	100.9	%	108.3	%
Dividend yield	0	%	0	%

An analysis of historical information is used to determine the company’s assumptions, to the extent historical information is relevant based on the terms of the grants being issued in any given period.

Description of Stock Option Plan

In 1998, the Company’s Board of Directors approved the 1998 Stock Incentive Plan of OmniComm Systems, (the “1998 Plan”). The 1998 Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock

9

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

Unit Awards and Performance Share Units. Pursuant to the 1998 Plan the Company may grant options to purchase up to 7,500,000 shares of the Company’s common stock. The term of each option may not exceed ten years from the date of grant, and options vest in accordance with a vesting schedule established by the Plan administrator. As of March 31, 2006 substantially all of the company’s employees were participating in the 1998 Plan. Options granted under the 1998 Plan will generally expire ten years from the date of grant for most employees and seven years from the date of grant for officers and directors of the company.

EARNINGS PER SHARE

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 128, “Earnings per Share”, (“SFAS 128”). SFAS 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. The diluted earnings per share calculation is very similar to the previously utilized fully diluted earnings per share calculation method.

Basic earnings per share were calculated using the weighted average number of shares outstanding of 28,504,522 and 24,668,194 for the periods ended March 31, 2006 and 2005, respectively. There were no differences between basic and diluted earnings per share. Options to purchase 7,442,770 shares of common stock at prices ranging from $.15 to $2.75 per share were outstanding at March 31, 2006. Stock warrants to purchase 13,372,400 shares of common stock at prices ranging from $0.25 to $0.50 per share were outstanding at March 31, 2006.

The Company granted a Unit Purchase Option (“Agent Option”) to the Placement Agent of its Series B Convertible Preferred Stock that provides the Placement Agent the ability to purchase 27,000 Series B Preferred Shares with 1,080,000 detachable common stock warrants. The exercise of the outstanding Agent Options would result in the issuance of an aggregate of 1,984,160 shares of common stock at an exercise price of $0.25 per share. The options, warrants and Agent Options were not included in the computation of diluted earnings per share because they have an anti-dilutive effect on net loss per share.

The Company granted a Unit Purchase Option (“Agent Option”) to the Placement Agent of its Series C Convertible Preferred Stock that provides the Placement Agent the ability to purchase 24,848 Series C Preferred Shares with 496,950 detachable common stock warrants. The exercise of the Agent Option would result in the issuance of an aggregate of 1,490,850 shares of common stock at an exercise price of $0.25 per share. The warrants and Agent Options were not included in the computation of diluted earnings per share because they have an anti-dilutive effect on net loss per share.

The Company’s convertible debt and convertible preferred stock have an anti-dilutive effect on net loss per share and were not included in the computation of diluted earnings per share.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.”, (“SFAS 109”). SFAS 109 has as its basic objective the recognition of current and deferred income tax assets and liabilities based upon all events that have been recognized in the financial statements as measured by the provisions of the enacted tax laws.

10

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

	Valuation allowances are established when necessary to reduce deferred tax assets to the estimated amount to be realized. Income tax expense represents the tax payable for the current period and the change during the period in the deferred tax assets and liabilities.
	IMPACT OF NEW ACCOUNTING STANDARDS
	In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after December 15, 2005. We previously adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation and have accounted for all awards granted to employees in recent years using the optional intrinsic value method. Accordingly we believe SFAS No. 123(R) will have a material impact on financial statement at such time as options are granted.
NOTE 3:	OPERATIONS AND LIQUIDITY
	We have experienced negative cash flow from operations and have funded our activities to date primarily from debt and equity financings. We will continue to require substantial funds to continue our research and development activities and to market, sell and commercialize our technology. We may need to raise substantial additional capital to fund our future operations. Our capital requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies developing and commercializing new technologies; the progress of our research and development activities; the rate of technological advances; determinations as to the commercial potential of our technology under development; the status of competitive technology; the establishment of collaborative relationships; the success of our sales and marketing programs; and other changes in economic, regulatory or competitive conditions in our planned business.
	Estimates about the adequacy of funding for our activities are based upon certain assumptions, including assumptions that the research and development programs relating to our technology can be conducted at projected costs and that progress towards the commercialization of our technology will be timely and successful. There can be no assurance that changes in our research and development plans, acquisitions or other events will not result in accelerated or unexpected expenditures.
	To satisfy our capital requirements, we may seek additional financing through debt and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or all of our research and product development and marketing programs. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our common and preferred stock.
	The ability of the Company to continue in existence is dependent on its having sufficient financial resources to bring products and services to market for marketplace acceptance. As a result of its significant losses, negative cash flows from operations, and accumulated deficits for the period ending March 31, 2006 there is doubt about the Company’s ability to continue as a going concern.

