10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2013

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

Commission File No. 0-25203

OmniComm Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-3349762
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2101 West Commercial Blvd, Suite 3500
Fort Lauderdale, FL 33309
(Address of principal executive offices)
(954)473-1254
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☐  No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes  ☐  No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒  No  ☐

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

Large Accelerated Filer  ☐ Accelerated Filer  ☐ Non-accelerated filer  ☐ Smaller reporting company  ☒

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Date	Non-Affiliate Voting Shares Outstanding	Aggregate Market Value
June 28, 2013	72,636,733	$15,980,081

Our common stock trades on the Over-the-Counter Bulletin Board (OTCBB).  Shares of voting stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.  The registrant has no shares of non-voting stock authorized or outstanding.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Date	Class	Outstanding Shares
March 28, 2014	Common Stock, $0.001 par value per share	90,104,659

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the information to be set forth in our Proxy Statement to be filed by us pursuant to Regulation 14A relating to our 2014 Annual Meeting of Stockholders to be held on July 31, 2014 is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

OMNICOMM SYSTEMS, INC.

ANNUAL REPORT ON

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013

Table of Contents
		Page
	Part I
Item 1.	Business	4
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	39
Item 9A.	Controls and Procedures	39
Item 9B.	Other Information	40
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	40
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions; and Director Independence	40
Item 14.	Principal Accounting Fees and Services	40
	Part IV
Item 15.	Exhibits, Financial Statement Schedules	41
Signatures		45

PART I.

ITEM 1.          BUSINESS

This business section and other parts of this Annual Report on Form 10-K (“Annual Report”) contain forward-looking statements that involve risk and uncertainties.  Our actual results may differ significantly from the results discussed in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Factors That May Affect Future Results” and elsewhere in this Annual Report.  Reference to “us,” “we,” “our,” the “Company” means OmniComm Systems, Inc.® and our wholly owned subsidiaries OmniComm USA, Inc., OmniComm Ltd., OmniComm Europe GmbH, OmniComm Spain S.L. and Promasys B.V.

Overview

OmniComm Systems, Inc. provides Web-based electronic data capture (“EDC”) and eClinical (“eClinical”) software and services that streamline the clinical research process. Our eClinical software and service offerings (“eClinical Products” or “eClinical Solutions”) include TrialMaster®, TrialOne®, Promasys® and eClinical Suite™.  Our eClinical Products are designed to allow clinical trial sponsors and investigative sites to easily and securely collect, validate, transmit and analyze clinical study data. Our eClinical Products are 21 CFR Part 11 compliant solutions and are designed to offer clinical trial sponsors the ability to conduct clinical trials under multiple platforms, with significant flexibility, ease-of-use and with complete control over collected data.

Our eClinical Products offer significant business benefits to our customers and are designed to help clinical trial sponsors more efficiently conduct their clinical trials.  This efficiency can translate into more rapid initiation of data collection, less cost incurred in the data collection process and the ability to make more timely Go/No-Go decisions.   We also provide business process consulting services that focus on more effectively integrating EDC and the broader array of eClinical Solutions and processes into the clinical trial process.  Our goal is to provide our clients a data collection process that is streamlined, efficient and cost-effective.  We believe that our eClinical Solutions are significantly more efficient than the traditional paper collection methods employed by the clinical trial industry in the past.  TrialMaster has been designed to make the trial building process more efficient than the technologies deployed by our competitors.  We are in the process of integrating the TrialOne and the eClinical Suites with TrialMaster in order to provide an end-to-end eClinical solution for our clients.

The benefits of managing a clinical trial using our eClinical products include:

• Real-Time Access to the Data.  Our eClinical products are designed to provide all interested parties with real-time access to study data over the Internet as it is generated. This allows for the monitoring of patient enrollments and study outcome related clinical trial metrics in a time-frame that allows study sponsors the ability to make effective study conduct related decisions.

• Faster Study Completion: We believe our eClinical products and services save time at the back-end of a clinical trial by eliminating most of the time it takes for database "clean-up" when compared with studies completed by paper-based Case Report Forms (“CRF”s). This is done by eliminating most incorrect or incomplete entries at the time of entry.  This may be critical if there are any unanticipated future delays in either the commencement or conduct of the study.

• Cost Savings: EDC involves fixed upfront system development costs.  The use of EDC can be even more cost effective when applied to multiple studies, which we believe is relatively easy to do in certain therapeutic areas, in which there are a few primary indications and the studies are relatively simple and similar in terms of the type of data captured.

• Improved quality and visibility of results. Our eClinical software applications allow users engaged in clinical trials to enhance the quality and completeness of their data earlier in the clinical trial process by providing real-time data cleansing and eliminating duplicative manual entry of data. We believe decision making is enhanced through consistent access to reliable data, including allowing for adaptive trial design, the early identification and termination of unsuccessful trials and timely access to trial data that may identify significant safety concerns.

• Comprehensive clinical development solution. We have designed our comprehensive solutions to provide support throughout the clinical development process, from providing consulting services in the protocol authoring process to preparing data for regulatory analysis and submission. We provide third-party technology providers with access to our application programming interface, or API, and developer tools, which facilitates integration with complementary business systems. Our eClinical Products can be integrated easily with auxiliary clinical and operational data systems, making it the core of a complete end-to-end solution.

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According to a February 2012 study by PhRMA, developing a new medicine or therapy takes an average of 10 to 15 years.  The process begins with the identification of 5,000 to 10,000 potential compounds.  250 of these compounds will make it to the Preclinical stage after 3 to 6 years.  Then after 6 to 7 years of Phase 1, Phase 2 and Phase 3 Trials, each with potentially hundreds or thousands of volunteers, the U.S. Food and Drug Administration ("FDA") might grant approval to a single new drug.  All of the trials for the approved drug as well as the trials for all of the compounds that were abandoned during the research and development ("R&D") process require extensive data capture and tracking.  The effective use of EDC can help reduce the timeline to approval and help ensure data integrity.  The need for EDC does not end with FDA approval.  Post marketing surveillance and the related data capture go on for years after the drug is approved and marketed.  

Our Strategy

Our primary goal is to establish ourselves as a leading EDC and eClinical software and services provider by offering our customers the highest quality service with a differentiated, user-friendly product. Our eClinical Solutions are priced to provide a solid value, which we believe will stimulate customer demand.  We have increased the scope and quality of the products and services we offer.  We maintain a continuous focus on cost-containment and operating efficiencies. We intend to follow a controlled growth plan designed to take advantage of our competitive strengths. Historically, our growth has occurred through a combination of continued high-quality service to our existing clients and by adding new clients, often served by higher-cost EDC competitors or less effective “home-grown” EDC systems.  During 2013 we continued to update our products and increase their functionality to offer new solutions to our clients’ challenges. In December 2013, we released TrialMaster version 4.2.  This new release includes hundreds of innovative productivity and functionality enhancements, including additional features for auto-redaction for faster and more efficient centralized and risked based monitoring, and major new features for exporting data utilizing OmniComm’s Export Utility. During 2013 we expanded our product line and our global customer base through the acquisition of Promasys B.V.

Our business strategy is based upon leveraging the experience of our operations, business development and marketing teams; on building programs and services around our learned best practices; and on building on our existing business model by expanding our relationships and resources.  Key facets of our strategy include:

•  Scope Expansion – We plan on expanding the scope of services and products offered within the eClinical product spectrum via organic product and service development, through strategic partnerships and relationships and through the selective use of acquisitions;

•  Customer Base Expansion – We will seek to expand the customer base for our existing set of eClinical Solutions and we will design complementary solutions that will allow us to expand the universe of clients that we service; and

•  Diversification – We will continue to diversify our revenue and customer base in order to avoid over-concentration of our business on any solution/product set or client-base.

We believe the following factors play a key role in the development of our strategic goals and in the implementation of the corresponding programs and services aimed at helping us achieve our strategic goals and operational objectives:

Expand our global customer base. We expect global EDC adoption to increase, resulting in significant growth in spending on EDC solutions. We will continue to pursue new relationships with large global pharmaceutical and biotechnology companies by leveraging our support infrastructure, unique language translation capabilities and industry expertise. In addition, we have marketing, sales and services resources dedicated to small and middle-market life sciences companies, since we believe this market represents an under-penetrated opportunity for customer expansion.

Stimulate Demand by providing Clinical Trial Sponsors with High Value eClinical Services and Products.  Deploying eClinical services and products can be an expensive proposition.  Each trial is considered a stand-alone project and can incur data collection costs that are, according to a CenterWatch report, approximately 8.5% of total drug development costs.  Our eClinical solutions have been designed to make the trial building process more efficient than the technologies deployed by our competitors and we have been able to provide pricing that is in many cases substantially lower than that of the competition.  We believe we provide a broad array of eClinical solutions, excellent customer service, including full project management and process improvement consulting - while maintaining significant gross margins.  The combination of our cost structure and our use of technology allows us to compete on both quality and price.

Increase Sales to our Existing Customers. We intend to increase the share of eClinical spending we receive from our existing customers by continuing to increase the scope of services and eClinical Products we offer. The two acquisitions completed in 2009 allowed us to add a dedicated Phase One solution, TrialOne, and a broad set of eClinical solutions including an enhanced reporting tool, a clinical trial management system (“CTMS”), a clinical data management system (“CDMS”) and a client portal that provides user dashboard functionality.  By offering end-to-end eClinical solutions to our customers, we believe we afford them the opportunity to experience seamless integration of the services and software products needed to bring their therapies to market.  We believe a suite of integrated eClinical Products and Services will diminish the total cost of ownership, increase the efficiency of the solutions we provide, and will allow us to capture revenues that are currently being spent with other eClinical solution providers.

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Emphasize Low Operating Costs.  We are committed to keeping our operating and general and administrative costs low. We have achieved our high gross margins primarily by designing a flexible, customizable EDC product that does not require numerous hours of configuration time.  We believe that we use advanced technologies and employ a well incentivized, productive and highly professional workforce. We are continually focused on developing and implementing improvements that increase our efficiency and we believe that as we continue to integrate our three existing software platforms and services that we will enhance our ability to broaden our product line. We have already derived benefit from economies of scale by leveraging our current infrastructure over an expanded operation. Our acquisition of Promasys B.V. will allow us to further leverage our existing clinical, sales and administrative infrastructure.

Provide EDC Services to Small and Midsize Pharmaceutical, Bio-Technology and Medical Device Companies.  In considering new markets, we focus on service to markets that we believe are underserved. In determining which markets to select, we have analyzed the size of our potential markets and concluded that providing service to small and mid-sized firms provides a substantial marketing opportunity.  These firms conduct many thousands of clinical trials annually.  Most do not have the technological or financial resources to develop eClinical products such as eClinical Suite, TrialOne or TrialMaster and often prefer working with small companies themselves.  Yet, the advantages of eClinical services, such as quick trial deployment, cost-savings and more rapid Go/No-Go decisions are just as crucial to this size firm as to their Fortune 500 competitors.

Continue Expansion of Indirect Sales Through CRO Partnerships.  Penetrating the CRO market is an important component of our strategic plan.  CROs now employ more R&D personnel worldwide than the major pharmaceutical companies according to a February 2012 report by the Tufts Center for the Study of Drug Development.  By emphasizing CRO partnerships through our CRO Preferred Program™ we have been able to add a significant number of potential users for our products and services since outsourcing clinical trials in the US market is an established practice.  During 2013, the percentage of revenues from our CRO clients totaled approximately 27%.  We initiated the marketing of our CRO Preferred Program in early 2007 and as of December 31, 2013 we had approximately 40 CRO Partner relationships.  CRO partnerships allow us to leverage the selling and marketing capabilities of the CRO itself.  Our CRO strategy has allowed us to augment our selling efforts in a cost-effective manner by forging long-term strategic relationships with our CRO partners and their existing client base.  Our CRO partners gain the ability to manage the EDC decision making process proactively and add an extension to their line of products.  The CRO Preferred Program offers fixed pricing and pay-as-you-go Hosted Services.

Develop New Consulting Services.  Organizations are continually seeking advice and assistance in the implementation of tools and processes to better manage their clinical business and meet regulatory requirements.  Our experience working with many different sizes and types of organizations allows us to assist organizations with business strategy, business requirements, and customer software and integration solutions, all using tools, methods, and operating processes required for regulated data and applications.

Increase Public Relations and Marketing Activities.  We believe that targeted marketing efforts using web advertising campaigns, social networking tools, and industry publications and presentations will raise awareness and significantly increase sales opportunities.

Differentiate Through Service.  We believe that a key to our initial and long-term success is that we offer customers a robust EDC product and a distinctive experience that includes highly efficient integration with data imports and exports, quick set-up times and a growing list of eClinical enhancements.  Based on customer feedback, we believe our service is an important reason why our customers choose us over other EDC providers.

Penetrate the Large Pharma Market. Historically, we have had difficulty penetrating this market due to the size and scope of our operations.  Our long-term success in the eClinical market is predicated on leveraging the R&D, clinical and SG&A investments we have made over as large a group of clients and projects as possible.  It is typically more cost efficient, both to us and our clients, to deploy EDC and eClinical Solutions over a broader array of projects since EDC and eClinical solutions provide significant economies of scale from a human resources perspective when compared with traditional paper-based data collection methods.  The largest pharmaceutical companies have R&D budgets encompassing a significantly larger number of therapies and projects than others in the clinical trial space and are therefore in a position to spend more on EDC and eClinical Solutions.

Our Business Model

The scope of client clinical trial support service needs can vary from trial to trial.  Experience with EDC and other eClinical trial management solutions can also vary based on such factor as client size and sophistication.  Our approach to satisfying the diverse needs of our customers is a “crawl, walk, run” approach to Web-based EDC solutions.  We offer our eClinical Products under several business models including ASP as well as technology transition (“Technology Transition”) and technology transfer (“Technology Transfer”) models (both of which are considered licensed) which constituted 26% and 23%, respectively of our revenues for 2013.

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We offer a fully hosted ASP model designed to let the client bring study administration and set-up services in-house yet continue to host the solution with us, as well as a complete Technology Transfer model for clients that want to bring their eClinical technology solution in-house. This methodology allows our customers to use our services at their own pace, given the logistics of their human resource, infrastructure and capital constraints.  This model allows us the flexibility to deliver eClinical solutions to a broader array of clinical trial sponsors.

Under our ASP and Technology Transition models, critical data is housed in Cincinnati Bell’s e-business center in Cincinnati, Ohio.  For Technology Transfer engagements, OmniComm provides an array of implementation services such as installation, configuration, training, and validation support to assist our customers during the migration of the eClinical software and services to client owned facilities.

ASP contracts provide for flexible pricing that is based on both the size and duration of the clinical trial.  Size parameters for ASP engagements include the number of CRFs used to collect data and the number of sites utilizing our eClinical Products.  The client pays a trial setup fee based on the previously mentioned factors and then pays an on-going maintenance fee for the duration of the clinical trial that provides software updates, network and site support during the trial. Generally, these contracts will range in duration from three months to five years.  Setup fees are generally earned prior to the inception of a trial; however, the revenues are recognized in accordance with SEC Staff Accounting Bulletin No. 104 “Revenue Recognition” codified within Accounting Standards Codification 605 – 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.  In the short-run this method of revenue recognition diminishes the revenues recognized on a periodic basis on our financial statements and obliges us to record a liability.  In the long-run, we believe this backlog of “unrecognized” revenue, which is recorded as deferred revenues on our balance sheet, will provide our customers and investors revenue visibility and provide meaningful information on the size and scope of our selling efforts.

Pricing for Technology Transition and Technology Transfer is based on the transfer of a license for one of our eClinical solutions either on a perpetual or term license basis.  Pricing for the license is determined by the number of named users of the licensee and the volume of CRF pages collected annually.  Under our Technology Transition model there is also an annual maintenance charge incurred for hosting and hosting related services.  As part of our licensing model we offer professional and consulting services.  The scope of services offered includes installation, implementation, validation and training services related to the purchase of an eClinical software application license.  In addition, our professional services team provides consulting services aimed at helping our clients adopt “best practices” related to eClinical use within their existing operations.  Professional and consulting services are generally offered on a time-and-materials basis.

Both the TrialOne software application and eClinical Suites have historically been, and are expected to be sold in the future, under Technology Transfer arrangements.  Technology Transfer and Technology Transition relationships afford our clients with the ability to license eClinical solutions on a more cost-effective basis.  However, these relationships are normally predicated on the client having the internal infrastructure needed to effectively deploy EDC and eClinical products and services.  Consequently, we have found and continue to expect the typical client that licenses our eClinical applications to be a mid-sized or larger CRO; biotechnology or pharmaceutical client that is testing multiple therapies over a significant number of projects.

The advantage to us of having the licensing business model is that it allows us to significantly increase our installed base of EDC clients with a concomitant increase in revenues; however, we are able to make smaller investments in incremental cost of goods sold.  We expect our gross margins under licensing arrangements to exceed those we have historically experienced under our ASP model.

Our Software Products and Services

To date, our software has been used to run over 4,000 clinical trials at approximately 40,000 clinical investigative sites worldwide.

TrialMaster Solution for Electronic Data Capture

Our core product is TrialMaster, which allows organizations conducting clinical trials to collect and manage their clinical trial data over the internet. Users at investigative sites such as hospitals and doctors' offices can enter data into electronic forms that represent the study protocol, and the data is immediately validated against a set of protocol-specific rules. For example, a rule could check that a medication start date is earlier than the medication stop date, and prompt the user to correct this before proceeding. Compared to paper studies such real-time feedback dramatically improves the initial data quality. This in turn decreases the time it takes to analyze the study results, helping pharmaceutical, biotech and medical device companies bring their products to market sooner.

TrialMaster has a number of competitive strengths when compared to other EDC products. A key differentiator is that the rule checks described above are implemented using JavaScript, giving a highly-responsive user experience. For example, if a medication is marked as “continuing”, the stop date field can be immediately disabled, preventing inconsistent data from being entered. Other products would allow inconsistent data to be entered and only catch the problem after the user saves the whole form, which is less friendly and considerably more time-consuming. Additionally, TrialMaster has an intuitive user interface, easy navigation, and robust tools for monitoring and tracking the state of the data at any time. Finally, TrialMaster has open Application Programming Interfaces (APIs) that allow other clinical trial applications to send and receive data over the internet. For example, laboratory data can be transmitted and loaded automatically, while an external project management system could inquire about how many patients were enrolled in a particular TrialMaster study and update a summary table accordingly.

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TrialMaster has an integrated electronic learning system, a comprehensive set of standard reports and integrated ad-hoc reporting using a sophisticated business intelligence tool called LogiXML®.  TrialMaster allows the collected data to be extracted in a variety of standard formats, such as database tables, comma-delimited files, and SAS® datasets. The latest release also allows the data to be extracted in an industry-standard format called SDTM (Study Data Tabulation Model), simply by defining mappings between the input and output data structures. We believe this feature can save our customers considerable programming time.