11

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

NOTE 4:

EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing income available to common shareholders (which for the Company equals its net loss) by the weighted average number of common shares outstanding, and dilutive EPS adds the dilutive effect of stock options and other common stock equivalents. Antidilutive shares aggregating 42,789,379 and 45,981,065 have been omitted from the calculation of dilutive EPS for the three months March 31, 2006 and March 31, 2005, respectively. Provided below is reconciliation between numerators and denominators of the basic and diluted earnings per shares:

	Three Months Ended
	March 31, 2006							March 31, 2005
	Income Numerator			Shares Denominator	Per-Share Amount			Income Numerator			Shares Denominator	Per-Share Amount
Basic EPS	$	(866,963	)	28,504,522	$	(0.03	)	$	(514,996	)	24,668,194	$	(0.02	)
Effect of Dilutive Securities
None		-0-		-0-		-0-			-0-		-0-		-0-
Diluted EPS	$	(866,963	)	28,504,522	$	(0.03	)	$	(514,996	)	24,668,194	$	(0.02	)

NOTE 5:	NOTES PAYABLE
	At March 31, 2006, the Company owed $3,294,560 in notes payable. The table below provides details as to the terms and conditions of the notes payable.

12

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

Origination Date	Due Date	Interest Rate		Amount		Short Term		Long Term
03/31/05	01/31/07	9.00	%		6,000	$	6,000	$	0
12/31/03	01/31/07	9.00	%		20,000		20,000		-0-
08/15/03	01/31/07	9.00	%		100,000		100,000		-0-
12/31/05	04/01/08	9.00	%		117,550		-0-		117,550
12/31/05	04/01/08	9.00	%		259,758		-0-		259,758
12/31/05	04/01/08	9.00	%		117,665		-0-		117,665
12/31/05	04/01/08	9.00	%		549,501		-0-		549,501
12/31/05	04/01/08	9.00	%		414,136		-0-		414,136
12/31/05	04/01/08	9.00	%		676,740		-0-		676,740
12/31/05	04/01/08	9.00	%		511,910		-0-		511,910
03/31/05	01/31/07	9.00	%		22,000		22,000		-0-
04/07/05	01/31/07	9.00	%		25,000		25,000		-0-
04/07/05	01/31/07	9.00	%		50,000		50,000		-0-
05/12/05	01/31/07	9.00	%		40,000		40,000		-0-
06/30/05	01/31/07	9.00	%		120,000		120,000		-0-
06/30/05	01/31/07	9.00	%		13,000		13,000		-0-
08/09/05	01/31/07	9.00	%		1,300		1,300		-0-
11/08/05	05/31/07	9.00	%		50,000		-0-		50,000
11/30/05	05/31/07	9.00	%		50,000		-0-		50,000
12/05/05	05/31/07	9.00	%		50,000		-0-		50,000
01/10/06	05/31/07	9.00	%		100,000		-0-		100,000
				$	3,294,560	$	397,300	$	2,897,260

NOTE 6:	COMMITMENTS AND CONTINGENCIES
	The Company currently leases office space under an operating lease. The minimum future lease payments required under the Company’s operating leases at March 31, 2006 are as follows:

2006	$	98,345
2007		157,584
2008		109,074
2009		113,422
2010		117,926
Total	$	596,351

In addition to annual base rental payments the Company pays for the operating expenses associated with its leased office space and is responsible for any escalation in operating expenses as determined in the lease. Rent expense was $46,556 and $37,635 for the three months ended March 31, 2006 and 2005, respectively.

LEGAL PROCEEDINGS

On November 16, 2005, Lawton Jackson, (“Jackson”) filed suit (Civil Action No. 05-14582 CA 01) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida

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OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(continued)

	against OmniComm Systems, Inc. In his suit Jackson alleges that we breached two employment agreements by not paying him the salary set forth in the agreements. Jackson is seeking $128,098 as damages. We filed a Motion to Dismiss, on December 5, 2005, to Jackson’s claim of breach of contract. The Court denied our Motion to Dismiss but responded that it found issues with Jackson’s claims based on the statute of limitations regarding the employment contracts. Jackson filed a First Amended Complaint in January, 2006, alleging certain oral agreements amended the original employment agreements. We filed an Answer and Affirmative Defenses in January, 2006. This matter is ongoing and we are prepared to vigorously defend against the claim.
NOTE 7:	INCOME TAXES
	The tax expense (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate of 34% to income (loss) before provision (benefit) for income taxes as follows:

	3/31/06			3/31/05
Current tax expense (benefit):
Income tax at statutory rates	$	-0-		$	-0-
Deferred tax expense (benefit):
Amortization of goodwill and covenant		-0-			-0-
Operating loss carryforward		(277,444	)		(143,593	)
		(277,444	)		(143,593	)
Valuation allowance		277,444			143,593
Total tax expense (benefit)	$	-0-		$	-0-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows:

	3/31/06			12/31/05
Deferred tax assets:
Amortization of intangibles	$	283,698		$	283,698
Operating loss carryforwards		7,882,530			7,605,086
Gross deferred tax assets		8,166,228			7,888,784
Valuation allowance		(8,166,228	)		(7,888,784	)
Net deferred tax asset	$	-0-		$	-0-

The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $20,935,370. This loss is allowed to be offset against future income until the year 2023 when the NOL’s will expire. Other timing differences relate to depreciation and amortization for the stock acquisition of Education Navigator in 1998. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the lack of operating history and the substantial losses incurred through March 31, 2006.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

General

The following information should be read in conjunction with the Consolidated Unaudited Financial Statements and Notes thereto and other information set forth in this report.

Forward-Looking Statements

Statements contained in this Form 10-QSB that are not historical fact are “forward looking statements”. These statements can often be identified by the use of forward-looking terminology such as “estimate”, “project”, “believe”, “expect”, “may”, “will”, “should”, “intends”, or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We wish to caution the reader that these forward-looking statements, such as statements relating to timing, costs and of the acquisition of, or investments in, existing business, the revenue or profitability levels of such businesses, and other matters contained in this Form 10-QSB regarding matters that are not historical facts, are only predictions. No assurance can be given that plans for the future will be consummated or that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these plans and projections and other forward-looking statements are based upon a variety of assumptions, which we consider reasonable, but which nevertheless may not be realized. Because of the number and range of the assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this Form 10-QSB. Therefore, our actual experience and results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by us or any other person that these plans will be consummated or that estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate. The Company does not undertake any obligation to update or revise any forward-looking statement made by it or on its behalf, whether as a result of new information, future events or otherwise.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

We are a healthcare technology company that provides electronic data capture (“EDC”) solutions and related value-added services to pharmaceutical and biotechnology companies, clinical research organizations (“CRO”), and other clinical trial sponsors via our Web-based software, TrialMaster. TrialMaster allows clinical trial sponsors and investigative sites to securely collect, validate, transmit, and analyze clinical study data including patient histories, patient dosing, adverse events, and other clinical trial information. All of our personnel are involved in the development and marketing of TrialMaster and its related products.

During 2006 the Company has continued its efforts in executing its strategy. The primary focus of our strategy includes:

• Stimulating Demand by Providing Clinical Trial Sponsors with High Value EDC;

• Emphasizing Low Operating Costs;

• Providing EDC Services to Small & Midsize Pharma, Bio-Tech, Medical Device Companies and CROs (Clinical Research Organizations); and

• Differentiation Through Service.

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A crucial success factor in the EDC industry is the overall penetration of our industry into the domestic and international clinical trial market. CenterWatch, an industry publication, estimates that 20 to 25% of clinical trials are currently conducted with the use of EDC. Global R & D was estimated at $66 billion in 2004. Based on a 2002 CenterWatch report approximately 8.5% of total R & D costs are spent on data management. Our current focus is on increasing our sales and marketing capabilities. During 2005 we expanded our sales and marketing team and we anticipate increasing our marketing and sales personnel by over 100% during fiscal 2006.