It is standard practice to monitor all the data in the EDC system against the source medical records, an activity called Source Document Verification (SDV). In August 2011, the FDA issued draft guidance stating, among other things, that it was no longer necessary to perform 100% SDV, providing the data selection was part of a risk-based monitoring plan. TrialMaster includes a facility called “dynamic monitoring,” which allows organizations conducting clinical trials to select a subset of data for SDV based on a configurable, statistical algorithm. This capability allows TrialMaster customers to save significant costs in the conduct of clinical trials, since monitoring activities typically consume 30% of the total costs for a trial.

TrialBuilder® is the tool our customers and professional services staff use to model a clinical study. This includes the data collection forms, the data consistency rules and the visit schedule, as well as the workflow and security rules for accessing and managing the data. TrialBuilder is a sophisticated multi-window application with a productive user interface that utilizes drag-and-drop functionality. For example, to program the rule that a medication start date must be before the stop date, the user would simply drag the start and stop date fields into an expression window, and insert a “less than” sign between them. Our experience indicates that the TrialBuilder tool can be used to model a clinical study far more quickly than is possible with competitive products. This means our customers can get their studies enrolling patients more rapidly and at lower cost.

TrialMaster Archive allows us to provide human and machine readable copies of the data when a clinical study has been completed. The human-readable format consists of PDF files that represent the data exactly as it was displayed on the interactive web pages.  These are delivered to the client via CD in a read-only format, affording our clients and the FDA the ability to review clinical trial data by trial, site, patient, visit and form. Trial sponsors receive a CD with data for all sites including final data exports in the formats their TrialMaster study used.  Each site is provided with a CD with just their site specific data.  The program is self-contained, so no software is needed to view the CD, there are no minimum system requirements and an Internet connection is not required. The TrialMaster Archive also includes an optional Submission Module, which creates a casebook containing PDF formatted copies of all CRFs in FDA submission format.  This casebook is fully tabbed and bookmarked making it easy to find and view particular CRFs.

Hosting. Substantially all of our customers use our hosting services for TrialMaster at our dedicated data center in Cincinnati, Ohio, which is specifically designed to optimize the delivery of our application services and to ensure the availability and security of our customers’ research data. Our state of the art facility includes 24 by 7 staffing, enterprise class security, redundant power and cooling systems, large-scale data back-up capabilities and multiple Internet access points and providers.  In addition, we maintain back-up facilities and disaster recovery services out of a location in Fort Lauderdale, Florida.  We use Iron Mountain for offsite data storage.

Our hosting operations incorporate industry-standard hardware, databases and application servers in a flexible, scalable architecture. Elements of our applications’ infrastructure can be replaced or added with minimal interruption in service in order to reduce the likelihood that the failure of any single device will cause a broad service outage. We can scale to increasing numbers of customers by adding additional capacity in the form of servers and disk space. We have invested heavily in our data center operations to expand our storage capacity to meet increasing customer demands. Our storage architecture helps to ensure the safe, secure archiving of customers’ data and to deliver the speed and performance required to enable customers to access and manage their clinical study data in real-time.

Support. We have a multi-national organization to support our applications worldwide. We also offer 24 by 7 support to our customers’ investigator sites through multi-lingual help desks located in our US offices and in Bonn, Germany.

Consulting and Professional Services

Our services include delivery of our hosted solutions and consulting services, customer support and training and the delivery of implementation services for Technology Transfer engagements, including installation, configuration, validation and training. The primary consulting services we offer for both ASP and Technology Transfer engagements include:

■ Project Management – We assign a project manager to oversee every project and provide up-to-date communications on the status of the project.  We use a methodology called OmniAdvance, to ensure that all deliverables are standard and of high quality.

■ Clinical Services – We have expertise in translating a clinical protocol into an electronic Case Report Form format.  We ensure that CRF design, Visit Schedule, Site and Patient Definitions, Edit Checks, Derivations, and Code Lists are all optimized to use industry best practices, and, where applicable, CDISC/CDASH standards.

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■ Training. We provide extensive hands-on and eLearning-based EDC training classes.  Training classes can be conducted at a sponsor location, at an investigator meeting or at an investigator site and via Web-cast.

■ Custom Configuration.  Our EDC and eClinical platforms are flexible and allow for major reconfiguration.  Each trial can be designed to suit the specific client workflows and trial design.  Our eClinical includes a clinical trial management system (CTMS), Drug Supply, Safety and Randomization options that can simplify the trial management experience.

■ System Integration. We help our clients integrate our EDC solutions with existing systems or external systems (Patient Diaries, Medical Devices and Labs, etc.).  We analyze the client’s legacy systems and data management needs in order to decide how to most efficiently integrate EDC.

■ SOPs and implementation assistance.  Our client services and support personnel can be engaged to write an implementation plan designed to effectively integrate with our EDC solutions.  We can also write standard operating procedures (“SOP”s) to help client staff clearly understand their roles in using TrialMaster to conduct trial activities.  We can also analyze and document business processes to determine where greater operating efficiency may be gained.

■ Installation.  There are various architectures for deploying a secure EDC solution to remote investigator sites. These services explore different security, performance and system management alternatives and help the client design and install an optimal solution to meet their unique needs.

■ Validation.  We offer a test kit that includes test cases and documentation to validate the installation of our EDC applications against regulatory requirements.

TrialOne Phase I EDC Software

The Pharma and Biotech Industries are responding to growing pressure to reduce development time and increase the number of new medicines.  According to an October 2010 Advanced Pharma Report, the number of total compounds in active clinical trials has increased from 3,987 in 2004 to 5,605 in 2009.  At the same time the total procedures per protocol have increased from an average of 105.9 during the 4 year period prior to 2004 to an average of 158.1 post 2004.  The majority of EDC vendors cannot support the unique way Phase I trials are conducted.  Often clinical trial sponsors will conduct numerous small studies that require frequent last minute changes.  Those changes can be both time consuming and costly to implement.  Typically, this has caused pharmaceutical companies to continue using traditional paper-based data collection methods.  Typically, Phase I trials are conducted on small subject populations and often only at one site. Studies can be broken down into multiple cohorts where the majority of data is collected in the first 48 hours.

TrialOne has been designed for real-time source-based data collection. Where this is not possible, data is collected through customizable data collection forms that are designed to match the source paper collection forms in order to reduce the errors inherent to data entry.

We believe TrialOne can help dramatically reduce queries through the use of real time edit checks and direct data capture from source medical instrumentation (e.g., ECG, vital sign monitors).  The schedule-driven system, which is automated via the TrialOne application, assists investigators and their staff to collect accurate data at the point of patient collection, thus reducing errors inherent with manual operations in a clinical trial.

TrialOne is a web-based application which provides secure real-time access to all study information, in particular trial sponsors and investigators are provided with information that allows for faster decision making.  Mid-study data provides trial sponsors with information useful in determining a drug’s safety and efficacy. More rapid access to clinical trial data will also allow trial sponsors to stop unsuccessful compounds sooner and to bring the successful therapies to market more quickly.

The key benefits of TrialOne for our customers include:

● Faster data collection which leads to the ability to get to a quicker database lock allowing for a timelier analysis of study data;

● An ability for clinical trial sponsors to reduce their total cost throughout the entire Phase I process by streamlining the patient recruitment process, improving error rates through the use of edit queries and through the effective use of integration with medical instrumentation;

● Access to valid data earlier provides more visibility for “Go/No Go” decisions;

● Increase trial subject safety-review data (e.g. vital sign trends) in real-time;

● Trial sponsors can manage or run more studies with less human resources; and

● The use of bar-coded samples reduces laboratory errors thereby increasing patient safety.

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TrialOne Phase I Application Suite

TrialOne is a comprehensive software application suite that provides clinical trial site sponsors, study investigators and study monitors with several tools designed at making the overall Phase I operation more efficient.  Phase I studies are used to conduct the first tests of new drugs or medical devices in humans. They are often held in dedicated Phase I clinics, where volunteers follow a strict timed schedule of dosing followed by measurements such as vital signs, electrocardiograms and repeated blood draws. TrialOne is designed to manage the automation of Phase I clinics. It allows the specification of the schedule and the corresponding dosing and required measurements, then supports the real-time collection of data according to that schedule. Much of the data collection is automated via direct entry from instruments, such as barcode scanners that read barcodes on both the patients and the vials of blood being filled. In short, TrialOne brings tried and tested production-line technology to the process of Phase I clinical trials.

The key components of the TrialOne application include:

Sample Tracking.  TrialOne allows customers to completely automate their site’s laboratory. Samples can be tracked and batched while alarms and information can be configured specific to each sample. Dispatch lists and labels are automatically produced for shipment of samples to the central laboratory. Data is then received back electronically into the TrialOne database.

Subject Recruitment and Screening.  In a May 2012 Applied Clinical Trials Online article Kenneth Getz with the Tufts CSDD reported that at least 90% of clinical trials are extended by at least 6 weeks due to failing to enroll patients on schedule and only approximately one-third of the sites in multisite trials successfully enroll the requisite number of patients.  The TrialOne subject recruitment module provides essential functionality for automating the collection and tracking of information involved in finding, screening and scheduling subject candidates for an early phase study.   The use of TrialOne for subject recruitment allows customers to access a comprehensive volunteer record management system with ease and efficiency.  The customized database can be searched for volunteers based on specific demographics, medical history and concomitant medications.  Trial sponsors can define study-specific screening test panels and record volunteer screening test results.  Outbound communications can be managed allowing for the scheduling of calls, sending e-mail blasts, printing mailing labels or exporting flexible CSV files.

The process of screening and interviewing study volunteers can be a time-consuming and expensive proposition.  TrialOne provides staff with an easy-to-use, scripted interface for interviewing volunteers that allows staff to automatically evaluate study volunteers based on configurable inclusion and exclusion requirements.  Finally, the TrialOne recruitment module seamlessly integrates data with the TrialOne EDC solution when a volunteer is accepted into a study

Scheduler.  The scheduler module provides a mechanism for defining the study structure including a time and events schedule.  The module optimizes study build times using a wizard-driven design tool creating database efficiencies using object libraries and templates.   This can quickly produce clear, easy to use, schedule driven electronic case report forms suitable for complex and adaptive clinical trials including study alarms and real time validation criteria with edits.  Additionally, the Scheduler can define actions or events to be automatically offset relative to the study drug and rapidly address mid-study changes.

Direct Data Capture (DDC).  The DDC module allows capture of real-time data for screening or study at data collection stations, bed-side or roaming.  The system allows for the collection of data online, over an intranet or internet using a desktop, notebook, or tablet PC.  Using a library of custom drivers the DDC module can collect vital signs or other biologic data directly from device and/or instrumentation.  As with later phase applications the system can clean data at the point of collection with real-time validation edit checks while enhancing protocol compliance via schedule-driven workflow.  Working with the Subject Recruitment and Screening module the system seamlessly maps data to the recruitment database for future criteria searches.  Automation and authentication checks are maintained using a full array of barcode and scanner support for all aspects of the clinic including subject ID’s, sample labeling and event tracking.

AdHoc Reporting.  An integrated Ad-Hoc reporting tool is available with wizard-driven report generation with drill-down reports that include interactive charts and graphs.  The AdHoc module supports aggregate data and advanced calculations, an advanced and easy to use export feature, and distributable system reports by configurable schedules.  Data is protected by event configurable security and role-based security.  The AdHoc module allows for real-time data access to important trends such as vital signs and adverse events.

eClinical Suite

The eClinical Suite is comprised of a number of highly configurable modules that can be combined to provide a robust solution for capturing and managing clinical trial data based on specific client needs.  The modules are:

● eClinical Portal – the gateway to all functions, data and reports.  It provides the means to create an environment specific to any Protocol and User needs.

● eClinical Data Management – where protocols are defined using libraries of reusable standard objects (Codelists, Data Items, Data Modules, Pages, Edit Checks, etc.).

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● eClinical Data Capture – is the (EDC) module used by Investigator Sites and client personnel such as Data Managers, Statisticians, Safety, etc.  In this module data can be entered and reviewed; queries resolved, etc.  The interface is highly intuitive and easy to use thereby minimizing end-user training times.  High performance is maintained to keep page turn wait times to a minimum.

● eClinical Study Conduct – proactively allows the clinical operations organization to manage the timelines, resources, budget, payments, clinical supplies, and key study milestones and metrics.

● eClinical Adverse Event Reporting – based on industry standards for safety reporting, this module allows for the capture, review, reporting and global submission of both serious and non-serious adverse event cases.

● eClinical Autoencoder – delivers both automated and manual coding of adverse event and drug medication terminology using standard and custom dictionaries and configurable coding algorithms.

OmniComm believes the eClinical suite is a robust and proven platform with a loyal customer base. There is some functional overlap with TrialMaster, in that both offer an EDC capability.  We continue to progressively integrate the features of the eClinical and TrialMaster tools and have offered those eClinical customers that solely use EDC the option to transition to TrialMaster.

Promasys B.V. Acquisition

On November 11, 2013, with economic effect as of October 31, 2013, we acquired 100% of the capital stock of Promasys B.V., a privately held Netherlands company, from the shareholders of Promasys B.V. pursuant to a share exchange agreement in exchange for 435,998 euros (approximately $593,000) and 2,270,000 shares of our common stock. We issued the 2,270,000 shares to the shareholders who were all non US-persons/non US-entities and the issuance of the shares to them occurred in an offshore transaction.

We believe this acquisition complements our current product offerings by adding a product line dedicated to providing a flexible, cost effective EDC product specifically developed for academic and investigator initiated trials and by diversifying our customer base into the Far East.

The acquisition has been accounted for in accordance with FASB ASC Topic 805-Business Combination. The results of the acquisition’s operations have been included in the consolidated statements of operations since November 1, 2013. In 2013 the Promasys B.V. acquisition contributed $105,660 of revenue.

Promasys Software

Promasys is an integrated clinical trial data management and EDC system that brings industry standard quality and efficiency to the data collection, data management and reporting process in clinical trials. Setting up a new clinical study database in Promasys is straightforward and easy and does not require any programming knowledge.

iPad Application

Promasys 7.1 brings new features and capabilities. An iPad compatible version brings secure mobile data entry and subject management to the clinical trials work floor. The Promasys iPad app delivers Promasys’ featured support for data quality and integrity and regulatory compliance on a mobile device making it easier for study investigators and study monitors to enter data while at the point of care.

Study Life Cycle™

System access control is managed based on user ID and password. For each user or user group, access rights are configured in detail with 4 levels of access; none, read, write, and admin that can be specified for each menu function, clinical trial, and study center. For multi-center trials, access rights can be configured easily to match the roles of the trial staff in the different centers while limiting access to subjects belonging to the user’s own center only. Promasys supports the execution of GCP compliant clinical trials with the Study Life Cycle™, the quality engine of the system that divides a clinical trial in 7 distinct phases. The Study Life Cycle™ dynamically adjusts the access rights of users when a trial moves from one phase to the next. In this way, the quality of the trial is supported and the integrity of the data is guaranteed, without the need for user intervention.

Web CRF

The WebCRF is a data entry interface that works through a standard web browser. It allows enrolling and including subjects and entering trial data without the need to install Promasys’ windows client component. Access to subjects is securely controlled, based on the user’s login credentials that reflect the functional role as well as the study center of the user.

Industry Background

The eClinical industry is poised for growth over the next few years in both the domestic and international clinical trial market. Furthermore, we believe that industry and regulatory trends summarized below have led pharmaceutical, biotechnology and medical device companies to increase R&D for proprietary new drugs and medical devices. We believe these trends have required companies to conduct increasingly complex clinical trials and develop multinational clinical trial capability, while seeking to control costs.  We believe demand for simplified integration and improved collaboration has driven EDC vendors to develop broader eClinical trial suites to give sponsors shorter, less costly trials and give investigators easier ways to execute and manage them.

Government Health Care Reform.  There has been continued pressure in the U.S. to enact health care reform.  New legislation may alter the dynamic of how prescription drugs are reimbursed by both private insurers and government-sponsored agencies.  These pressures which may mandate significant cost containment measures including government sponsored health care and regulation over the cost of therapies may increase the pressure on drug and device manufacturers to expedite the approval of their products and services.

Generic Drug Effect.  Competition from generic drugs following patent expiration has resulted in increasing market pressure on profit margins.  A 2011 EvaluatePharma report estimated that medicines now generating approximately $133 billion in revenues will be subject to generic competition by 2016.  In 2011 Lipitor, the top selling pharmaceutical medicine in the world came off patent and is now competing with generic versions.  Over the next several years, more drugs will come off patent.  The major pharmaceutical companies will need to increase R&D in order to identify new drugs that can replace the revenue lost to generic versions of their previously protected drugs.

Increasingly Complex and Stringent Regulation.  Increasingly complex and stringent regulatory requirements have increased the volume and quality of data required for regulatory filings and escalated the demand for real-time, high-accuracy data collection and analysis during the drug development process.

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Reducing Drug Development Time Requirements.  To reduce costs, maintain market share and speed revenue production, pharmaceutical, medical device and biotechnology companies face increasing pressure to bring new drugs to market in the shortest possible time.

New Drug Development Pressures.  To respond to the demand for products for an aging population and for the treatment of chronic disorders and life-threatening conditions, research and development expenditures have increased as a result of the constant pressure to develop and patent new therapies.

Expansion of Approved Treatment Indications.  There is substantial incentive on the part of the pharmaceutical and biotechnology drug and therapy owners to expand the scope of FDA approved treatment indications for their already approved therapies.  A significant benefit of developing new indications is the ability to extend patent protection for products already approved by the FDA.

These trends have created even greater competitive demands on the industry to bring products to market efficiently and quickly.

Market Opportunity

Clinical trials are a critical component in bringing a drug or medical device to market.  All prescription drug and medical device therapies must undergo extensive testing as part of the regulatory approval process.  We believe many clinical trials continue to be conducted in an antiquated manner and fail to optimize the resources available for a successful clinical trial.  We believe that our solutions significantly reduce costs, improve data quality and expedite results.  We believe the data integrity, system reliability, management control and auditable quality of our eClinical applications will aid clinical trial sponsors that want to improve clinical trial efficiencies, speed-up results and ensure regulatory compliance.

In order for a drug or medical device to be marketed in the United States, Europe or Japan, the drug or device must undergo extensive testing and regulatory review to determine that it is safe and effective.  The regulatory review process for new drugs and devices is time consuming and expensive.  For example, a new drug application (“NDA”) can take up to two years before FDA approval.  This is in addition to approximately five to nine years of studies required to provide the data to support the NDA.  The amount of money and time currently spent on clinical trials is enormous. The following points are illustrative of clinical trial industry dynamics:

● Drug companies can lose as much as $35.6 million in potential revenue for each day a trial is delayed on a blockbuster drug such as Lipitor®.  Source: Pfizer, Inc. website.

● In 2009, over 5,000 compounds were in active clinical trials and the FDA approved 83 drugs for sale.   Source: 2011 Tufts Center for the Study of Drug Development report.

● According to a 2011 Tufts Center for the Study of Drug Development report, the average drug approved for sale by the FDA costs over $1.3 Billion to bring to market.

Included in the above cost analysis of bringing a new medicine to market are expenses of project failures and the impact that long development times have on investment costs.  The estimate also accounts for out-of-pocket discovery and preclinical development costs, post-approval marketing studies and the cost of capital.  Lengthening development times caused by complex disease targets and a more intensive regulatory process have more than tripled the cost of developing a drug over the past 15 years.  The estimates which were published as part of a 2010 Tufts University study cite that drug companies are under great pressure to reduce costs and to increase the pace of drug development.

We believe that success in the EDC market is predicated on several criteria.  As the industry grows and matures the ability of participants to fulfill the varied needs of clinical trial sponsors becomes more critical to achieving operational and financial success.  We believe these success criteria include:

● Deployment options.  Successful EDC vendors provide clinical trial sponsors flexibility in choosing whether to deploy EDC on an ASP, Technology Transfer or Technology Transition basis.  The ultimate criteria for the selection of the type of technology delivery methodology is often predicated on the size of the clinical trial sponsor.  Since this will often determine first the financial resources available for the deployment of new technologies and second, will help determine the sophistication of the company’s technology infrastructure and therefor their ability to bring in-house their EDC operations.

● Interoperability.  Most clinical trial sponsors have invested in other technology platforms to run their trials.  These include clinical data management systems, interactive voice response systems and Central Labs.  The ability for an eClinical solution to integrate with existing technology platforms is a key decision making factor.

● Scalability.  The ability to scale the eClinical solutions to absorb additional projects seamlessly is important to trial sponsors.  Scalable solutions will retain their speed and performance metrics as projects and engagements increase in size.

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● Migration from hosted to technology transfer solutions.  When clinical trial sponsors decide to bring the eClinical services and solutions in-house it is vital that they do not experience a degradation of speed, performance or system reliability.

● Flexibility.  The more robust eClinical systems will be designed to provide the ability to increase functionality and guarantee interoperability with other industry technology solutions.  As the industry and technology matures clinical trial sponsors will demand new functionality without loss of performance or reliability.

● Vendor stability.  eClinical vendors should be able to demonstrate a viable business model and financial structure that can sustain a long-term relationship with clinical trial sponsors.

● Systematic adoption of best practices.  eClinical vendors will be expected to assimilate best-practice workflows and process tools.

● Professional services.  The adoption and implementation of eClinical solutions into a clinical trial environment requires significant financial, technical and human resource investment on the part of clinical trial sponsors.  A robust offering of professional services that fully integrate with the technological eClinical offerings will be considered an integral part of any eClinical purchase.

License Agreements

DataSci, LLC

On April 9, 2009, we entered into a Settlement and License Agreement with DataSci, LLC (“DataSci”) which relates to a lawsuit filed on June 18, 2008 in the United States District Court for the District of Maryland by DataSci against OmniComm alleging infringement of U.S. Patent No. 6,496,827 B2 entitled “Methods and Apparatus for the Centralized Collection and Validation of Geographically Distributed Clinical Study Data with Verification of Input Data to the Distributed System” (“Licensed Patent”) owned by DataSci. Pursuant to the Settlement and License Agreement, the parties agreed to enter into a Stipulated Order of Dismissal of the lawsuit filed by DataSci and DataSci granted us a worldwide, non-exclusive non-transferable right and license under the Licensed Patent the subject of the claim and the right to sublicense TrialMaster on a Technology Transfer and Technology Transition basis. The license expressly excludes the right to make, use, sell, import, market, distribute, oversee the operation of, or service systems covered by a claim (if any) of the Licensed Patent to the extent such systems are used for creating and managing source documentation and conducting remote data validation in clinical trial studies using a tablet PC with stylus, touch screen device, digitizing tablet, digitizer pen or similar mobile processing device (“Digitizing Device”), wherein the source documentation is electronic and is completed using a Digitizing Device. Under the terms of the license, we are obligated to pay royalties quarterly for sales of Licensed Products, as defined therein, from January 1, 2009 until the expiration of the Licensed Patent. We anticipate that this will approximate the annual minimum royalty payment(s) during any calendar year as follows:  2014 - until expiration of the Licensed Patent - $450,000 per year.  In addition to the cash consideration the Company has issued a warrant for 1,000,000 shares of our common stock with an exercise price of $.01 per share.  The warrant has been granted for past use of the Licensed Patent.  The warrant can be exercised by DataSci in month 24 or later or upon its sole discretion require the Company to pay $300,000 in cash in lieu of exercising the warrant.

On June 23, 2009, we entered into an agreement to acquire the EDC assets of eResearch Technology.  Concurrent with the consummation of that transaction we entered into the First Amendment to Settlement and Licensing Agreement with DataSci, LLC to provide for license payments of $300,000 to DataSci over the next three years for the eResearch Technology EDC assets acquired.

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Our Customers

We are committed to developing long-term, partnering relationships with our clients and adapting our products and services to meet the unique and challenging needs of their trials. Our customers include leading pharmaceutical, biotechnology, medical device companies, academic institutions, clinical research organizations and other entities engaged in clinical trials. As of December 31, 2013, we had approximately 110 customers, including 2 of the top 10 global pharmaceutical companies measured by revenue, the largest medical device company and the eighth largest biotechnology company. Our representative customers by sponsor type include:

Trial Sponsor	Sponsor Type
Boston Scientific	Medical Device
Alkermes	Biotechnology
Gilead Sciences	Biopharmaceutical
Columbia University (InChoir)	Academic
INC Research	Contract Research Organization
Johnson & Johnson	Pharmaceutical
Pfizer	Pharmaceutical

Sales and Marketing

We sell our products through a direct sales force, relationships with CRO Partners, and through co-marketing agreements with Vendor and Channel Partners.  Our marketing efforts to-date have focused on increasing market awareness of our firm and products.  These efforts have primarily been comprised of attendance and participation in industry conferences and seminars.  A primary focus of our future marketing efforts will be to continue increasing our market penetration and market awareness.  As of December 31, 2013, we had 13 employees in sales and marketing.

Our efforts during 2014 will include continuing to increase the number of sales personnel and sales support staff employed in the U.S. and Europe, increasing our attendance and marketing efforts at industry conferences and increasing the number of Company sponsored events including webinars, symposiums and other marketing events. 

Our marketing strategy is to generate qualified sales leads, enhance the global recognition of our brand and products and establish OmniComm as a provider of high value eClinical solutions. Our principal marketing initiatives target key executives and decision makers within our existing and prospective customer base.  We sponsor and participate in industry events including user conferences, trade shows and webinars. During 2014 we expect to increase the number of articles authored by OmniComm employees and to increase our efforts at participating in cooperative marketing efforts with our CRO partners and other providers of complementary services or technology, including joint press announcements, joint trade show activities and joint seminars and webinars.

Clinical trial sponsors have historically outsourced many of their clinical research activities in an attempt to control costs and expand capacity. Our CRO relationships help us position our software solutions as the core platform for their outsourced client trial management services. Through our CRO Preferred Program, we partner with CROs to deliver our eClinical technologies along with the CRO’s project and data management expertise. We also train, certify and support our CRO and other clinical services partners, which enables them to quickly and cost-effectively implement our technology in sponsors’ studies.  A critical aspect of the program is our ability to deliver our eClinical solutions on a fixed cost basis to our partners.  Because of the economics intrinsic to the CRO industry, a fixed cost solution affords the partner a stronger ability to manage their costs and deliver cost-effective solutions to their clinical trial sponsor clients.

We have been able to obtain valuable insight into our customers’ needs through the following customer specific initiatives:

Innovation Forum: For 2013 the scope of our annual user group meeting was changed to a client driven Innovation Forum. The goal of the Innovation Forum is to ensure that attendees receive practical information, training and collaboration that can be taken back, implemented and shared within their respective organizations. The Innovation Forum attracted more than 100 attendees, along with the highest number of external thought leading and keynote speakers as well as the largest number of sponsoring and exhibiting partners. Content included product demonstrations, customer case studies, panel discussions, partner presentations, plus thought provoking presentations from independent industry thought leaders.

eClinical webinars:  We host periodic web-based seminars for current and prospective customers, which are typically focused on our products or current developments in the eClinical industry.  These webinars offer informative industry related topics to our customers and foster good relationships with our current and potential customers.

Online Customer Forum:  OmniComm has created an online blog via LinkedIn that allows us to have constant communication with our customers.  This interactive forum allows us to post questions, solicit feedback, and share information with our customers on a daily basis.  It also allows our customers to share their opinions with us and other customers as well.  This feedback is invaluable to OmniComm as we strive to produce cutting-edge technology to keep pace with our customers’ needs.  OmniComm will continue to explore innovative approaches to offer value added information to our clients, leveraging social media and other available outlets.

Research and Development

Our ability to compete within the EDC industry is predicated on our ability to continue enhancing and broadening the scope of solutions offered through our eClinical solutions.  Our R&D efforts are focused on developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality.  Our development of TrialMaster and its subsequent improvements and refinements have been handled by our in-house staff of developers.  In the past, our philosophy towards software development has been to design and implement all of our solutions through in-house development. As of December 31, 2013, we had approximately 35 employees involved in our R&D efforts.

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We currently partner with several eClinical applications in an effort to expand the scope of products and services we offer our customers.  In the past, integrating these platforms has required R&D time, effort and expenditures.  We anticipate expending R&D funds on these efforts as we expand these relationships to include more formalized relationships which could include revenue sharing or private label arrangements.

We expect our R&D efforts over the next few years to be aimed at first, effectively integrating the broad array of functionality that exists in our current product base (TrialMaster, TrialOne and eClinical Suite), and second, broadening the scope of our eClinical functionality and services by selectively developing or acquiring new complementary products and services.  These efforts may include select strategic alliances with software and service partners possessing clinical trial industry experience.

When developing our technical solutions to manage clinical data, industry regulatory requirements also dictate that substantial documentation be created to demonstrate the integrity of the solution, known in the industry as a validation package. Our software development lifecycle practices include streamlined methodologies for generating and maintaining validation packages during the software release process. These methodologies include a validated path for upgrading existing installations and data. We currently release major updates to our software applications approximately twice per year.  We believe that the completeness of our validation packages provides our customers with an ability to stay on current technology, allowing us to minimize the number of legacy releases that require maintenance and support.

Our R&D department includes a product management team that works with both internal and customer experts to create new features and functionality, a technical documentation team, as well as product engineering and software quality assurance functions. We also have a dedicated R&D team building integration software and APIs on top of our platform. During fiscal 2013, we spent approximately $2,403,504 on R&D activities, the majority of which represented the salaries of our programmers and developers.  In fiscal 2012 we spent approximately $2,337,904 on R&D activities, the majority of which represented salaries to our programmers and developers.

Intellectual Property

Our success and ability to compete are dependent on our efforts to develop and maintain the proprietary aspects of our technology. We rely upon a combination of trademark, trade secret, copyright and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring our employees and consultants to enter into confidentiality, non-competition and assignment of inventions agreements. We have registered trademarks and service marks in the United States and abroad, and have filed applications for the registration of additional trademarks and service marks. Our principal trademarks are “OmniComm Systems,” “TrialMaster,” “TrialBuilder,” “TrialExplorer,” “Promasys” and “TrialOne.”  These legal protections afford only limited protection for our technology. Our agreements with employees, consultants and others who participate in development activities could be breached.  However, due to rapid technological change, we believe that factors such as the technological and creative skills of our personnel, new product and service developments and enhancements to existing products and services are more important than the various legal protections of our technology to establish and maintain a technology leadership position.

We currently hold several domain names, including the domain names “omnicomm.com,” “promasyssoftware.nl,” “promasyssoftware.com” and “trialmaster.com.” Additionally, legislative proposals have been made by the U.S. federal government that would afford broad protection to owners of databases of information. The protection of databases already exists in the European Union. The adoption of legislation protecting database owners could have a material adverse effect on our business, requiring us to develop additional, complex data protection features for our software products.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our software solutions or to obtain and use information that we regard as proprietary. The laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition. There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology. Any failure to meaningfully protect our intellectual property and other proprietary rights could have a material adverse effect on our business, operating results or financial condition.

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In addition, since the software and Internet-based industries are characterized by the existence of a large number of patents, trademarks and copyrights it also involves frequent litigation based on allegations of infringement or other violations of intellectual property rights. We, and other companies in our industry, have entered into a settlement and obtained a license from a patent holder to license third-party technology and other intellectual property rights that are incorporated into some elements of our services and solutions. Our technologies may not be able to withstand third-party claims or rights against their use. Any intellectual property claims against us, with or without merit, could be time-consuming and expensive to litigate or settle, could divert management attention from executing our business plan or require us to enter into royalty or licensing agreements with third parties. Such royalty or licensing agreements, if required, might not be available on terms acceptable to us or at all, which could have a material adverse effect upon our business and financial position. There is no assurance that we will not become subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. An adverse determination on such a claim would increase our costs and could also prevent us from offering our technologies and services to others.

We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights, such as trademarks, technology or copyrighted material, to third parties. We generally provide in our customer agreements that we will indemnify our customers against third-party infringement claims relating to our technology provided to the customer.

Competition

The market for electronic data collection, data management and adverse event reporting systems is highly competitive, rapidly evolving, fragmented and is subject to changing technology, shifting customer needs and frequent introductions of new products and services. We compete with systems and paper-based processes utilized by existing or prospective customers, as well as other commercial vendors of EDC and eClinical applications, clinical data management systems and adverse event reporting software, including:

● systems developed internally by existing or prospective customers;

● vendors of EDC, eClinical,  clinical trial management systems and adverse event reporting product suites, including Oracle Clinical and PhaseForward, Inc., business units of Oracle Corporation and Medidata Solutions;

● vendors of stand-alone EDC, data management and adverse event reporting products; and

● CROs with internally developed EDC, clinical data management systems or adverse event reporting systems.

Our ability to remain competitive will depend to a great extent upon our ongoing performance in the areas of product development, customer support and service delivery. We believe that the principal competitive factors in our market include the following:

● product functionality and breadth of integration among the EDC, eClinical, clinical trial management systems and adverse event reporting solutions;

● reputation and financial stability of the vendor;

● low total cost of ownership and demonstrable benefits for customers;

● depth of expertise and quality of consulting and training services;

● performance, security, scalability, flexibility and reliability of the solutions;

● speed and ease of implementation and integration; and

● sales and marketing capabilities and the quality of customer support.

We believe that our technical expertise, the knowledge and experience of our principals in the industry, quality of service, responsiveness to client needs and speed in delivering solutions will allow us to compete favorably within this market.  Many of our competitors and potential competitors have greater name recognition, longer operating histories and significantly greater resources. There can be no assurance that our current or prospective competitors will not offer or develop products or services that are superior to, or that achieve greater market acceptance than, our products and services.

Government Regulation

The conduct of clinical trials is subject to regulation and regulatory guidance associated with the approval of new drugs, biological products and medical devices imposed upon the clinical trial process by the U.S. federal government and related regulatory authorities such as the FDA, and by foreign governments. Use of our software products, services and hosted solutions by entities engaged in clinical trials must be done in a manner that is compliant with these regulations and regulatory guidance. Failure to do so could have an adverse impact on a clinical trial sponsor’s ability to obtain regulatory approval of new drugs, biological products or medical devices. If our product and service offerings fail to allow our customers and potential customers to operate in a manner that is compliant with applicable regulations and regulatory guidance, clinical trial sponsors and other entities conducting clinical research may be unwilling to use our software products, services and hosted solutions. Accordingly, we design our product and service offerings to allow our customers and potential customers to operate in a manner that is compliant with applicable regulations and regulatory guidance. We also expend considerable time and effort monitoring regulatory developments that could impact the use of our products and services by our customers and use this information in designing or modifying our product and service offerings.

The following is an overview of some of the regulations that our customers and potential customers are required to comply with in the conduct of clinical trials.

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The clinical testing of drugs, biologics and medical devices is subject to regulation by the FDA and other governmental authorities worldwide. The use of software during the clinical trial process must adhere to the regulations and regulatory guidance known as Good Clinical Practices, other various codified FDA regulations, the Consolidated Guidance for Industry from the International Conference on Harmonization regarding Good Clinical Practice for Europe, Japan and the United States and other guidance documents. Our products, services and hosted solutions are developed using our domain expertise and are designed to allow compliance with applicable rules or regulations.

In addition to the aforementioned regulations and regulatory guidance, the FDA has developed regulations and regulatory guidance concerning electronic records and electronic signatures. The regulations, codified as 21 CFR Part 11, are interpreted for clinical trials in a guidance document titled Computerized Systems Used in Clinical Trials. This regulatory guidance stipulates that computerized systems used to capture or manage clinical trial data must meet certain standards for attributability, accuracy, retrievability, traceability, inspectability, validity, security and dependability. Other guidance documents have been issued that also help in the interpretation of 21 CFR Part 11.

Regulation of the use and disclosure of personal medical information is complex and growing. Federal legislation in the United States, known as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes a number of requirements on the use and disclosure of “protected health information” which is individually identifiable, including standards for the use and disclosure by the health care facilities and providers who are involved in clinical trials. HIPAA also imposes on these healthcare facilities and providers standards to assure the confidentiality of health information stored or processed electronically, including a series of administrative, technical and physical security procedures. This may affect us in several ways. Many users of our products and services are directly regulated under HIPAA and, to the extent our products cannot be utilized in a manner that is consistent with the users’ HIPAA compliance requirements, our products will likely not be selected. In addition, we may be directly affected by HIPAA and similar state privacy laws. Under HIPAA, to the extent we perform functions or activities on behalf of customers that are directly regulated by such medical privacy laws, such customers may be required to obtain satisfactory assurance, in the form of a written agreement that we will comply with a number of the same HIPAA requirements.

Business Segments and Geographic Information

We view our operations and manage our business as one operating segment.  Our revenues prior to 2009 had been generated almost exclusively from U.S. based clients.  Our 2009 acquisitions allowed us to increase the number of clients we service in the European market.  TrialMaster has been deployed in clinical trials conducted both domestically in the U.S. and internationally in Europe, Asia, Africa and Australia.  We began operations in Europe through our wholly owned subsidiary OmniComm Europe BV which has ceased operations.  In 2007, we created a subsidiary in Germany, OmniComm Europe, GmbH and merged the operations of OmniComm Europe BV into that unit. OmniComm Europe, GmbH, operates out of an office in Bonn, Germany.  We currently employ 13 FTEs in that office spanning all areas of our operation including study development, project management, quality assurance and clinical support and services.  In 2012 we expanded our European operations by creating a wholly owned subsidiary in Spain, OmniComm Spain S.L. We currently have one employee in Spain.