The Three Months Ended March 31, 2006 Compared With the Three Months Ended March 31, 2005

Results of Operations

A summarized version of our results of operations for the fiscals periods ended March 31, 2006 and March 31, 2005 is included in the table below.

Summarized Statement of Operations

	For the three months ended March 31,
	2006			% of Revenues		2005			% of Revenues		$ Change			% Change
Total revenues	$	519,511				$	410,231				$	109,280		26.6	%
Cost of sales		183,961		35.4	%		76,450		18.6	%		107,511		140.6	%
Gross margin		335,550		64.6	%		333,781		81.4	%		1,769		0.5	%
Salaries, benefits and related taxes		726,118		139.8	%		464,662		113.3	%		261,456		56.3	%
Travel		26,612		5.1	%		31,506		7.7	%		(4,894	)	-15.5	%
Selling, general and administrative		55,358		10.7	%		47,611		11.6	%		7,747		16.3	%
Depreciation and amortization		6,955		1.3	%		14,070		3.4	%		(7,115	)	-50.6	%
Total Operating Expenses		997,089		191.9	%		654,836		159.6	%		342,253		52.3	%
Operating income (loss)		(661,539	)	-127.3	%		(321,055	)	-78.3	%		(340,484	)	106.1	%
Interest Expense		75,755		14.6	%		60,616		14.8	%		15,139		25.0	%
Interest income		—		0.0	%		81		0.0	%		(81	)	-100.0	%
(Loss) before income taxes and dividends		(737,294	)	-141.9	%		(381,590	)	-93.0	%		(355,704	)	93.2	%
Income tax expense (benefit)		-0-		0.0	%		-0-		0.0	%		-0-		N/M
Net (loss)		(737,294	)	-141.9	%		(381,590	)	-93.0	%		(355,704	)	93.2	%
Total preferred stock dividends		(129,669	)	-25.0	%		(133,406	)	-32.5	%		3,736		-2.8	%
Net (loss) attributable to common stockholders	$	(866,963	)	-166.9	%	$	(514,996	)	-125.5	%	$	(351,967	)	68.3	%

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Revenues for the three months ended March 31, 2006 were $519,511 compared to $410,231 for the same period in 2005, an increase of 26.6%. The revenue increase can be attributed to a 58% increase in projects under management. Additionally, the average trial currently being managed is approximately 14% larger than the trials being managed in fiscal 2005. Industry acceptance of EDC continues to increase and we believe that currently approximately 20% of clinical trials use Web-based EDC services. TrialMaster is currently sold primarily as an application service provider (“ASP”) that provides EDC and other services such as an enterprise management suite which assists its clients in the pharmaceutical, biotechnology and medical device industries in accelerating the completion of clinical trials. As we continue developing TrialMaster and our client relationships mature we expect some of our clients to deploy TrialMaster on a licensed, rather than ASP hosted basis. TrialMaster contracts provide for pricing that is based on both the size and duration of the clinical trial. Size parameters include the number of case report forms used to collect data and the number of sites utilizing TrialMaster. The client will pay a trial setup fee based on the previously mentioned factors, and then pay an on-going maintenance fee for the duration of the clinical trial that provides software, network and site support during the trial. During 2006 approximately 74.3% of revenues were generated by trial setup activities, 17.2% were generated from on-going maintenance fees and approximately 8.5% was generated from fees charged for changes to on-going clinical trial engagements. During fiscal 2005 we generated 74.5% of revenues from setup fees, 18.3% from on-going maintenance fees and 7.2% from project change orders. Generally, these contracts will range in duration from one month to several years. Setup fees are generally earned prior to the inception of a trial, however, the revenues will be recognized in accordance with SEC Staff Accounting Bulletin No. 104 “Revenue Recognition” which requires that the revenues be recognized ratably over the life of the contract. The maintenance fee revenues are earned and recognized monthly. Costs associated with contract revenues are recognized as incurred.

Our top five customers accounted for approximately 48% of our revenues during the three months ended March 31, 2006 and approximately 54% of our revenues during the three months ended March 31, 2005. One customer accounted individually for 10% or more of our revenues during the first quarter of fiscal 2006. The loss of any of our contracts or these customers in the future could adversely affect our results of operations.

Cost of goods sold increased to $183,961 in 2006 compared to $76,450 in 2005, an increase of $107,511. Cost of goods sold were approximately 35.4% of sales in 2006 compared to 18.6% in fiscal 2005. Cost of goods sold relates primarily to salaries and related benefits associated with the programmers, developers and systems analysts producing clinical trials on behalf of our clients. Salaries increased during 2006 due to the addition of five additional programmers and two quality assurance analysts as part of our trial operations.

We expect to increase development programming labor costs on an absolute basis as our trial revenues increase. We expect our cost of goods sold to return to approximately 20-25% of sales during the second half of 2006. We expect to continue to increase follow-on engagements from existing clients and expect to increase the phase I and CRO portions of our client base. TrialMaster V3.0, the current release of our trial-building software has improved our ability to reduce trial production related costs since it automates many of the trial building functions that were manually performed in prior releases of our software. We expect the next release of TrialMaster, (V4.0), anticipated during 2006, to increase the efficiency of trial building operations by 20 to 25%. V4.0 is being designed using Microsoft’s .Net framework. Microsoft^® .NET is described by Microsoft as a set of software technologies for connecting information, people, systems, and devices. This new generation of technology is based on Web services—small building-block applications that can connect to each other as well as to other, larger applications over the Internet.

Salaries and related expenses are our largest expense at 72.8% of total Operating Expenses for 2006. Salaries and related expenses totaled $726,118 in 2006 compared to $464,662 in 2005, an increase of 56.3%. We currently employ approximately 26 employees out of our Ft. Lauderdale, Florida corporate office and have nine out-of-state employees. During the first quarter of 2006 we increased our corporate level staff by seven employees. Our objective during this period was to strengthen our Business Development, R & D and Clinical Support functions in

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anticipation of growth expected to occur during the balance of 2006. We believe that our ability to compete and to continue growing our business within the EDC industry is predicated, in part, on the success of our efforts at developing new and more sophisticated products. These efforts allow us to service our clients more efficiently; our ability to provide service and support that is more effective than that of our competitors and through increasing our level of market penetration. We believe that the personnel added during the course of the first quarter provide us with the human resources necessary to achieve these operating objectives. We will look to selectively add experienced sales and marketing personnel in 2006 in an effort to increase our market penetration and to continue broadening our client base, but, do not believe that any other corporate level department will increase significantly during the second half of fiscal 2006.

We incurred $96,250 in consulting fees during the three months ended March 31, 2006. This represents fees paid to human resource consultants to assist in recruiting sales, marketing and clinical services professionals. We anticipate incurring more professional fees during the second quarter of fiscal 2006 for this type of consulting services.

Rent and related expenses increased by $8,921 during the three months ended March 31, 2006 compared to the same period in 2005. We signed a corporate office lease during March 2006. The company will not incur a financial obligation associated with this lease until May 2006. This lease, which is for a term of five years, is expected to fulfill our operating needs during the term of the lease. In December 2001, we established a disaster recovery site at an IBM owned Co-Location facility in Atlanta, Georgia and will continue utilizing this facility for the foreseeable future since it is designed to ensure 100% production system up-time and to provide system redundancy.

Legal and professional fees totaled $22,715 in 2006 compared with $42,441 in fiscal 2005, a decrease of approximately $19,726. We expect legal and professional fees to increase during 2006 in connection with our project aimed at ensuring timely compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Selling, general and administrative expenses (“SGA”) were $55,358 during 2006 compared to $47,611 in 2005, an increase of 16.3%. These expenses relate primarily to costs incurred in running our office day-to-day and other costs not directly related to other captioned items in our income statement, and include the cost of office equipment and supplies, the costs of attending conferences and seminars and other expenses incurred in the normal course of business. The Company increased its marketing, sales and advertising expenditures by $4,643 in fiscal 2006 from $10,310 to $14,953, an increase of approximately 45.0%. We expect SGA expenses to continue increasing as we intensify and extend our selling and marketing efforts.

Interest expense was $75,755 during 2006 versus $60,616 in fiscal 2005, an increase of $15,139 or 25.0% . The increase can be attributed to the interest expense incurred on notes issued during 2006 and the increase in interest expense associated with notes issued throughout fiscal 2005. We evaluate the cost of capital available to us in combination with our overall capital structure in deciding what financing best fulfills our short and long-term capital needs. During fiscal 2006 we issued $100,000 in promissory notes. During fiscal 2005, we issued $22,000 in promissory notes.