In August 2009 we acquired the EDC assets of Logos Technologies Ltd. out of administration (similar to a U.S. Chapter 11 bankruptcy proceeding) in the U.K.  As part of that transaction we opened an R&D office for our newly acquired phase one product, TrialOne.  We currently employ nine employees out of that office.

During 2009 we also completed the acquisition of the EDC assets of eResearch Technology.  One of the results of our two acquisitions was to increase the number of clients serviced in the European market to approximately 21 clients.  In 2014, we expect the percentage of revenues generated from our European operations to increase.  In 2013 approximately 13% of total revenue was generated in the European market.

In November 2013, with economic effect as of October 31, 2013, we acquired Promasys B.V. This acquisition gave us a new product line, Promasys Software that is designed for academic and investigator initiated trials. We currently have three employees in Leiden, the Netherlands and one in Tokyo, Japan.

Background and History

OmniComm Systems, Inc. was originally organized as Coral Development Corp., under the laws of the State of Delaware, on November 19, 1996, by Modern Technology Corp. (“Modern”).  Modern originally completed a “blind pool/blank check” offer pursuant to Rule 419 by having Modern distribute Coral Development shares as a dividend to Modern shareholders.  On February 17, 1999, OmniComm Systems, Inc., a company organized under the laws of the State of Florida as the Premisys Group, Inc. on March 4, 1997, merged with Coral Development.  Coral Development was the surviving entity post-merger.  The merged entity changed its name to OmniComm Systems, Inc.

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Employees

We currently have 108 full time equivalents (“FTEs”) of which four are executives, four are administrative, 36 are programmers, engineers or technology specialists, 47 work in clinical operations, three are technology and systems managers and fourteen are in sales and marketing.  We employ 55 employees out of our headquarters in Fort Lauderdale, Florida, eleven employees out of a regional operating office in Monmouth Junction, New Jersey and thirteen field employees located throughout the United States.  Our wholly-owned subsidiary, OmniComm Europe, GmbH, employs thirteen FTEs in Bonn, Germany.  Our wholly-owned subsidiary, OmniComm Ltd., employs eleven employees in Southampton, England.  Our wholly-owned subsidiary, OmniComm Spain, S. L. employs one employee in Barcelona, Spain.  Our wholly-owned subsidiary, Promasys B.V. employs three employees in the Netherlands and one employee in Japan. We believe that relations with our employees are good.  None of our employees are represented by a collective bargaining agreement.

Available Information

We were incorporated in Delaware in 1997.  We currently have operating subsidiaries in Bonn, Germany, Southampton, England, Barcelona, Spain, Leiden, the Netherlands and a wholly-owned U.S. subsidiary, OmniComm USA, Inc.  Our Internet website address is http://www.omnicomm.com.  Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available either via a link on our website or on the Securities and Exchange Commission website, http://www.sec.gov.

ITEM 1A.  Risk Factors

RISK FACTORS

An investment in our securities is speculative in nature and involves a high degree of risk.  In addition to the other information contained in this Annual Report on Form 10-K, the following material risk factors should be considered carefully in evaluating us and our business before purchasing our securities.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES. WE MAY NEVER ACHIEVE OR MAINTAIN PROFITABILITY.

We incurred net losses attributable to common stockholders of $3,367,603 and $8,062,487 in fiscal 2013 and 2012, respectively. At December 31, 2013, we had an accumulated deficit of approximately $73,519,917 and a working capital deficit of approximately $16,145,300.  We expect net losses and negative cash flow for the foreseeable future until such time as we can generate sufficient revenues to achieve profitability.  We expect our operating cash flows to improve in fiscal 2014, but we have little control over the timing of contracted projects.  We expect our client and contract base to expand and diversify to the point where it meets our on-going operating needs, but this may not happen in the short-term or at all.  While we expect to achieve additional revenue through the growth of our business, we cannot assure you that we will generate sufficient revenue to fund our expenses and achieve and maintain profitability in any period.

OUR ABILITY TO CONDUCT OUR BUSINESS WOULD BE MATERIALLY AFFECTED IF WE WERE UNABLE TO PAY OUR OUTSTANDING INDEBTEDNESS.

At December 31, 2013, we had outstanding borrowings of approximately $18,832,865 of which:

● approximately $75,000, at 10% interest, was due June 2004.  We are in default in the payment of principal and interest;

● approximately $17,500 at 12% interest is due in January 2014;

● approximately $20,000 at 12% interest is due in December 2014;

● approximately $3,500,000 at 2.25% interest is due in December 2014;

● approximately $581,986 at 10% interest is due in January 2015;

● approximately $1,882,500 at 12% interest is due in January 2015;

● approximately $1,770,000 at 10% interest is due in January 2016;

● approximately $8,119,000 at 12% interest is due in January 2016 and,

● approximately $2,866,879 at 12% interest is due in March 2016.

No assurance can be given that the holders of the $75,000 in principal amount 10% Convertible Notes will not seek immediate collection of the amounts due and owing. Further, no assurance can be given that faced with future principal repayment and interest obligations, our cash flow from operations or external financing will be available or sufficient to enable us to meet our financial obligations.  If we are unable to meet our financial obligations, the lenders could obtain a judgment against us in the amount of the notes and foreclose on our assets.  Such foreclosure would materially and adversely affect our ability to conduct our business.

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WE HAVE HISTORICALLY NEEDED AND POTENTIALLY WILL LIKELY NEED ADDITIONAL FINANCING, THE TERMS OF WHICH MAY BE UNFAVORABLE TO OUR THEN EXISTING STOCKHOLDERS.

During the years ended December 31, 2013 and 2012 we were required to raise working capital to meet operating expenses in the amount of approximately $3,500,000 and $-0-. Our plan of operations going forward may require us to raise additional working capital if our revenue projections are not realized. Even if our projections are realized, we may need to raise additional financing to meet our ongoing obligations, including the repayment of existing debt obligations currently in the amount of $18,832,865. In addition, we may also need to raise additional funds to meet known needs or to respond to future business opportunities, which may include the need to:

● fund more rapid expansion;

● fund additional capital or marketing expenditures;

● develop new or enhanced features, services and products;

● enhance our operating infrastructure;

● respond to competitive pressures; or

● acquire complementary businesses or necessary technologies.

If we raise additional capital through the issuance of debt, this will result in increased interest expenses. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders or debt holders.  We cannot assure you that additional financing will be available on terms favorable to us, or at all.  If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, repay our outstanding debt obligations and remain in business may be significantly limited.

IF WE ARE NOT ABLE TO RELIABLY MEET OUR DATA STORAGE AND MANAGEMENT REQUIREMENTS, OR IF WE EXPERIENCE ANY FAILURE OR INTERRUPTION IN THE DELIVERY OF OUR SERVICES OVER THE INTERNET, CUSTOMER SATISFACTION AND OUR REPUTATION COULD BE HARMED AND CUSTOMER CONTRACTS MAY BE TERMINATED.

As part of our current business model, we store and manage in excess of ten terabytes of data for our customers, resulting in substantial information technology infrastructure and ongoing technological challenges, which we expect to continue to increase over time. If we do not reliably meet these data storage and management requirements, or if we experience any failure or interruption in the delivery of our services over the Internet, customer satisfaction and our reputation could be harmed and this could lead to reduced revenues and increased expenses. Our hosting services are subject to service level agreements and, in the event that we fail to meet guaranteed service or performance levels, we could be subject to customer credits or termination of these customer contracts. If the cost of meeting these data storage and management requirements increases, our results of operations could be harmed.

A SYSTEM FAILURE COULD RESULT IN SIGNIFICANTLY REDUCED REVENUES.

Any system failure, including network, software or hardware failure that causes an interruption in our service could affect the performance of our software and result in reduced revenues. The servers that host our software are backed-up by remote servers, but we cannot be certain that the back-up servers will not fail or cause an interruption in our service.  Clinical trial data could also be affected by computer viruses, electronic break-ins or other similar disruptions.  Our users will depend on Internet service providers, online service providers and other web site operators for access to our products.  Each of these providers may have experienced significant outages in the past and could experience outages, delays and other difficulties due to system failures unrelated to our systems.  Further, our systems are vulnerable to damage or interruption from fire, flood, power loss, telecommunications and/or power failure, break-ins, hurricanes, earthquake and similar events. Regionalized power loss caused by hurricanes or other storms if occurring over a long period of time could adversely impact our ability to service our clients.   Our insurance policies have low coverage limits and may not adequately compensate us for any such losses that may occur due to interruptions in our service.

In 2013 we acquired PROMASYS B.V. we may expand our business further through new acquisitions in the future. Any such acquisitions, AND OUR FAILURE TO MANAGE OUR GROWTH THEREFROM, could disrupt our business, harm our financial condition and dilute current stockholders’ ownership interests in our company.

We intend to pursue potential acquisitions of, and investments in, businesses, technologies or products complementary to our business and periodically engage in discussions regarding such possible acquisitions. For example, during 2013 we acquired 100% of the outstanding shares of Promasys B.V.

Acquisitions involve numerous risks, including some or all of the following:  

● difficulties in identifying and acquiring complementary products, technologies or businesses;

● substantial cash expenditures;

● incurrence of debt and contingent liabilities, some of which we may not identify at the time of acquisition;

● difficulties in assimilating the operations and personnel of the acquired companies;

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● diversion of management’s attention away from other business concerns;

● risk associated with entering markets in which we have limited or no direct experience;

● potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business; and

● delays in customer purchases due to uncertainty and the inability to maintain relationships with customers of the acquired businesses.

If we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of such acquisitions, we may incur costs in excess of what we anticipate and management resources and attention may be diverted from other necessary or valuable activities. An acquisition may not result in short-term or long-term benefits to us. The failure to evaluate and execute acquisitions or investments successfully or otherwise adequately address these risks could materially harm our business and financial results. We may incorrectly judge the value or worth of an acquired company or business. In addition, our future success will depend in part on our ability to manage the growth anticipated with these acquisitions.

Furthermore, the development or expansion of our business or any acquired business or companies may require a substantial capital investment by us. We may not have these necessary funds or they might not be available to us on acceptable terms or at all. We may also seek to raise funds for an acquisition by issuing equity securities or convertible debt, as a result of which our existing stockholders may be diluted or the market price of our stock may be adversely affected.

OUR REVENUES DERIVED FROM INTERNATIONAL OPERATIONS ARE SUBJECT TO RISK, INCLUDING RISKS RELATING TO UNFAVORABLE ECONOMIC, POLITICAL, LEGAL, REGULATORY, TAX, LABOR AND TRADE CONDITIONS IN THE FOREIGN COUNTRIES IN WHICH WE OPERATE, THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

International customers accounted for 18% and 16% of total revenues in 2013 and 2012, respectively.  International operations are subject to inherent risks. These risks include:

● the economic conditions in these various foreign countries and their trading partners, including conditions resulting from disruptions in the world credit and equity markets;

● political instability;

● greater difficulty in accounts receivable collection and enforcement of agreements and longer payment cycles;

● compliance with foreign laws;

● changes in regulatory requirements;

● fewer legal protections for intellectual property and contract rights;

● tariffs or other trade barriers;

● staffing and managing foreign operations;

● exposure to currency exchange and interest rate fluctuations;

● potentially adverse tax consequences; and

● recently proposed changes to taxation of offshore earnings.

EXTENSIVE GOVERNMENTAL REGULATION OF THE CLINICAL TRIAL PROCESS AND OUR PRODUCTS AND SERVICES COULD REQUIRE SIGNIFICANT COMPLIANCE COSTS AND HAVE A MATERIAL ADVERSE EFFECT ON THE DEMAND FOR OUR SOLUTIONS.

The clinical trial process is subject to extensive and strict regulation by the U.S. Food and Drug Administration and other regulatory authorities worldwide. Our software products, services and hosted solutions are also subject to state, federal and foreign regulations. Demand for our solutions is largely a function of such government regulation, which is generally increasing at the state and federal levels in the United States and elsewhere, and subject to change at any time. Changes in the level of regulation, including a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, could have a material adverse effect on the demand for our solutions. For example, proposals to place caps on drug prices could limit the profitability of existing or planned drug development programs, making investment in new drugs and therapies less attractive to pharmaceutical companies. Similarly, the requirements in the United States, the European Union and elsewhere to create a detailed registry of all clinical trials could have an impact on customers’ willingness to perform certain clinical studies. Likewise, a proposal for government-funded universal health care could subject expenditures for health care to governmental budget constraints and limits on spending. In addition, the uncertainty surrounding the possible adoption and impact on health care of any Good Clinical Practice reforms could cause our customers to delay planned R&D until some of these uncertainties are resolved. Until the new legislative agenda is finalized and enacted, it is not possible to determine the impact of any such changes.

Modifying our software products and services to comply with changes in regulations or regulatory guidance could require us to incur substantial costs. Further, changing regulatory requirements may render our solutions obsolete or make new products or services more costly or time consuming than we currently anticipate. Failure by us, our customers, or our competitors to comply with applicable regulations could result in increased regulatory scrutiny and enforcement. If our solutions fail to comply with government regulations or guidelines, we could incur significant liability or be forced to cease offering our applicable products or services. If our solutions fail to allow our customers to comply with applicable regulations or guidelines, customers may be unwilling to use our solutions and any such non-compliance could result in the termination of or additional costs arising from contracts with our customers.

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IF OUR LICENSE TO USE THIRD-PARTY TECHNOLOGIES IN OUR PRODUCTS IS TERMINATED, WE MAY BE UNABLE TO DEVELOP, MARKET OR SELL OUR PRODUCTS.

We are dependent on a license agreement relating to our current and possibly proposed products that give us rights under intellectual property rights of a third party. This agreement can be terminated on short notice by the licensor if we default on our obligations under the license and fail to cure such default after notice is provided. The license imposes commercialization, certain sublicensing, royalty, insurance and other obligations on us. Our failure, or any third party's failure, to comply with the terms of this license could result in our losing our rights to the license, which could result in our being unable to develop or sell our products.

WE DEPEND PRIMARILY ON THE PHARMACEUTICAL, BIOTECHNOLOGY AND MEDICAL DEVICE INDUSTRIES AND ARE THEREFORE SUBJECT TO RISKS RELATING TO CHANGES IN THESE INDUSTRIES.

Our business depends on the clinical trials conducted or sponsored by pharmaceutical, biotechnology and medical device companies and other entities conducting clinical research. General economic downturns, increased consolidation or decreased competition in the industries in which these companies operate could result in fewer products under development or decreased pressure to accelerate product approval which, in turn, could materially adversely impact our revenues. Our operating results may also be adversely impacted by other developments that affect these industries generally, including:

● the introduction or adoption of new technologies or products;

● changes in third-party reimbursement practices;

● changes in government regulation or governmental price controls;

● changes in medical practices;

● the assertion of product liability claims; and

● changes in general business conditions.

Any decrease in R&D expenditures or in the size, scope or frequency of clinical trials conducted or sponsored by pharmaceutical, biotechnology or medical device companies or other entities as a result of the foregoing or other factors could materially adversely affect our operations or financial condition.

WE MAY BE REQUIRED TO SPEND SUBSTANTIAL TIME AND EXPENSE BEFORE WE RECOGNIZE A SIGNIFICANT PORTION OF THE REVENUES, IF ANY, ATTRIBUTABLE TO OUR CUSTOMER CONTRACTS.

The sales cycle for some of our software solutions frequently takes six months to a year or longer from initial customer contact to contract execution. During this time, we may expend substantial time, effort and financial resources without realizing any revenue with respect to the potential sale. In addition, in the case of our hosted EDC solutions, we do not begin recognizing revenue until implementation cycles are complete. Moreover, while we begin recognizing revenue upon completion of the scope of work detailed in our contracts, it may be difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers is recognized over the applicable contract term, typically three months to five years. As a result, we may not recognize significant revenues, if any, from some customers despite incurring considerable expense related to our sales and implementation process. Even if we do realize revenues from a contract, our pricing model may keep us from recognizing a significant portion of these revenues during the same period in which sales and implementation expenses were incurred. Those timing differences could cause our gross margins and profitability to fluctuate significantly from quarter to quarter. Similarly, a decline in new or renewed client contracts in any one quarter will not necessarily be fully reflected in the revenue in that quarter and may negatively affect our revenue in future quarters. This could cause our operating results to fluctuate significantly from quarter to quarter.

THE LOSS OF ONE OR MORE MAJOR CUSTOMERS COULD MATERIALLY AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Our top five customers accounted for approximately 37% of our revenues during 2013 and approximately 48% of our revenues during 2012.  One customer accounted for 11% of our revenues during 2013 or approximately $1,551,000.  One customer accounted for 19% of our revenues during 2012, or approximately $2,909,000.  These customers can terminate our services at any time.  The loss of any of our major customers could have a material adverse effect on our results of operations or financial condition. We may not be able to maintain our customer relationships, and our customers may not renew their agreements with us, which could adversely affect our results of operations or financial condition. A significant change in the liquidity or financial position of any of these customers could also have a material adverse effect on the collectability of our accounts receivables, our liquidity and our future operating results.

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WE COULD INCUR SUBSTANTIAL COSTS RESULTING FROM PRODUCT LIABILITY CLAIMS RELATING TO OUR PRODUCTS OR SERVICES OR OUR CUSTOMERS’ USE OF OUR PRODUCTS OR SERVICES.

Any failure or errors in a customer’s clinical trial or adverse event reporting obligations caused or allegedly caused by our products or services could result in a claim for substantial damages against us by our customers or the clinical trial participants, regardless of our responsibility for the failure. Although we are entitled to indemnification under our customer contracts against claims brought against us by third parties arising out of our customers’ use of our products, we might find ourselves entangled in lawsuits against us that, even if unsuccessful, divert our resources and energy and adversely affect our business. Further, in the event we seek indemnification from a customer, we cannot assure you that a court will enforce our indemnification right if challenged by the customer obligated to indemnify us or that the customer will be able to fund any amounts for indemnification owed to us. We also cannot assure you that our existing general liability or professional liability insurance coverage will continue to be available on reasonable terms or will be available in amounts sufficient to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim.

WE FACE INTENSE COMPETITION AND WILL HAVE TO COMPETE FOR MARKET SHARE.

There can be no assurance that our products will achieve or maintain a competitive advantage.  There are currently a number of companies who market services and products for Web-based clinical trial data collection.  Barriers to entry on the Internet are relatively low, and we expect competition to increase significantly in the future.  We face competitive pressures from numerous actual and potential competitors, both online and offline, many of which have longer operating histories, greater brand name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do.  We cannot assure you that the Web-based clinical trials maintained by our existing and potential competitors will not be perceived by clinical trial sponsors as being superior to ours.