There were arrearages of $50,637 in 5% Series A Preferred Stock dividends, $12,526 in Series B Preferred Stock dividends and $66,506 in Series C Preferred Stock dividends for fiscal 2006, compared with arrearages of $50,637 in 5% Series A Preferred Stock dividends, $16,263 in Series B Preferred Stock dividends and $66,506 in Series C Preferred Stock dividends for fiscal 2005. We deducted $129,669 and $133,406 from Net Income (Loss) Attributable to Common Stockholders for the three months ended March 31, 2006 and March 31, 2005, respectively, relating to undeclared Series A, B and C Convertible Preferred Stock dividends.

Liquidity and Capital Resources

We have historically experienced negative cash flows and have relied on the proceeds from the sale of debt and equity securities to fund our operations. In addition, we have utilized stock-based compensation as a means of paying for consulting and salary related expenses.

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The table provided below summarizes key measures of our liquidity and capital resources.

Liquidity and Capital Resources

Disclosure for the Period Indicated

	March 31, 2006		December 31, 2005		Change
Cash	16,618		9,931		6,687
Accounts Receivable, net of allowance for doubtful accounts	467,954		234,565		233,389
Current Assets	496,112		246,890		249,222
Accounts Payable and accrued expenses	832,192		779,456		52,736
Accrued payroll taxes	102,334		58,742		43,592
Deferred revenue	1,130,283		1,048,707		81,576
Convertible notes payable	125,000		125,000		—
Current Liabilities	2,587,109		2,011,905		575,204
Working Capital (Deficit)	(2,090,997	)	(1,765,015	)	(325,982	)
Net cash provided by (used in) operating activities	(655,861	)	(71,377	)
Net cash provided by (used in) investing activities	(37,942	)	(11,680	)
Net cash provided by financing activities	700,490		22,000
Net increase (decrease) in cash and cash equivalents	6,687		(61,057	)

Cash and cash equivalents increased by $6,687 from $9,931 to $16,618 at March 31, 2006. This was the result of cash provided by financing activities of $700,490 offset by cash used in operating activities of approximately $655,861 and $37,942 used in investing activities. The significant components of the activity include a loss from operations of approximately $737,294 offset by non-cash expenses of $170,500 and approximately $700,490 we raised through the issuance of debt and equity securities offset by $37,942 used in investing activities and decreases in cash of $89,067 from changes in working capital accounts.

We are not currently bound by any long or short-term agreements for the purchase or lease of capital expenditures. Any amounts expended for capital expenditures would be the result of an increase in the capacity needed to adequately service any increase in our business. To date we have paid for any needed additions to our capital equipment infrastructure from working capital funds and anticipate this being the case in the future.

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Contractual Obligations

The following table sets forth our contractual obligations as of March 31, 2006:

Contractual Obligations			Payments Due by Period
	Total		Less than 1 year			1-2 Years			2-3 Years			3- 5 Years
Long Term Debt (1)	$	3,419,560	$	522,300	(2)	$	250,000	(3)	$	2,647,260	(4)		-0-
Operating Lease Obligations		657,056		139,612			142,792			110,132			264,520
Financial Advisory Agreement		67,500		67,500			-0-			-0-			-0-
Total	$	4,144,116	$	729,412		$	392,792		$	2,757.391		$	264,520

1. Amounts do not include interest to be paid.

2. Includes $125,000 of convertible notes currently in default and due that are convertible into shares of common stock at the option of the debenture holder at a conversion rate of $1.25 per share and $397,300 in promissory notes bearing interest at 9% annually that mature on January 31, 2007.

3. Includes $250,000 in promissory notes bearing interest at 9% annually that mature on May 1, 2007.

4. Includes $2,647,260 in promissory notes bearing interest at 9% annually that mature on April 1, 2008.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

We are currently in arrears on principal and interest payments owed totaling $189,493 on our 10% Convertible Notes. We were in default effective January 30, 2002.

We have been operating with a cash burn rate since beginning our EDC operations. In order to manage cash flows, we have issued preferred stock, common stock and debt to satisfy operating expenses and obligations. From April 2005 through July 2005, we sold an aggregate of 850,000 shares of our common stock resulting in gross proceeds of $212,500. We accrued $20,000 in transaction fees leaving net proceeds to us of $192,500. From January to March 2006 holders of common stock warrants exercised warrants to purchase 2,522,000 shares of common stock resulting in $630,500 in net proceeds.