WE MAY BE UNABLE TO PREVENT COMPETITORS FROM USING OUR INTELLECTUAL PROPERTY, AND WE COULD FACE POTENTIALLY EXPENSIVE LITIGATION TO ASSERT OUR RIGHTS.  IF WE CANNOT PROTECT OUR PROPRIETARY INFORMATION, WE MAY LOSE A COMPETITIVE ADVANTAGE AND SUFFER DECREASED REVENUES AND CASH FLOW.

We are dependent, in part, on proprietary data, analytical computer programs and methods and related know-how for our day-to-day operations.  We rely on a combination of confidentiality agreements, contract provisions, license agreements, trademarks and trade secret laws to protect our proprietary rights.  Although we intend to protect our rights vigorously, to the extent that our intellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop and market products or services similar to ours, or use trademarks similar to ours, each of which could materially harm our business.  If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. There can be no assurance we will be successful in protecting our proprietary rights.  If we are unable to protect our proprietary rights, or if our proprietary information and methods become widely available, we may lose our ability to obtain or maintain a competitive advantage within our market niche, which may have a material adverse effect on our business, results of operations or financial condition.

CLAIMS THAT WE OR OUR TECHNOLOGIES INFRINGE UPON THE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY MAY REQUIRE US TO INCUR SIGNIFICANT COSTS, TO ENTER INTO ROYALTY OR LICENSING AGREEMENTS OR TO DEVELOP OR LICENSE SUBSTITUTE TECHNOLOGY.

We have been, and may in the future be, subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of a third party. For instance, in April 2009, we settled a lawsuit against us which alleged that we infringed a patent claimed to be owned by the plaintiff. We incurred substantial professional fees in connection with this claim and agreed to enter into a license for the patent pursuant to which we issued warrants and agreed to pay royalties and future royalties in order to settle this litigation. In addition, this licensor could become subject to similar infringement claims. Although we believe that our software solutions do not infringe the patents or other intellectual property rights of any third party, we cannot assure you that our technology does not infringe patents or other intellectual property rights held or owned by others or that they will not in the future.  Any future claims of infringement could cause us to incur substantial costs defending against such claims, even if the claims are without merit, and could distract our management from our business. Moreover, any settlement or adverse judgment resulting from such claims could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. There can be no assurance that we would be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all, that we would be able to successfully develop alternative technology on a timely basis, if at all, or that we would be able to obtain a license from another provider of suitable alternative technology to permit us to continue offering, and our customers to continue using, the applicable technology. In addition, we generally provide in our customer agreements that we will indemnify our customers against third-party infringement claims relating to our technology provided to the customer, which could obligate us to fund significant amounts. Infringement claims asserted against us or our licensor may have a material adverse effect on our business, results of operations or financial condition.

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FAILURE TO ADAPT TO EVOLVING TECHNOLOGIES AND USER DEMANDS COULD RESULT IN THE LOSS OF USERS.

To be successful, we must adapt to rapidly changing technologies and user demands by continuously enhancing our products and services and introducing new products and services.  If we need to modify our products and services or infrastructure to adapt to changes affecting clinical trials, we could incur substantial development or acquisition costs.  As described below, we will be dependent upon the availability of additional financing to fund these development and acquisition costs.  If these funds are not available to us, and if we cannot adapt to these changes, or do not sufficiently increase the features and functionality of our products and services, our users may switch to the product and service offerings of our competitors.

WE MAY BE UNABLE TO ADEQUATELY DEVELOP OUR SYSTEMS, PROCESSES AND SUPPORT IN A MANNER THAT WILL ENABLE US TO MEET THE DEMAND FOR OUR SERVICES.

Our future success will depend on our ability to develop the infrastructure, including additional hardware and software, and implement the services, including customer support, necessary to meet the demand for our services.  In the event we are not successful in developing the necessary systems and implementing the necessary services on a timely basis, our revenues could be adversely affected, which would have a material adverse effect on our financial condition.

FAILURE TO MANAGE RAPID GROWTH EFFECTIVELY COULD HARM OUR BUSINESS.

To manage our current and anticipated future growth effectively, we must continue to maintain and may need to enhance our information technology infrastructure, financial and accounting systems and controls and manage expanded operations in geographically distributed locations. Our failure to manage our rapid growth effectively could have a material adverse effect on our business, operating results or financial condition.

IN THE COURSE OF CONDUCTING OUR BUSINESS, WE POSSESS OR COULD BE DEEMED TO POSSESS PERSONAL MEDICAL INFORMATION IN CONNECTION WITH THE CONDUCT OF CLINICAL TRIALS, WHICH IF WE FAIL TO KEEP PROPERLY PROTECTED, COULD SUBJECT US TO SIGNIFICANT LIABILITY.

Our software solutions are used to collect, manage and report information in connection with the conduct of clinical trials. This information is or could be considered to be personal medical information of the clinical trial participants. Regulation of the use and disclosure of personal medical information is complex and growing. Increased focus on individuals’ rights to confidentiality of their personal information, including personal medical information, could lead to an increase of existing and future legislative or regulatory initiatives giving direct legal remedies to individuals, including rights to damages, against entities deemed responsible for not adequately securing such personal information. In addition, courts may look to regulatory standards in identifying or applying a common law theory of liability, whether or not that law affords a private right of action. Since we receive and process personal information of clinical trial participants from our customers, there is a risk that we could be liable if there were a breach of any obligation to a protected person under contract, standard of practice or regulatory requirement. If we fail to properly protect this personal information that is in our possession or deemed to be in our possession, we could be subjected to significant liability.

OUR FINANCIAL STATEMENTS CONTAIN A GOING CONCERN QUALIFICATION.

Because of our historical operating losses, accumulated deficit, negative cash flows and the uncertainty as to our ability to secure additional financing, the report of our independent auditors on our consolidated financial statements for the year ended December 31, 2013 contained an explanatory paragraph indicating there is substantial doubt about our ability to continue as a going concern.

FUTURE SALES OF SHARES BY EXISTING STOCKHOLDERS AS WELL AS THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK COULD RESULT IN A DECLINE IN THE MARKET PRICE OF THE STOCK.

At March 25, 2014, we had 90,104,659 shares of common stock issued and outstanding and 77,844,022 shares issuable upon the conversion of preferred stock, convertible debt or exercise of warrants or options.  Of the issued shares, 15,559,570 are eligible for resale pursuant to Rule 144.  In general, Rule 144 permits a shareholder who has owned restricted shares for at least six months, to sell without registration, within a three-month period, up to one percent of our then outstanding common stock.  In addition, shareholders other than our officers, directors or 5% or greater shareholders who have owned their shares for at least one year may sell them without volume limitation or the need for our reports to be current.

We cannot predict the effect, if any, that market sales of common stock or the availability of these shares for sale will have on the market price of the shares from time to time.  Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market could adversely affect market prices for the common stock and could damage our ability to raise capital through the sale of our equity securities.

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THE EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS AND THE CONVERSION OF OUTSTANDING SHARES OF PREFERRED STOCK AND CONVERTIBLE PROMISSORY NOTES WILL BE DILUTIVE TO OUR EXISTING STOCKHOLDERS.

As of March 26, 2014, we had a total of 78,743,517 shares of our common stock underlying options, warrants and other convertible securities and 2,750,149 shares of common stock underlying convertible preferred stock.  The exercise of these warrants and options and/or the conversion of these convertible securities will have a dilutive effect on our existing stockholders.

THE 250,000 SHARES OF SERIES D PREFERRED STOCK ISSUED IN 2010 PROVIDE SUPER-VOTING RIGHTS THAT RESULTED IN A CHANGE OF CONTROL OF THE CORPORATION

Each share of the Series D Preferred Stock entitles the holder to 400 votes at any meeting of our stockholders and such shares of Series D Preferred Stock will vote together with the common stockholders, provided for the election or removal of directors the shares of Series D Preferred Stock will be voted in the same percentage as all voting shares of common stock voted for each director.  As a result of the change in control, the holder of the Series D Preferred Shares could vote the shares in a manner that could be contrary to the interests of the holders of our common stock.  

THERE IS ONLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK.

There is a limited trading market for our common stock.  We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that trading market might become.  If a liquid trading market does not develop or is not sustained, investors may find it difficult to dispose of shares of our common stock and may suffer a loss of all or a substantial portion of their investment in our common stock.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY EFFECT ITS LIQUIDITY.

If our common stock continues to be quoted on the OTC Bulletin Board, and the trading price of our common stock remains less than $5.00 per share, our common stock is considered a penny stock, and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934.  Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements.  The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

The Securities and Exchange Commission regulations also require additional disclosure in connection with any trades involving a penny stock, including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks.  These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities.  In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BY-LAWS MAY DELAY OR PREVENT A TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR COMMON STOCKHOLDERS.

Provisions of our Articles of Incorporation and By-laws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, our articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors, of which 4,375,224 shares are currently issued and outstanding.  Our Board of Directors may, without stockholder approval, issue additional series of preferred stock with dividends, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock.

ITEM 1B.       UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.          PROPERTIES

Our corporate headquarters and other material leased real property as of December 31, 2013 are shown in the following table. We do not own any real property.

Location	Use	Size	Expiration of Lease
Fort Lauderdale, Florida	Corporate Headquarters	11,519 square feet	September 2016
Monmouth Junction, New Jersey	Office Space	2,508 square feet	February 2016
Bonn, Germany	European Headquarters	3,714 square feet	July 2015
Southampton, United Kingdom	Office Space	1,415 square feet	September 2017
Leiden, Netherlands	Office Space	285 square feet	October 2018
Cincinnati, Ohio	Data Center	1,000 square feet	July 2016
Fort Lauderdale, Florida	Data Center / Disaster Recovery Office Space		November 2014

Our principal executive offices are located in approximately 11,500 square feet of commercial office space at 2101 West Commercial Blvd., Fort Lauderdale, Florida, and our telephone number is (954) 473-1254.  We lease these offices under the terms of a lease expiring in September 2016.  Our annual rental payment under this lease is $187,880 plus sales tax.

We have a regional operating office located at 1100 Cornwall Road, Monmouth Junction, New Jersey.  This office is located in approximately 2,500 square feet of commercial office space.  We lease this office under the terms of a lease expiring in February 2016 and our annual rental payment under this lease is $50,414 plus sales tax.

Our European headquarters are located in approximately 3,700 square feet of commercial office space at Kaiserstrasse 139-141, Bonn, Germany.  We lease these offices under the terms of a lease expiring in July 2015.  Our annual rental payment under this lease is 58,600 Euros or approximately $80,500.

We have an R&D office in Europe for our TrialOne software application. The office is located at Medino House, Rushington Business Park, Totten, Southampton, UK. The office has an area of approximately 1,400 square feet.   We lease these offices under the terms of a lease expiring in September 2017.  Our annual rental payment under this lease is 34,500 British Pounds or approximately $57,300.

We have an office in the Netherlands for our Promasys software application. The office is located at Zernikedreef 8, 2333 CL, Leiden, the Netherlands. We lease this space under a lease expiring in October 2018. Our annual rent payment under this lease is 5,000 Euros or approximately $7,000.

We currently have one data site, which serves as our primary network and data hosting location. It is located in Cincinnati, Ohio and is leased from Cincinnati Bell Technology Solutions. We lease this space under the terms of a lease expiring in July 2016.  Our annual lease payment under this lease is approximately $133,800 plus sales tax.

We maintain a business-continuity site for disaster recovery purposes.  We lease rack space for our SG&A servers and redundant data hosting in Fort Lauderdale, Florida and office space and cubicles in Boca Raton, Florida that will allow us to maintain operations in the event of a disaster.  We lease this space under the terms of a lease that expires in November 2014. Our annual rental payment under this agreement is $175,000 plus sales tax.  

We believe these facilities and additional or alternative space available to us will be adequate to meet our needs for the foreseeable future.

ITEM 3.          LEGAL PROCEEDINGS

None.

ITEM 4.          MINE SAFETY DISCLOSURES

Not Applicable

PART II

ITEM 5.          MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on a limited basis on the OTC Bulletin Board under the symbol OMCM. The following table sets forth the range of high and low bid prices for our common stock as reported by the OTC Bulletin Board for the periods indicated.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.  The quotation of our common stock on the OTC Bulletin Board does not assure that a meaningful, consistent and liquid market for such securities currently exists.

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	HIGH		LOW
Fiscal 2013
1st Quarter	$	0.30	$	0.15
2nd Quarter	$	0.26	$	0.13
3rd Quarter	$	0.27	$	0.17
4th Quarter	$	0.20	$	0.14
Fiscal 2012
1st Quarter	$	0.12	$	0.05
2nd Quarter	$	0.09	$	0.05
3rd Quarter	$	0.30	$	0.06
4th Quarter	$	0.20	$	0.14

On March 26, 2014 the closing price of our common stock as reported on the OTC Bulletin Board was $0.17. At March 26, 2014 we had approximately 350 shareholders of record; however, we believe that we have in excess of 1,000 beneficial owners of our common stock.

Dividend Policy

Holders of our common stock are entitled to cash dividends when, and as may be declared by the board of directors.  We have never declared or paid any cash dividends on our common stock.  We currently expect to retain future earnings, if any, to finance the growth and development of our business and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Our future payment of dividends will be subject to the discretion of our Board of Directors and will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.  We are currently restricted under Delaware corporate law from declaring any cash dividends due to our current working capital and stockholders’ deficit.  There can be no assurance that cash dividends of any kind will ever be paid.

A special note about penny stock rules

The Securities and Exchange Commission has adopted regulations which generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  Our common stock should be considered to be a penny stock.  A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors.  For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of these securities.  In addition, they must receive the purchaser’s written consent to the transaction prior to the purchase.  They must also provide certain written disclosures to the purchaser.  Consequently, the penny stock rules may restrict the ability of broker-dealers to sell our securities and may negatively affect the ability of holders of shares of our common stock to sell them.

ITEM 6.          SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

ITEM 7.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following information should be read in conjunction with the information contained in our audited consolidated financial statements and notes thereto appearing elsewhere herein and other information set forth in this report.

Forward-Looking Statements

Statements contained in this Form 10-K 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, contained in this Form 10-K 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-K. 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.

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Overview

We are 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 worldwide. Our proprietary EDC software applications: TrialMaster®; TrialOne®; Promasys®; and eClinical Suite™ (the “eClinical Software Products”), allow clinical trial sponsors and investigative sites to securely collect, validate, transmit and analyze clinical trial data.

During fiscal 2013 we sought to build and expand on our strategic efforts. The primary focus of our strategy includes:

● Stimulating demand by providing clinical trial sponsors with high value eClinical applications and services;

● Continued emphasis on expanding our business model by offering our software solutions on a licensed basis in addition to our existing hosted-services solutions;

● An emphasis on penetrating the Phase I trial market with our dedicated Phase I solution, TrialOne;

● Broadening our eClinical suite of services and software applications on an organic R&D basis and on a selective basis via the acquisition or licensing of complementary solutions;

● Expanding our business development efforts in Europe to capitalize on our operational and clinical capabilities vis-à-vis our competition in that geographic market;

● Providing our services to small and midsize pharmaceutical, biotechnology, medical device companies and CROs; and

● Emphasizing low operating costs.

Our operating focus is first, to increase our sales and marketing capabilities and penetration rate and secondly, to continue developing and improving our software solutions and services to ensure our services and products remain an attractive, high-value EDC choice.  During 2013, we increased our marketing and sales personnel both in the U.S. and European markets and expanded the scope of our CRO Preferred Program in order to increase our penetration of the domestic CRO market.  The CRO Preferred Program offers fixed pricing and pay-as-you-go hosted services.  Additionally, we believe we have established an effective presence in the European clinical trial market by expanding the number of clients we service in the European market after the acquisition of the EDC assets of eResearch Technology, Inc., (“eRT” or “eResearch Technologies”).  We will seek to aggressively expand the scope of our sales and marketing operations in Europe during 2014.

Our ability to compete within the EDC and eClinical industries is predicated on our ability to continue enhancing and broadening the scope of solutions we offer. Our R&D efforts are focused on developing new, complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality. We spent approximately $2,403,504 and $2,337,904 on R&D activities during years ended December 31, 2013 and December 31, 2012, respectively.  The majority of these expenses represent salaries and related benefits to our developers which include costs associated with the customization of our EDC software applications for our clients’ projects.  We currently employ software programmers, engineers and related support personnel.

Our selling efforts include marketing our products to several Fortune 1000 pharmaceutical and medical device manufacturers and several of the largest CROs. We have experienced, both via organic growth and through our 2009 and 2013 acquisitions, success in broadening our client roster over the past several 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 believe that strengthening our reputation and broadening the scope of our brand recognition will serve to improve the effectiveness of our sales and marketing efforts.

Our business development focus continues to include increasing our penetration of all phases of the clinical trial market with a particular 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 of our solutions including the solutions provided by our TrialOne products and services. We believe we have the ability to produce trials more quickly and economically than our competitors for this specialized and large market. During fiscal 2013, we emphasized commercializing our products on a licensed basis.  During 2013 we experienced positive strides towards achieving this goal.  We successfully increased the number of clients utilizing the software on a licensed basis as well as increasing the scope of licenses existing clients had deployed in our eClinical and TrialMaster product lines.  In 2013 we added nine new clients to our license install base and expanded the number of licenses held by fifteen existing clients.  We expect to experience increased success in penetrating the market for larger pharmaceutical, biotechnology and medical device clinical trial sponsors as we continue expanding our marketing and sales efforts during 2014.

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Our clients are able to partially or completely license our EDC solutions. The licensing business model provides our clients with a more cost effective means of deploying our EDC solutions on a large-scale basis. Our licensed products, falling under the auspices of either a Tech Transition (partial transfer with some services performed by OmniComm) or Tech Transfer, allows us to broaden our potential client base, provides us with a high-margin revenue source and affords us the ability to improve our competitive position within the EDC industry.  The acquisitions completed during fiscal 2009 (the eResearch EDC Assets and TrialOne) and 2013 (Promasys B.V.) have historically been sold on a licensed basis and have allowed us to broaden our base of licensed customers.  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 provide an installed base of trained users for our EDC and eClinical software applications. This installed base of users increases our ability to provide rapidly developed, cost effective solutions for our clients.  Additionally, we believe we have established an effective presence in the European clinical trial market and will seek to aggressively expand the scope of our sales and marketing operations there.  The European market accounted for approximately 13% of total revenues for the year ended December 31, 2013.

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 fiscal 2014.  We increased the marketing and business development budget for our TrialOne product during 2013 as we place increased emphasis on increasing our penetration of the Phase I market both in the U.S. and in Europe since we believe that segment of the EDC market is the least penetrated and allows for the greatest potential increases in market share and in sales volumes.  We expect to continue increasing the level of resources deployed in our sales and marketing efforts. We feel that a combination of our existing infrastructure, broadened array of eClinical products and services, 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.

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The Year ended December 31, 2013 compared with the Year ended December 31, 2012

Results of Operations

A summarized version of our results of operations for the years ended December 31, 2013 and December 31, 2012 is included in the table below.

Summarized Statement of Operations
For the year ended
December 31,
				% of						% of				$		%
	2013			Revenues			2012			Revenues			Change			Change
Total revenues	$	14,331,840					$	15,552,263					$	(1,220,423	)		-7.8	%
Cost of sales		2,911,213			20.3	%		3,213,657			20.7	%		(302,444	)		-9.4	%
Gross margin		11,420,627			79.7	%		12,338,606			79.3	%		(917,979	)		-7.4	%
Salaries, benefits and related taxes		8,758,276			61.1	%		8,335,565			53.6	%		422,711			5.1	%
Rent		894,121			6.2	%		881,503			5.7	%		12,618			1.4	%
Consulting		157,905			1.1	%		152,297			1.0	%		5,608			3.7	%
Legal and professional fees		265,251			1.9	%		278,427			1.8	%		(13,176	)		-4.7	%
Other expenses		970,387			6.8	%		1,159,470			7.5	%		(189,083	)		-16.3	%
Selling, general and administrative		851,642			5.9	%		931,269			6.0	%		(79,627	)		-8.6	%
Total operating expenses		11,897,582			83.0	%		11,738,531			75.5	%		159,051			1.4	%
Operating income/(loss)		(476,955	)		-3.3	%		600,075			3.9	%		(1,077,030	)		-179.5	%
Interest expense		(2,490,112	)		-17.4	%		(2,225,280	)		-14.3	%		(264,832	)		11.9	%
Interest income		9			0.0	%		237			0.0	%		(228	)		-96.2	%
Other comprehensive (loss)		(5,041	)		0.0	%		1,220			0.0	%		(6,261	)	n/m
Loss on sale of fixed assets		-0-			0.0	%		(22,106	)		-0.1	%		22,106			-100.0	%
Change in derivatives		(95,121	)		-0.7	%		(6,123,302	)		-39.4	%		6,028,181			-98.4	%
(Loss) before income taxes and dividends		(3,067,220	)		-21.4	%		(7,769,156	)		-50.0	%		4,701,936			-60.5	%
Income tax (expense)		(94,122	)		-0.7	%		(63,814	)		-0.4	%		(30,308	)		47.5	%
Net (loss)		(3,161,342	)		-22.1	%		(7,832,970	)		-50.4	%		4,671,628			-59.6	%
Total preferred stock dividends		(206,261	)		-1.4	%		(229,517	)		-1.5	%		23,256			-10.1	%
Net loss attributable to common stockholders	$	(3,367,603	)		-23.5	%	$	(8,062,487	)		-51.8	%	$	4,694,884			-58.2	%
Net loss per share	$	(0.04	)				$	(0.09	)
Weighted average number of shares outstanding		87,969,202						86,522,332

Revenues for the year ended December 31, 2013 decreased 7.8% from the year ended December 31, 2012. The table below provides a comparison of our recognized revenues for the years ended December 31, 2013 and December 31, 2012.

	For the year ended
Revenue activity	December 31, 2013				December 31, 2012				$ Change			% Change
Set-up fees	$	3,369,670	23.5	%	$	4,990,378	32.1	%	$	(1,620,708	)		-32.5	%
Change orders		475,680	3.3	%		249,673	1.6	%		226,007			90.5	%
Maintenance		4,584,594	32.0	%		5,270,913	33.9	%		(686,319	)		-13.0	%
Software licenses		2,911,509	20.3	%		3,364,324	21.6	%		(452,815	)		-13.5	%
Professional services		2,207,181	15.4	%		996,081	6.4	%		1,211,100			121.6	%
Hosting		783,206	5.5	%		680,894	4.4	%		102,312			15.0	%
Total	$	14,331,840	100.0	%	$	15,552,263	100.0	%	$	(1,220,423	)		-7.8	%

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Overall Revenue decreased by approximately $1.2 Million or 7.8%. This is primarily the result of a reduction in business from one of our clients.

We recorded $105,660 in revenue associated with our acquisition of Promasys B.V. These revenues represent revenues recognized from the effective date of the acquisition, October 31, 2013 through December 31, 2013. We expect our full-year revenues from clients related to Promasys to be approximately $700,000.

We recorded $1,302,420 in revenues associated with clients on our TrialOne EDC software for the year ended December 31, 2013 compared with $220,058 for the year ended December 31, 2012.  We are continuing our efforts at commercializing and developing our sales and marketing campaign for the TrialOne application.  We expect to significantly increase our participation in industry trade shows and conferences and are in the process of developing a dedicated sales force for the TrialOne software.  TrialOne revenues are comprised of license subscriptions and maintenance services since the software is currently only sold under a technology transfer basis.

We recorded revenue of $9,632,765, including $1,620,791 from licensing and $2,655,259 from maintenance associated with our TrialMaster suite during the year ended December 31, 2013 compared with Revenue of $11,024,013 that included $2,087,175 and $3,092,120, respectively, during the year ended December 31, 2012.  The decrease in revenue is primarily the result of a reduction in business from one of our existing clients.

We recorded $3,290,995 in revenues associated with clients from our acquisition of the eResearch Technology eClinical software application suite (“eClinical”) during the year ended December 31, 2013 compared with $4,308,192 for the year ended December 31, 2012.  The eClinical revenues are primarily comprised of license subscriptions and revenues associated with our hosting and maintenance services.  The 2012 Revenue results included additional one-time revenue from several long standing eClinical clients demonstrating our success in continuing to expand our relationships with these clients.

We recorded $433,084 in revenues from hosting activities and $437,156 in consulting services associated with the eClinical suite during the year ended December 31, 2013 compared with $546,976 and $445,820 respectively, for the year ended December 31, 2012.  Generally, these revenues are paid quarterly and are connected to hosting and client support for clients licensing that application.

Our TrialMaster EDC application had historically been sold on an application service provider (“ASP”) basis that provides EDC and other services such as an enterprise management suite which assists our clients in the pharmaceutical, biotechnology and medical device industries in accelerating the completion of clinical trials. During 2009 we completed the acquisition of the eResearch EDC Assets and TrialOne (the “Acquired Software”).  Both software applications have historically been sold on a licensed or technology transfer basis.  As we continue developing our software applications and our client relationships mature, we expect some of our clients to deploy TrialMaster on a licensed, rather than ASP hosted basis. We expect both Acquired Software applications to continue to be sold primarily on a licensed basis.

TrialMaster contracts for ASP services 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 at the beginning of a project 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.

Generally, ASP contracts will range in duration from one month to several years. ASP Setup fees are generally recognized in accordance with Accounting Standards Codification 605 (“ASC 605”) “Revenue Recognition”, which requires that the revenues be recognized ratably over the life of the contract. ASP maintenance fee revenues are earned and recognized monthly. Costs associated with contract revenues are recognized as incurred.

License contracts are typically sold on a subscription basis that takes into account system usage both on a data volume and system user basis.  Pricing includes additional charges for consulting services associated with the installation, validation, training and deployment of our eClinical software and solutions.  Licensed contracts of the eClinical suite have historically been sold on a perpetual license basis with hosting and maintenance charges being paid annually.  The Company expects any licenses it sells of its software products to be sold in three to five year term licenses.

Our top five customers accounted for approximately 37% of our revenues during the year ended December 31, 2013 and approximately 48% of our revenues during the year ended December 31, 2012.  One customer accounted for approximately 11% of our revenues during the year ended December 31, 2013.   One customer accounted for approximately 19% and another accounted for approximately 16% of our revenues during the year ended December 31, 2012. The loss of any of these contracts or these customers in the future could adversely affect our results of operations.

Cost of goods sold decreased approximately 9.4% or $302,444 for the year ended December 31, 2013 as compared to the year ended December 31, 2012.  Cost of goods sold were approximately 20.3% of revenues for the year ended December 31, 2013 compared to approximately 20.7% for the year ended December 31, 2012. 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. Cost of goods sold decreased during the year ended December 31, 2013 primarily due to a decrease in volume relating to a pass-thru expense for a third-party service that is classified under cost of goods sold.  

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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.  At least initially, we expect the costs to deploy TrialOne to exceed our long-term estimates as we develop and refine our installation, validation, and training procedures.

Overall, total operating expenses increased approximately 1.4% for the year ended December 31, 2013 when compared to the year ended December 31, 2012.  Total operating expenses were approximately 83.0% of revenues during the year ended December 31, 2013 compared to approximately 75.5% of revenues for the year ended December 31, 2012.

Operating expenses increased during the year ended December 31, 2013 primarily due to an increase in salary expenses.

Salaries and related expenses were our biggest operating expense at 73.6% of total operating expenses for the year ended December 31, 2013 compared to 71.0% of total operating expenses for the year ended December 31, 2012.  Salaries and related expenses increased approximately 5.1% for the year ended December 31, 2013 when compared to the same period ended December 31, 2012.  The increase in salary expense is primarily related to increased headcount coupled with salary increases for our existing staff.  The table below provides a summary of the significant components of salary and related expenses by primary cost category.

	For the year ended
	December 31, 2013		December 31, 2012		$ Change			% Change
OmniComm corporate operations	$	6,613,879	$	6,227,358	$	386,521			6.2	%
New Jersey operations office		338,675		488,270		(149,595	)		-30.6	%
OmniComm Europe, GmbH		821,087		999,236		(178,149	)		-17.8	%
OmniComm Ltd.		639,020		512,575		126,445			24.7	%
OmniComm Spain		147,772		38,081		109,691			288.0	%
Promasys B.V.		113,278		-0-		113,278		n/a
Employee stock compensation		84,565		70,045		14,520			20.7	%
Total salaries and related expenses	$	8,758,276	$	8,335,565	$	422,711			5.1	%

We currently employ approximately 55 employees out of our Fort Lauderdale, Florida corporate office, eleven employees out of our New Jersey regional operating office, thirteen out-of-state employees, eleven employees out of a wholly-owned subsidiary in the United Kingdom, 18 employees out of a wholly-owned subsidiary in Bonn, Germany, 4 employees out of a wholly-owned subsidiary in Leiden, the Netherlands and one employee out of a wholly-owned subsidiary in Barcelona, Spain.  We expect to continue to selectively add experienced sales and marketing personnel over the next six to nine months in an effort to increase our market penetration, particularly as it relates to the largest pharmaceutical, biotechnology and CRO customers and to continue broadening our client base domestically as well as in Europe. 

During the year ended December 31, 2013 and the year ended December 31, 2012 we incurred $137,000 and $65,744, respectively, in salary expense in connection with ASC 718 Compensation – Stock Compensation, which establishes standards for transactions in which an entity exchanges its equity instruments services from employees. This standard requires companies 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.

Rent and related expenses increased by approximately 1.4% during the year ended December 31, 2013 when compared to the year ended December 31, 2012.  The table below details the significant portions of our rent expense.  In particular, the increase in 2013 is associated with increases in our Corporate office, German office and co-location rent expense offset by decreases in our New Jersey office, UK office and straight line rent expense.  Our primary data site is located at a Cincinnati Bell owned co-location facility in Cincinnati, Ohio and we 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. We lease co-location and disaster recovery space in the Fort Lauderdale, Florida area. This facility provides us with disaster recovery and business continuity services for our operations.  We currently lease office space in Bonn, Germany for our European subsidiary, OmniComm Europe, GmbH.  That lease expires in July 2015.  We currently lease office space for a regional operating office in New Jersey.  The staff at this location is primarily focused on the integration of the eResearch EDC Assets.  That lease expires in February 2016.  Our OmniComm Ltd. subsidiary leases office space in Southampton, UK.  That office lease expires in September 2017.  Our Promasys B.V. subsidiary leases office space in Leiden, the Netherlands under a lease that expires in October 2018. Our Fort Lauderdale corporate office lease expires in September 2016.  The table below provides the significant components of our rent related expenses by location or subsidiary.  Included in rent during 2013 was a reduction of $9,372 in non-cash, straight line rent expense recorded to give effect to contractual, inflation-based rent increases in our leases.

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	For the year ended
	December 31, 2013			December 31, 2012		$ Change			% Change
Corporate office	$	344,044		$	290,732	$	53,312			18.3	%
Co-location and disaster recovery facilities		340,830			338,840		1,990			0.6	%
New Jersey operations office		58,634			79,666		(21,032	)		-26.4	%
OmniComm Europe, GmbH		87,401			59,170		28,231			47.7	%
OmniComm Ltd.		63,430			91,871		(28,441	)		-31.0	%
OmniComm Spain		7,984			1,306		6,678			511.3	%
Promasys B.V.		1,170			-0-		1,170		n/a
Straight-line rent expense		(9,372	)		19,918		(29,290	)		-147.1	%
Total	$	894,121		$	881,503	$	12,618			1.4	%

 Consulting services expense increased slightly to $157,905 for the year ended December 31, 2013 compared with $152,297 for the year ended December 31, 2012, an increase of $5,608 or 3.7%. Consulting services were comprised of fees paid to consultants for help with developing our computer applications, fees incurred as part of our employee recruiting programs and for services related to our sales and marketing efforts. The table provided below provides the significant components of the expenses incurred related to consulting services. Consulting fees for Product Development were higher during 2013 as we increased the utilization of the services of third-party sources for portions of our product development work. The increase in Product Development consulting expense was slightly offset by a decrease of consulting expenses relating to Sales and Marketing.

	For the year ended
Expense Category	December 31, 2013		December 31, 2012		$ Change			% Change
Sales and marketing	$	21,412	$	27,079	$	(5,667	)		-20.9	%
Product development		136,493		125,218		11,275			9.0	%
Total	$	157,905	$	152,297	$	5,608			3.7	%

Legal and professional fees decreased approximately 4.7% for the year ended December 31, 2013 compared with the year ended December 31, 2012. Professional fees include fees paid to our auditors for services rendered on a quarterly and annual basis in connection with our SEC filings and fees paid to our attorneys in connection with representation in matters involving litigation and acquisitions or for services rendered to us related to securities and SEC related matters. During 2013 Legal-employment related fees decreased and Audit and Accounting professional fees increased. The table below compares the significant components of our legal and professional fees for the years ended December 31, 2013 and December 31, 2012, respectively.

	For the year ended
Expense Category	December 31, 2013		December 31, 2012		$ Change			% Change
Audit and related	$	62,178	$	59,256	$	2,922			4.9	%
Accounting services		135,993		121,922		14,071			11.5	%
Legal-employment related		26,061		60,252		(34,191	)		-56.7	%
Legal-financial related		15,932		10,397		5,535			53.2	%
General legal		25,087		26,500		(1,413	)		-5.3	%
Total	$	265,251	$	278,327	$	(13,076	)		-4.7	%

Selling, general and administrative expenses (“SG&A”) decreased approximately 8.6% for the year ended December 31, 2013 compared to the year ended December 31, 2012. This decrease is primarily due to decreases in our Miscellaneous, License and Office Equipment expenses offset by increases in Insurance and Office Software expenses. During the year ended December 31, 2013 we recorded $189,408 in license fees associated with our license agreement with DataSci, LLC compared to $218,467 during the year ended December 31, 2012. In addition, SG&A relates primarily to costs incurred in running our offices in Fort Lauderdale, Florida, Monmouth Junction, New Jersey, Southampton, England, Leiden, the Netherlands and Bonn, Germany on a day-to-day basis and other costs not directly related to other captioned items in our income statement. SG&A includes the cost of office equipment and supplies, the costs of attending conferences and seminars and other expenses incurred in the normal course of business. In 2013 we spent approximately $226,000 on marketing, sales and advertising as compared to approximately $270,000 in 2012. We expect that the 2014 marketing, sales and advertising expenses will be approximately $750,000 as we plan to increase our attendance at tradeshows and our marketing efforts worldwide.

During the year ended December 31, 2013 we recognized $11,131 in bad debt expense compared to a credit of $58,234 for the year ended December 31, 2012.  During 2013, we continued to carefully and actively manage our potential exposure to bad debt by closely monitoring our accounts receivable and proactively taking the action necessary to limit our exposure.  We were very successful in managing and collecting our outstanding A/R.  We believe that our current allowance for uncollectible accounts accurately reflects any accounts which may prove uncollectible during fiscal 2014.

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Interest expense was $2,490,112 during the year ended December 31, 2013 compared to $2,225,280 for the year ended December 31, 2012, an increase of $264,832.  Interest incurred to related parties was $2,339,702 during the year ended December 31, 2013 and $2,108,749 for the year ended December 31, 2012.  Included in interest expense for both periods is the accretion of discounts recorded related to financial instrument derivatives that were deemed a part of the financings we undertook in fiscal 2008 and 2009.  The table below provides detail on the significant components of interest expense for the years ended December 31, 2013 and December 31, 2012.

Interest Expense
	For the year ended
Debt Description	December 31, 2013		December 31, 2012		$ Change
Accretion of discount from derivatives	$	609,000	$	475,620	$	133,380
August 2008 convertible notes		192,000		192,526		(526	)
December 2008 convertible notes		597,600		599,237		(1,637	)
Sept 2009 secured convertible debentures		144,000		144,394		(394	)
Dec 2009 convertible debentures		178,800		179,290		(490	)
General interest		95,360		94,312		1,048
Related party notes payable		673,352		539,901		133,451
Total	$	2,490,112	$	2,225,280	$	264,832

We evaluate the cost of capital available to us in combination with our overall capital structure and the prevailing market conditions in deciding what financing best fulfills our short and long-term capital needs. Given the difficult overall economic climate and in particular the difficulties nano-cap companies have experienced in obtaining financing, we believe the structure and terms of the transactions we entered into during 2013 were obtained at the best terms available to the Company.

We record unrealized gains/losses related to changes in our derivative liabilities associated with the issuance of convertible debt that occurred during fiscal 2008 and 2009.  We recorded a net unrealized loss of $95,121 during the year ended December 31, 2013 compared with a net unrealized loss of $6,123,302 during the year ended December 31, 2012.  The unrealized gains/losses can be attributed to fair value calculations undertaken periodically on the warrant and conversion feature liabilities recorded by us at the time the convertible debt was issued.  Accordingly the warrant and conversion feature liabilities are increased or decreased based on the fair value calculations made at each balance sheet date.  These non-cash gains and losses have materially impacted our results of operations during the years ended December 31, 2013 and December 31, 2012 and can be reasonably anticipated to materially affect our net loss or net income in future periods. We are, however, unable to estimate the amount of such income/expense in future periods as the income/expense is partly based on the market price of our common stock at the end of a future measurement date. In addition, if we issue securities which are classified as derivatives we will incur expense and income items in future periods. Investors are cautioned to consider the impact of this non-cash accounting treatment on our financial statements.