Our selling efforts include marketing our products to several Fortune 1000 pharmaceutical and medical device manufacturers and several of the largest CROs. We began providing services to some of these entities during 2003 and we have experienced success in broadening our client roster over the past two fiscal years. Continued success in broadening our existing client relationships and forging new relationships should provide us the opportunity to limit our need for funding our operations via debt and equity capital. Continuing to obtain contracts with clients of this size and reputation will also increase the credibility of the Company to the clinical trial market.

We experienced increased success in marketing TrialMaster during fiscal 2005. We entered into approximately $4.1 million in contracts for trials to be serviced over the next five years. These contracts included ten engagements with new clients. This success carried over into the first quarter of fiscal 2006. During this period we entered into contracts totaling approximately $2.2 million in new engagements, including engagements with five new clients. These contracts may however, be terminated by our clients at any time. Our focus continues to include increasing our penetration of all phases of the clinical trial market with a continued emphasis on becoming the market leader in Phase I EDC services. We believe this market is an operating and strategic strength of the Company due to the inherent flexibility that our Phase I TrialMaster product provides us. We believe we have the ability to produce trials more quickly and economically than our competitors for this specialized and large market. Additionally, we continue to focus on adding CROs as strategic and marketing partners. There is an industry-wide emphasis in establishing strategic relationships with CROs. These relationships provide marketing leverage in the form of joint marketing and sales efforts and also provide an installed base of trained TrialMaster users. This installed base of users increases our ability to provide rapidly developed, cost effective solutions for our clients.

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We feel that the momentum established from new client acquisitions and our ability to retain clients for repeat engagements provide a good operating base from which to build during 2006. We expect to continue increasing the level of resources deployed in our sales and marketing efforts. We embarked on a cost cutting program during fiscal 2000. That program became part of our organization’s identity and remains ingrained in our culture today. We feel that a combination of our lean operating environment and increased success in new client acquisition, coupled with our ability to retain our existing clients will allow us to compete effectively within the EDC market.

Because of the losses experienced since 1999 we have needed to continue utilizing the proceeds from the sale of debt and equity securities to fund our working capital needs. When available, capital has been expensive relative to the valuations that were afforded during the expansion of the Internet sector in 1999 and 2000. The softness in the capital markets coupled with the losses experienced have caused working capital shortfalls. We have used a combination of equity financing and short-term bridge loans to fund our working capital needs. Other than our current capital and capital we may raise from future debt or equity offerings or short-term bridge loans, we do not have any additional sources of working capital.

We may continue to require substantial funds to continue our research and development activities and to market, sell and commercialize our technology. We may need to raise substantial additional capital to fund our future operations. Our capital requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies developing and commercializing new technologies; the progress of our research and development activities; the rate of technological advances; determinations as to the commercial potential of our technology under development; the status of competitive technology; the establishment of collaborative relationships; the success of our sales and marketing programs; the cost of filing, prosecuting and defending and enforcing intellectual property rights; and other changes in economic, regulatory or competitive conditions in our planned business. Estimates about the adequacy of funding for our activities are based upon certain assumptions, including assumptions that the research and development programs relating to our technology can be conducted at projected costs and that progress towards broader commercialization of our technology will be timely and successful. There can be no assurance that changes in our research and development plans or other events will not result in accelerated or unexpected expenditures.

To satisfy our capital requirements, including ongoing future operations, we may seek to raise additional financing through debt and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or all of our research and product development programs, and our business operations. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our common and preferred stock. Further, there can be no assurance that even if such additional capital is obtained or the planned cost reductions are implemented, that we will achieve positive cash flow or profitability or be able to continue as a business.

Our ability to continue in existence is dependent on our having sufficient financial resources to bring products and services to market. As a result of our significant losses, negative cash flows from operations, and accumulated deficits for the three months ending March 31, 2006, there is doubt about our ability to continue as a going concern. In addition, our auditors Greenberg and Company, LLC, included language which qualified their opinion regarding our ability to continue as a going concern in their report dated February 10, 2006.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. Note 2 of Notes to the Consolidated Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our

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financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. In addition, our Management is periodically faced with uncertainties, the outcomes of which are not within our control and will not be known for prolonged periods of time. Based on a critical assessment of its accounting policies and the underlying judgments and uncertainties affecting the application of those policies, our Management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States (GAAP), and present a meaningful presentation of our financial condition and results of operations.