The Company recorded arrearages of $206,261 and $229,517 in its 5% Series A Preferred Stock dividends for the years ended December 31, 2013 and December 31, 2012, respectively.  As of December 31, 2013, the Company had cumulative arrearages for preferred stock dividends as follows:

Series of Preferred Stock	Cumulative Arrerage
Series A	$	2,380,439
Series B		609,887
Series C		1,472,093
Total preferred stock arrearages	$	4,462,419

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash.   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. At December 31, 2013, we had working capital deficit of approximately $16,145,300.

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

Liquidity and Capital Resources
Summarized Balance Sheet Disclosure
	December 31, 2013			December 31, 2012			$ Change
Cash	$	1,160,720		$	873,315		$	287,405
Accounts receivable, net of allowance for doubtful accounts		1,599,568			1,240,898			358,670
Prepaids		146,907			131,942			14,965
Current assets		2,907,195			2,246,155			661,040
Accounts payable and accrued expenses		2,540,956			2,124,365			416,591
Notes payable, current portion		37,500			-0-			37,500
Patent litigation settlement liability, current portion		962,500			962,500			-0-
Deferred revenue, current portion		2,866,356			3,732,240			(865,884	)
Line of credit		3,500,000			-0-			3,500,000
Convertible notes payable, current portion, net of discount		75,000			75,000			-0-
Convertible notes payable, related parties, current portion, net of discount		-0-			160,000			(160,000	)
Conversion feature liability, related parties		2,979,392			2,240,782			738,610
Conversion feature liability		146,814			46,541			100,273
Warrant liability		144,031			192,445			(48,414	)
Warrant liability, related parties		5,799,946			6,095,153			(295,207	)
Current liabilities		19,052,495			15,629,026			3,423,469
Working capital (deficit)	$	(16,145,300	)	$	(13,382,871	)	$	(2,762,429	)

Statement of Cash Flows Disclosure
	For the year ended
	December 31, 2013			December 31, 2012
Net cash (used in) operating activities	$	(2,453,763	)	$	(173,912	)
Net cash (used in) investing activities		(740,320	)		(107,882	)
Net cash provided by/(used in) financing activities		3,500,000			(131,800	)
Net increase/(decrease) in cash and cash equivalents		287,405			(428,972	)
Changes in working capital accounts		(382,716	)		420,359
Effect of non-cash transactions on cash and cash equivalents	$	1,090,295		$	7,238,699

Cash and Cash Equivalents

Cash and cash equivalents increased to $1,160,720 at December 31, 2013 from $873,315 at December 31, 2012. The increase is primarily comprised of a net loss of $3,161,342, offset by an increase from non-cash transactions of $1,090,295, changes in working capital accounts of ($382,716) investment activities of ($740,320) and financing proceeds of $3,500,000.

During 2013 our ability to collect on trade receivables improved as compared to fiscal 2012 and 2011.  We saw decreased incidence of customers discontinuing operations and experienced a small amount of uncollectable receivables. Our expectation is that during 2014 we will continue to see improved trade receivables collections and will not experience any material customer defaults.

Capital Expenditures

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.

Presently, we have approximately $500,000 planned for capital expenditures to further develop the Company’s infrastructure to allow for growth in our operations over the next 12 months.  We expect to fund these capital expenditure needs through a combination of vendor-provided financing, the use of operating or capital equipment leases and cash provided from operations.

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Contractual Obligations

The following table sets forth our contractual obligations during the next five years as of December 31, 2013:

Contractual obligations			Payments due by period
	Total		Less than 1 year			1-2 Years			2-3 Years			3-5 Years
Promissory notes (1)	$	5,667,865	$	37,500	(2)	$	2,214,486	(3)	$	3,415,879	(4)	$	-0-
Convertible notes		9,665,000		75,000	(5)		250,000	(6)		9,340,000	(7)		-0-
Lines of credit (8)		3,500,000		3,500,000			-0-			-0-			-0-
Operating lease obligations (9)		1,378,483		537,630			502,131			279,174			59,548
Patent licensing fees (10)		2,312,500		962,500			450,000			450,000			450,000
Total	$	22,523,848	$	5,112,630		$	3,416,617		$	13,485,053		$	509,548

1. Amounts do not include interest to be paid.

2. Includes $17,500 of 12% notes payable that mature in January 2014; and $20,000 of 12% notes payable that mature in December 2014.

3. Includes $431,986 of 10% notes payable that mature in January 2015; and $1,782,500 of 12% notes payable that mature in January 2015.

4. Includes $549,000 of 12% notes payable that mature in January 2016 and $2,866,879 of 12% notes payable that mature in March 2016.

5. Includes $75,000 of 10% convertible notes currently in default and due that are convertible into shares of common stock at the option of of the holder at a conversion rate of $1.25 per share.

6. Includes $150,000 in 10% convertible notes that mature in January 2015 and $100,000 in 12% convertible notes that mature in January 2015.

7. Includes $1,770,000 in 10% convertible notes that mature in January 2016 and $7,570,000 in 12% convertible notes that mature in January 2016.

8. Includes $3,500,000 due on the revolving line of credit with The Northern Trust Company.

9. Includes office lease obligations for our headquarters in Fort Lauderdale, Florida, our regional operating office in Monmouth Junction, New Jersey, our R&D office in Southhampton, England, our office in Leiden, the Netherlands and our European headquarters in Bonn, Germany.

10. Relates to guaranteed minimum payments owed in connection with our settlement of a patent infringement lawsuit brought against the Company by DataSci, LLC.

Off Balance Sheet Arrangements

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.

Debt Obligations

We are currently in arrears on principal and interest payments owed totaling $184,748 on our 10% Convertible Notes that were issued in 1998. We were in default effective January 30, 2002.

On December 31, 2011, the Company issued a promissory note payable totaling $1,600,000 to our CEO and Director, Cornelis F. Wit, in exchange for $833,000 in promissory notes that matured in 2013 and 2014 along with $767,000 in accrued interest outstanding.  The new promissory note bears interest at 12% per annum and matures in January 2015.

On April 1, 2012 the Company issued promissory notes in the amount of $37,500 in exchange for an existing promissory note in the same amount.  The promissory notes carry an interest rate of 12%. $20,000 of the note was due on May 1, 2012 and the remaining $17,500 had a maturity date of January 1, 2014. The note has been paid in full.

On December 17, 2012 the Company issued a promissory note in the amount of $20,000 in exchange for an existing promissory note in the same amount.  The promissory note carries an interest rate of 12% and has a maturity date of December 16, 2014.

On January 1, 2013 the Company issued a promissory note payable to our CEO and Director, Cornelis F. Wit, in exchange for accrued interest in the amount of $529,000.  The note carries an interest rate of 12% per annum and matures on January 1, 2016.

On January 1, 2013 the Company issued promissory notes in the amount of $431,987 in exchange for existing promissory notes in the same amount.  The promissory notes carry an interest rate of 10% and have a maturity date of January 1, 2015.

On January 1, 2013 the Company issued a promissory note in the amount of $45,000 in exchange for an existing promissory note in the same amount.  The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On February 1, 2013 the Company issued a promissory note in the amount of $20,000 to our Chairman and CTO, Randall G. Smith, in exchange for an existing promissory note in the same amount.  The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2016.

On February 22, 2013 the Company extended the maturity date of $150,000 of convertible debentures to our Director, Guus van Kesteren, originally issued in August 2008.  The debentures carry an interest rate of 10% and have a maturity date of January 1, 2015.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2015.

On February 22, 2013 the Company extended the maturity date of $1,770,000 of convertible debentures to our CEO and Director, Cornelis F. Wit, originally issued in August 2008.  The debentures carry an interest rate of 10% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

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On February 22, 2013 the Company extended the maturity date of $4,505,000 of convertible debentures, including $4,475,000 due to our CEO and Director, Cornelis F. Wit, $25,000 due to our COO and President, Stephen E. Johnson, and $5,000 due to our Chairman and CTO, Randall G. Smith, originally issued in December 2008.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On February 22, 2013 the Company extended the maturity date of $1,200,000 of convertible debentures, including $1,100,000 due to our CEO and Director, Cornelis F. Wit, originally issued in September 2009.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On February 22, 2013 the Company extended the maturity date of $1,490,000 of convertible debentures including $1,440,000 due to our CEO and Director, Cornelis F. Wit, originally issued in December 2009.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On February 27, 2013 the Company extended the maturity date of $15,000 of convertible debentures originally issued to our former Director, Matthew Veatch, in December 2008.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On March 5, 2013 the Company issued a promissory note in the amount of $137,500 in exchange for a promissory note in the same amount.  The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On March 12, 2013, the Company extended the maturity date of $100,000 of convertible debentures originally issued in December 2008.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2015.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2015.

On April 1, 2013 the Company issued a promissory note totaling $2,866,879 to our CEO and Director, Cornelis F. Wit, in exchange for a promissory note in the same amount.  The new promissory note bears interest at 12% per annum and matures on March 31, 2016.

On December 5, 2013 the Company extended the maturity date of $160,000 of convertible debentures to our Director, Guus van Kesteren, originally issued in August 2008.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On December 9, 2013, the Company extended the maturity date of $200,000 of convertible debentures originally issued in December 2008.  The debentures carry an interest rate of 12% and have a maturity date of January 1, 2016.  The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

During the next twelve months we expect debt in the aggregate amount of $112,500 to mature as follows:  $75,000 of 10% 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 $17,500 of 12% notes payable that mature in January 2014 and $20,000 of 12% notes payable that mature in December 2014.

Sources of Liquidity and Capital Resources

Because of the losses we have experienced from operations we have needed to continue utilizing the proceeds from the sale of debt and equity securities to fund our working capital needs. We have used a combination of equity financing, short-term bridge loans and long-term loans to fund our working capital needs. Other than our revenues, 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.

Since 2008 the Company has utilized the proceeds of convertible debentures and promissory notes to satisfy its working capital and capital expenditure needs.  During 2008 and 2009 we raised $9,590,000 in convertible debentures that remain outstanding.  Approximately 97% of those debentures were issued to officers, directors or significant senior managers of the Company, including debentures totaling $8,785,000 to our CEO and Director, Cornelis F. Wit.  In 2013 we raised $3,500,000 from our line of credit with The Northern Trust Company. In 2012 we did not need or utilize any external financing. 

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We may continue to require substantial funds to continue our R&D 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 R&D 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, 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 R&D 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 R&D plans or other events will not result in accelerated or unexpected expenditures.

While the Company has not sought capital from venture capital or private equity sources we believe that those sources of capital remain available although possibly under terms and conditions that might be disadvantageous to existing investors.

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 R&D 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.

While several of our officers and directors have historically, either personally or through funds with which they are affiliated, provided substantial capital either in the form of debt or equity financing there can be no assurance that they will continue to provide any such funding to us on favorable terms or at all.

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 historical operating losses, negative cash flows and accumulated deficits for the periods ending December 31, 2013, there is substantial doubt about our ability to continue as a going concern. In addition, our auditors Liggett, Vogt & Webb, P.A., included language which qualified their opinion regarding our ability to continue as a going concern in their report dated March 31, 2014 regarding our audited financial statements for the year ended December 31, 2013.

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 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:

ASSET IMPAIRMENT

Asset Acquisitions, Goodwill and Intangible Assets

We account for asset acquisitions in accordance with ASC 350, Intangibles- Goodwill and Other Intangible Assets. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of an asset acquisition.

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The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

Goodwill is evaluated for impairment using a two-step process that is performed at least annually or when circumstances indicate that an impairment may exist. The first step is a qualitative measure. If this first test is passed, the second step is not necessary. If the book value exceeds the fair value, then the second, quantitative test is performed to measure the impairment loss

Long Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use quoted market prices when available and independent appraisals, as appropriate, to determine fair value.

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 generally 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 (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; licensing arrangements, fees earned for hosting our clients’ data and projects, 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 our EDC Applications 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 clinical trial projects.  Cost of sales is primarily comprised of salaries and taxes and is expensed as incurred.

The Company recognizes revenues, for both financial statement and tax purposes in accordance with SEC Staff Accounting Bulletin No. 104 “Revenue Recognition in Financial Statements (SAB 104)” (Codified within Accounting Standards Codification (ASC) Revenue Recognition ASC 605) and AICPA Statement of Position 97-2 (SOP 97-2) “Software Revenue Recognition” as amended by SOP 98-9 (Codified within ASC 605.985, Software Industry Revenue Recognition). SAB 104 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.  Under its licensing arrangements the Company recognizes revenue pursuant to SOP 97-2.  Under these arrangements the Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer and/or delivery has occurred; (3) the collection of fees is probable; and (4) the fee is fixed or determinable.  SOP 97-2, as amended, requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair values of the elements.  We have analyzed each element in our multiple element arrangements and determined that we have sufficient vendor-specific objective evidence (“VSOE”) to allocate revenues to license updates and product support.  License revenues are recognized on delivery if the other conditions of SOP 97-2 are satisfied.  License updates and product support revenue is recognized ratably over the term of the arrangement. In arrangements where term licenses are bundled with license updates and product support and such revenue is recognized ratably over the term of the arrangement, we allocate the revenue to license revenue and to license updates and product support revenue based on the VSOE of fair value for license updates and product support revenue on perpetual licenses of similar products.

STOCK BASED COMPENSATION.

The Company accounts for its employee equity incentive plans under ASC 718, Compensation – Stock Compensation which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

38

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Income. The Company currently uses the Black-Scholes option pricing model to determine grant date fair value.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

During fiscal 2013, we adopted the following new accounting pronouncements:

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In January 2013, the FASB issued authoritative guidance on the presentation of amounts reclassified out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this standard, which is required for reporting periods beginning in 2013, did not have an impact on its consolidated financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU amends ASC 740, Income Taxes, to require that an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward; to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carryforward does not exist at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The Company will adopt ASU No. 2013-11 on January 1, 2014 and the adoption is not expected to have a material impact on its consolidated financial statements.

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements that have been issued since the filing of our Form 10K for the year ended December 31, 2012 to determine their impact, if any, on our financial statements.

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are set forth on Pages F-1 through F-37 attached hereto.

ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.       CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, being December 31, 2013, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in  Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) are effective such that the information relating to OmniComm, including our consolidating subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

39

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of OmniComm’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on the assessment using those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2013 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Changes in Internal Controls over Financial Reporting

There were no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect these controls over financial reporting that occurred subsequent to the date of their evaluation and up to the filing date of this annual report on Form 10-K. 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.

ITEM 9B.       OTHER INFORMATION

None.

PART III

ITEM 10.        DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in response to this item is incorporated by reference from the information contained in the sections “Nominees for the Board of Directors,” “Management,” “Compliance with Section 16(a) of the Exchange Act,”  and “Stock Option Plan,” in our Proxy Statement for our 2014 Annual Meeting of Stockholders to be held on July 31, 2014 (the “Proxy Statement”).

ITEM 11.        EXECUTIVE COMPENSATION

The information required in response to this item is incorporated by reference from the information contained in the section captioned “Executive Compensation” in the Proxy Statement.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in response to this item is incorporated by reference from the information contained in the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.  The information required by Item 201(d) of Regulation S-K is incorporated by reference from the information contained in the section captioned “Executive Compensation Equity Compensation Plan Information” in the Proxy Statement.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE

The information required in response to this item is incorporated by reference from the information contained in the section captioned “Management” - “Certain Relationships and Related Transactions” in the Proxy Statement.

ITEM 14.        PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required in response to this item is incorporated by reference from the information contained in the section captioned “Ratification of the Appointment of Liggett, Vogt & Webb, P.A. as independent auditors of OmniComm Systems” in the Proxy Statement.

40

PART IV

ITEM 15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

(a)           Exhibits

EXHIBIT NO.	DESCRIPTION
2.1	Agreement and Plan of Reorganization dated July 22, 1998 (1)
2.2	Amendment to Agreement and Plan of Reorganization (2)
2.3	Plan of Merger (3)
2.4	Agreement and Plan of Acquisition of WebIPA dated January 26, 2000 (4)
3.1	Certificate of Incorporation (5)
3.2	Certificate of Designation – Series A Preferred Stock (6)
3.3	Certificate of Increase – Series A Preferred Stock (7)
3.4	Certificate of Designation –Series B Preferred Stock (8)
3.5	Amendment to Certificate of Incorporation (9)
3.6	By-laws (10)
3.7	Certificate of Amendment – Certificate of Designation – Series A Preferred Stock (11)
3.8	Certificate of Amendment – Certificate of Incorporation (12)
3.9	Certificate of Designation – Series C  Preferred Stock (13)
3.10	Certificate of Designation – Series D Preferred Stock (14)
4.3	Form of 10% Convertible Note (15)
10.1	Employment Agreement and Stock Option Agreement between the Company and Randall G. Smith (16)
10.2	Employment Agreement and Stock Option Agreement between the Company and Ronald T. Linares (17)
10.3	1998 Stock Incentive Plan (18)
10.4	Standard Agreement – Proprietary Protection (19)
10.6	Employment Agreement and Stock Option Agreement between the Company and Cornelis F. Wit (20)
10.7	Amendment to Employment Agreement between the Company and Cornelis F. Wit (21)
10.9	Amendment to Employment Agreement between the Company and Randall G. Smith (22)
10.10	Amendment to Employment Agreement between the Company and Ronald T. Linares (23)
10.20	Lease Agreement for principal offices dated March 24, 2006 between OmniComm Systems, Inc. and RFP Mainstreet 2101 Commercial, LLC (24)
10.21	Employment Agreement and Stock Option Agreement between the Company and Stephen E. Johnson dated September 4, 2006 (25)
10.23	Form of Debenture dated February 29, 2008 (26)
10.24	Form of Warrant February 29, 2008 (27)
10.27	Form of Debenture dated August 29, 2008 (28)
10.28	Form of Warrant dated August 29, 2008 (29)
10.29	Securities Purchase Agreement dated December 16, 2008 by and between OmniComm Systems, Inc. and each individual or entity named on an executed counterpart of the signature page thereto (30)
10.30	Form of Debenture dated December 16, 2008 (31)
10.31	Form of Warrant December 16, 2008 (32)
10.32	Asset Purchase Agreement with eResearch Technology, Inc. dated June 23, 2009 (33)
10.33	Transition Service Agreement with eResearch Technology, Inc. dated June 23, 2009 (34)
10.34	Lock-up and Registration Rights Agreement with eResearch Technology, Inc. dated June 23, 2009 (35)
10.35	Agreement by and between OmniComm, Ltd. and Logos Technologies, Ltd dated August 3, 2009 (36)
10.36	Securities Purchase Agreement dated September 30, 2009 by and between OmniComm Systems, Inc. and each individual or entity named on an executed counterpart of the signature page thereto (37)
10.37	Form of Debenture dated September 30, 2009 (38)
10.38	Form of Warrant dated September 30, 2009 (39)
10.40	Subscription Agreement for the Series D Preferred Stock dated November 30, 2010 by and between OmniComm Systems, Inc. and Cornelis F. Wit (40)
10.41	Promissory note payable to Cornelis F. Wit dated September 30, 2010 (41)
10.42	Promissory note payable to Cornelis F. Wit dated December 31, 2010 (42)
10.43	Promissory note payable to Cornelis F. Wit dated December 31, 2010 (43)
10.44	Promissory note payable to Cornelis F. Wit dated March 31, 2011 (44)
10.45	Promissory note payable to Cornelis F. Wit dated December 31, 2011 (45)