Our Management believes that the following are our critical accounting policies:

Deferred Revenue

Deferred revenue represents cash advances received in excess of revenue earned on on-going contracts. Payment terms vary with each contract but may include an initial payment at the time the contract is executed, with future payments dependent upon the completion of certain contract phases or targeted milestones. In the event of contract cancellation, we are entitled to payment for all work performed through the point of cancellation.

Revenue Recognition Policy

OmniComm’s revenue model is transaction-based and can be implemented either as an ASP or licensed for implementation by a customer such as a pharmaceutical company. Revenues are derived from the set-up of clinical trial engagements; on-going maintenance fees incurred throughout the duration of an engagement; fees for report writing and change orders. The clinical trials that are conducted using TrialMaster can last from a few months to several years. Most of the fees associated with our product including post-setup customer support in the form of maintenance charges are recognized ratably over the term of the clinical trial. Cost of sales is primarily comprised of programmer salaries and taxes and is expensed as incurred.

The Company recognizes sales, for both financial statement and tax purposes in accordance with SEC Staff Accounting Bulletin No. 101 “Revenue Recognition in Financial Statements” (“SAB 101”). SAB 101 requires that revenues be recognized ratably over the life of a contract. In accordance with SAB 101 the Company will record revenues over the estimated lives of the contracts.

Stock Based Compensation.

Options granted to employees under our Stock Option Plan were accounted for by using the intrinsic value method under APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) until December 31, 2005. In October 1995, the Financial Accounting Standards Board (“FASB”) issued Statement No.123, Accounting for Stock-Based Compensation (“SFAS No. 123”), which defines a fair value based method of accounting for stock options. All stock based compensation issued to individuals, other than employees and directors such compensation which is accounted for in accordance with APB Opinion No. 25, are accounted for in accordance with SFAS No. 123, as amended by SFAS No.148. Effective with our first quarter, ended March 31, 2006, the Company was no longer be using the intrinsic value method to value employee stock options. The Company began accounting for employee stock options using the fair value method effective January 1, 2006.

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EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after December 15, 2005. We previously adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation and have accounted for all awards granted to employees in recent years using the optional intrinsic value method. Accordingly we believe SFAS No. 123(R) will have a material impact on financial statement at such time as options are granted.

ITEM 3. CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-QSB, being March 31, 2006, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation and up to the filing date of this Quarterly Report on Form 10-QSB. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

23

PART II OTHER INFORMATION

ITEM 6. EXHIBITS

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

EXHIBIT NO.	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.

24

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OmniComm Systems, Inc. Registrant
By:	/s/ Cornelis F. Wit
	Cornelis F. Wit, Director, Chief Executive Officer and President
Date:	May 15, 2006
By:	/s/ Ronald T. Linares
	Ronald T. Linares, Vice President of Finance, Chief Financial and Accounting Officer
Date:	May 15, 2006

25

EXHIBIT INDEX

EXHIBIT NO.	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.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, CORNELIS WIT, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of OmniComm Systems, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

By:	/s/ Cornelis Wit
Cornelis Wit
Chief Executive Officer

May 15, 2006

[A signed original of this written statement required by Section 906 has been provided to OmniComm Systems, Inc. and will be retained by OmniComm Systems, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.]

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, RONALD T. LINARES, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of OmniComm Systems, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

By:	/s/ Ronald T. Linares
Ronald T. Linares
Chief Financial Officer

May 15, 2006

[A signed original of this written statement required by Section 906 has been provided to OmniComm Systems, Inc. and will be retained by OmniComm Systems, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.]

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of OmniComm Systems, Inc. (the “Company”) for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, being, Cornelis F. Wit, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Cornelis F. Wit

Cornelis F. Wit

President, Chief Executive Officer and Director

May 15, 2006

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of OmniComm Systems, Inc. (the “Company”) for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, being, Ronald T. Linares, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald T. Linares

Ronald T. Linares

Vice President and Chief Financial Officer

May 15, 2006