41

10.46	Promissory note payable to Randall Smith dated December 31, 2011 (46)
10.47	2009 Equity Incentive Plan (47)
10.48	Promissory note payable to Noesis International Holdings dated January 1, 2013 (48)
10.49	Promissory note payable to Ad Klinkenberg dated January 1, 2013 (49)
10.50	Promissory note payable to Wim Boegem dated January 1, 2013 (50)
10.51	Promissory note payable to Cornelis F. Wit dated January 1, 2013 (51)
10.52	Promissory note payable to Randall Smith dated February 1, 2013 (52)
10.53	August 2008 convertible note maturity date extension with Guus van Kesteren dated 2/22/2013 (53)
10.54	August 2008 convertible note maturity date extension with Cornelis F. Wit dated 2/22/2013 (54)
10.55	December 2008 convertible note maturity date extension with Stephen Johnson dated 2/22/2013 (55)
10.56	December 2008 convertible note maturity date extension with Randall Smith dated 2/22/2013 (56)
10.57	December 2008 convertible note maturity date extension with Cornelis F. Wit dated 2/22/2013 (57)
10.58	Amendment number two to securities purchase agreement between the Company and the Leonard and Janine Epstein 2012 Revocable Trust dated 2/22/2013 (58)
10.59	Amendment number two to securities purchase agreement between the Company and Cornelis F. Wit dated 2/22/2013 (59)
10.60	Amendment number two to securities purchase agreement between the Company and Richard & Carolyn Danzansky dated 2/22/2013 (60)
10.61	Amendment number two to securities purchase agreement between the Company and Paul Spitzberg dated 2/22/2013 (61)
10.62	Amendment number two to securities purchase agreement between the Company and Cornelis F. Wit dated 2/22/2013 (62)
10.63	December 2008 convertible note maturity date extension with Matthew Veatch dated 2/27/2013 (63)
10.64	Promissory note payable to Noesis International Holdings dated March 5, 2013 (64)
10.65	December 2008 convertible note maturity date extension with Fernando Montero Incentive Savings Trust dated 3/6/2013 (65)
10.66	December 2008 convertible note maturity date extension with Noesis International Holdings dated 3/12/2013 (66)
10.67	Promissory note payable to The Northern Trust Company dated March 18, 2013 (67)
10.68	Pledge Agreement between Northern Trust and Cornelis F. Wit (68)
10.69	Securities Account Control Agreement between Northern Trust and Cornelis F. Wit (69)
10.70	Promissory note payable to Cornelis F. Wit dated April 1, 2013 (70)
10.71	Share Purchase Agreement Promasys B. V. (71)
10.72	Lease, Promasys B.V. (72)
10.73	December 2008 convertible note maturity date extension with Guus van Kesteren dated 12/05/2013*
10.74	December 2008 convertible note maturity date extension with the Fernando Montero Incentive Savings Trust dated 12/09/2013*
10.75	Promissory note payable to Cornelis F. Wit dated January 1, 2014*
14	OmniComm Systems, Inc. Code of Ethics (73)
21	Subsidiaries of the Company*
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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS	XBRL Instance Document***
101.SCH	XBRL Taxonomy Extension Schema Document***
101.CAL	XBRL Taxonomy Extension Calculation***
101.DEF	XBRL Taxonomy Extension Definition***
101.LAB	XBRL Taxonomy Extension Label***
101.PRE	XBRL Taxonomy Extension Presentation***

1	Incorporated by reference to Exhibit 2 filed with our Report on Form 8-K dated March 3, 1999.
2	Incorporated by reference to Exhibit 2(c) filed with our Registration Statement on Form 10-SB dated December 22, 1998.
3	Incorporated by reference to Exhibit 2(c) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
4	Incorporated by reference to Exhibit 2 filed with our Report on Form 8-K dated February 9, 2000.
5	Incorporated by reference to Exhibit 3(a) filed with our Registration Statement on Form SB-2 dated February 6, 1997.
6	Incorporated by reference to Exhibit 4(b) filed with our amended Registration Statement on Form 10-SB dated August 25, 1999.

42 

7	Incorporated by reference to Exhibit 4(c) filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
8	Incorporated by reference to Exhibit 4(D) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
9	Incorporated by reference to Exhibit 4(E) filed with our Registration Statement on Form SB-2 dated December 27, 2001.
10	Incorporated by reference to Exhibit 3(b) filed with our Registration Statement on Form SB-2 dated February 6, 1997.
11	Incorporated by reference to Exhibit 3.7 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
12	Incorporated by reference to Exhibit 3.8 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
13	Incorporated by reference to Exhibit 3.9 filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
14	Incorporated by reference to Exhibit 3.10 filed with our Form 8-K dated November 30, 2010
15	Incorporated by reference to Exhibit 4.3 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
16	Incorporated by reference to Exhibit 10(a)(i) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
17	Incorporated by reference to Exhibit 10(a)(iii) filed with our amended Registration Statement on Form SB-2 dated September 17, 2001.
18	Incorporated by reference to Exhibit 10(c) filed with our amended Registration Statement on Form 10-SB dated July 27, 1999.
19	Incorporated by reference to Exhibit 10(f) filed with our amended Registration Statement on Form 10-SB dated August 25, 1999.
20	Incorporated by reference to Exhibit 10.7 filed with our Form 10-Q for the period ended June 30, 2002.
21	Incorporated by reference to Exhibit 10.8 filed with our Registration Statement filed on Form SB-2 dated September 29, 2003
22	Incorporated by reference to Exhibit 10.9 filed with our Form 10-Q for the period ended September 30, 2004.
23	Incorporated by reference to Exhibit 10.10 filed with our Form 10-Q for the period ended September 30, 2004.
24	Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended June 30, 2006.
25	Incorporated by reference to Exhibit 10.1 filed with our Form 10-Q for the period ended September 30, 2006.
26	Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated March 5, 2008.
27	Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated March 5, 2008.
28	Incorporated by reference to Exhibit 4.8 filed with our Form 10-K dated December 31, 2009.
29	Incorporated by reference to Exhibit 4.9 filed with our Form 10-K dated December 31, 2009.
30	Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated December 17, 2008.
31	Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated December 17, 2008.
32	Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated December 17, 2008.
33	Incorporated by reference to Exhibit 10.26 filed with our Form 8-K dated June 26, 2009.
34	Incorporated by reference to Exhibit 10.27 filed with our Form 8-K dated June 26, 2009.
35	Incorporated by reference to Exhibit 10.28 filed with our Form 8-K dated June 26, 2009.
36	Incorporated by reference to Exhibit 10.29 filed with our Form 8-K dated August 4, 2009.
37	Incorporated by reference to Exhibit 10.1 filed with our Form 8-K dated October 5, 2009.
38	Incorporated by reference to Exhibit 10.2 filed with our Form 8-K dated October 5, 2009.
39	Incorporated by reference to Exhibit 10.3 filed with our Form 8-K dated October 5, 2009.
40	Incorporated by reference to Exhibit 10.32 filed with our Form 8-K dated November 30, 2010.
41	Incorporated by reference to Exhibit 10.41 filed with our Form 10-K dated December 31, 2010.
42	Incorporated by reference to Exhibit 10.42 filed with our Form 10-K dated December 31, 2010.
43	Incorporated by reference to Exhibit 10.43 filed with our Form 10-K dated December 31, 2010.
44	Incorporated by reference to Exhibit 10.44 filed with our Form 10-K dated December 31, 2011.
45	Incorporated by reference to Exhibit 10.45 filed with our Form 10-K dated December 31, 2011.
46	Incorporated by reference to Exhibit 10.46 filed with our Form 10-K dated December 31, 2011.
47	Incorporated by reference to Exhibit B filed with our 2009 Proxy Statement on Schedule 14A dated June 16, 2009.
48	Incorporated by reference to Exhibit 10.48 filed with our Form 10-K dated December 31, 2012.
49	Incorporated by reference to Exhibit 10.49 filed with our Form 10-K dated December 31, 2012.
50	Incorporated by reference to Exhibit 10.50 filed with our Form 10-K dated December 31, 2012.
51	Incorporated by reference to Exhibit 10.51 filed with our Form 10-K dated December 31, 2012.
52	Incorporated by reference to Exhibit 10.52 filed with our Form 10-K dated December 31, 2012.
53	Incorporated by reference to Exhibit 10.53 filed with our Form 10-K dated December 31, 2012.
54	Incorporated by reference to Exhibit 10.54 filed with our Form 10-K dated December 31, 2012.
55	Incorporated by reference to Exhibit 10.55 filed with our Form 10-K dated December 31, 2012.

43

56	Incorporated by reference to Exhibit 10.56 filed with our Form 10-K dated December 31, 2012.
57	Incorporated by reference to Exhibit 10.57 filed with our Form 10-K dated December 31, 2012.
58	Incorporated by reference to Exhibit 10.58 filed with our Form 10-K dated December 31, 2012.
59	Incorporated by reference to Exhibit 10.59 filed with our Form 10-K dated December 31, 2012.
60	Incorporated by reference to Exhibit 10.60 filed with our Form 10-K dated December 31, 2012.
61	Incorporated by reference to Exhibit 10.61 filed with our Form 10-K dated December 31, 2012.
62	Incorporated by reference to Exhibit 10.62 filed with our Form 10-K dated December 31, 2012.
63	Incorporated by reference to Exhibit 10.63 filed with our Form 10-K dated December 31, 2012.
64	Incorporated by reference to Exhibit 10.64 filed with our Form 10-K dated December 31, 2012.
65	Incorporated by reference to Exhibit 10.65 filed with our Form 10-K dated December 31, 2012.
66	Incorporated by reference to Exhibit 10.66 filed with our Form 10-K dated December 31, 2012.
67	Incorporated by reference to Exhibit 10.67 filed with our Form 10-Q for the period ended March 31, 2013.
68	Incorporated by reference to Exhibit 10.68 filed with our Form 10-Q for the period ended June 30, 2013.
69	Incorporated by reference to Exhibit 10.69 filed with our Form 10-Q for the period ended June 30, 2013.
70	Incorporated by reference to Exhibit 10.70 filed with our Form 10-Q for the period ended June 30, 2013.
71	Incorporated by reference to Exhibit 10.71 filed with our Form 10-Q for the period ended September 30, 2013.
72	Incorporated by reference to Exhibit 10.72 filed with our Form 10-Q for the period ended September 30, 2013.
73	Incorporated by reference to our Proxy Statement filed on June 9, 2003.

44

* Filed herewith

**Furnished herewith

***In accordance with Rule 406T of Regulation S-T, the information in Exhibit 101 is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 31, 2014
	OMNICOMM SYSTEMS, INC.
	By: /s/ Cornelis F. Wit
	Cornelis F. Wit, Chief Executive Officer
	By: /s/ Thomas E. Vickers
	Thomas E. Vickers, Chief Accounting and
	Financial Officer

45

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Cornelis F. Wit	Chief (Principal) Executive Officer and Director	March 31, 2014
Cornelis F. Wit
/s/ Randall G. Smith	Chairman, Chief Technology Officer	March 31, 2014
Randall G. Smith
/s/ Thomas E. Vickers	Chief (Principal) Accounting and Financial Officer	March 31, 2014
Thomas E. Vickers
/s/ Guus van Kesteren	Director	March 31, 2014
Guus van Kesteren
/s/ Robert Schweitzer	Director	March 31, 2014
Robert Schweitzer
/s/ Adam Cohen	Director	March 31, 2014
Adam Cohen

46

OMNICOMM SYSTEMS, INC.

 Financial Reporting Package

Form 10-K

for the Year Ended

December 31, 2013

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

OmniComm Systems, Inc.

We have audited the accompanying consolidated balance sheets of OmniComm Systems, Inc. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations and comprehensive income, changes in shareholders’ deficit and cash flows for the two years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of OmniComm Systems, Inc. as of December 31, 2013 and 2012 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has experienced net losses and negative cash flows from operations and has utilized debt and equity financing to help provide working capital, capital expenditure and R&D needs. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LIGGETT, VOGT & WEBB, P.A.

Certified Public Accountants

Boynton Beach, Florida

March 31, 2014

F-2

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2013			December 31, 2012
ASSETS
CURRENT ASSETS
Cash	$	1,160,720		$	873,315
Accounts receivable, net of allowance for doubtful accounts of $65,341 and $84,210, respectively		1,599,568			1,240,898
Prepaid expenses		146,907			131,942
Total current assets		2,907,195			2,246,155
Property and equipment, net		607,433			481,803
Other assets
Intangible assets, net		270,242			-0-
Goodwill		675,710			-0-
Prepaid stock compensation		169,375			-0-
Other assets		82,501			51,153
TOTAL ASSETS	$	4,712,456		$	2,779,111
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,540,956		$	2,124,365
Notes payable, current portion		37,500			-0-
Deferred revenue, current portion		2,866,356			3,732,240
Line of credit		3,500,000			-0-
Convertible notes payable, related parties, current portion, net of discount		-0-			160,000
Convertible notes payable, current portion, net of discount		75,000			75,000
Patent settlement liability, current portion		962,500			962,500
Conversion feature liability, related parties		2,979,392			2,240,782
Conversion feature liability		146,814			46,541
Warrant liability, related parties		5,799,946			6,095,153
Warrant liability		144,031			192,445
Total current liabilities		19,052,495			15,629,026
LONG TERM LIABILITIES
Notes payable, long term, net of current portion		614,486			651,987
Notes payable, related parties, long term, net of current portion, net of discount of $447,666 and $656,524, respectively		4,568,213			3,830,355
Deferred revenue, long term, net of current portion		1,385,017			987,328
Convertible notes payable, related parties, net of current portion		9,125,000			8,965,000
Convertible notes payable, net of current portion		465,000			465,000
Patent settlement liability, long term, net of current portion		963,124			1,223,715
TOTAL LIABILITIES		36,173,335			31,752,411
COMMITMENTS AND CONTINGENCIES (See Note 12)
SHAREHOLDERS' (DEFICIT)
Preferred stock, $0.001 par value, 10,000,000 shares authorized 3,772,500 shares undesignated		-0-			-0-
Series B convertible preferred stock - 230,000 shares authorized, -0- and -0- issued and outstanding, respectively at $0.001 par value; liquidation preference $-0- and $-0-, respectively		-0-			-0-
Series C convertible preferred stock - 747,500 shares authorized, -0- and -0- issued and outstanding, respectively at $0.001 par value; liquidation preference $-0- and $-0-, respectively		-0-			-0-
Series A convertible preferred stock - 5,000,000 shares authorized, 4,125,224 and 4,125,224 issued and outstanding, respectively at $0.001 par value; liquidation preference $4,125,224 and $4,125,224, respectively		4,125			4,125
Series D preferred stock - 250,000 shares authorized, 250,000 and 250,000 issued and outstanding, respectively at $0.001 par value		250			250
Common stock - 250,000,000 shares authorized, 90,104,659 and 86,598,659 issued and outstanding, respectively, at $0.001 par value		90,105			86,599
Additional paid in capital - preferred		4,717,804			4,717,804
Additional paid in capital - common		37,334,358			36,645,589
Accumulated other comprehensive (loss)		(87,604	)		(69,092	)
Accumulated deficit		(73,519,917	)		(70,358,575	)
TOTAL SHAREHOLDERS' (DEFICIT)		(31,460,879	)		(28,973,300	)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)	$	4,712,456		$	2,779,111

See accompanying summary of accounting policies and notes to the consolidated financial statements

F-3

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended
	December 31,
	2013			2012
Revenues	$	13,887,520		$	14,818,479
Reimbursable revenues		444,320			733,784
Total revenues		14,331,840			15,552,263
Cost of goods sold		2,560,191			2,762,081
Reimbursable expenses-cost of goods sold		351,022			451,576
Total cost of sales		2,911,213			3,213,657
Gross margin		11,420,627			12,338,606
Operating expenses
Salaries, benefits and related taxes		8,758,276			8,335,565
Rent and occupancy expenses		894,121			881,503
Consulting services		157,905			152,297
Legal and professional fees		265,251			278,427
Travel		534,135			442,030
Telephone and internet		187,078			165,877
Selling, general and administrative		851,642			931,269
Bad debt expense		11,131			(58,234	)
Depreciation expense		230,323			377,680
Amortization expense		7,720			232,117
Total operating expenses		11,897,582			11,738,531
Operating income/(loss)		(476,955	)		600,075
Other income/(expense)
Interest expense		(150,410	)		(116,531	)
Interest expense, related parties		(2,339,702	)		(2,108,749	)
Interest income		9			237
Change in derivative liabilities		(95,121	)		(6,123,302	)
Loss on sale of fixed assets		-0-			(22,106	)
Transaction gain/(loss)		(5,041	)		1,220
(Loss) before income taxes		(3,067,220	)		(7,769,156	)
Income taxes		(94,122	)		(63,814	)
Net (loss)		(3,161,342	)		(7,832,970	)
Preferred stock dividends
Preferred stock dividends in arrears
Series A preferred		(206,261	)		(229,517	)
Total preferred stock dividends		(206,261	)		(229,517	)
Net (loss) attributable to common stockholders	$	(3,367,603	)	$	(8,062,487	)
Net (loss) per share
Basic and diluted	$	(0.04	)	$	(0.09	)
Weighted average number of shares outstanding
Basic and diluted		87,969,202			86,522,332

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

F-4

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

	For the year ended December 31,
	2013			2012
Net (loss) attributable to common stockholders	$	(3,367,603	)	$	(8,062,487	)
Other comprehensive (loss)
Change in foreign currency translation adjustment		(18,512	)		(15,378	)
Other comprehensive (loss)		(18,512	)		(15,378	)
Comprehensive (loss)	$	(3,386,115	)	$	(8,077,865	)

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

F-5

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND  DECEMBER 31, 2013

	Preferred Stock																		Common Stock
	5% Series A Convertible				8% Series B Convertible				8% Series C Convertible				Series D Preferred Stock				Additional						Additional						Accumulated
	Number of shares		$0.001 Par value		Number of shares		$0.001 Par value		Number of shares		$0.001 Par value		Number of shares		$0.001 Par value		paid in capital preferred		Number of shares		$0.001 Par value		paid in capital common			Accumulated deficit			other comprehensive income			Total shareholders' (deficit)
Balances at December 31, 2011		4,125,224	$	4,125		-0-	$	-0-		-0-	$	-0-		250,000	$	250	$	4,717,804		86,481,495	$	86,482	$	36,572,099		$	(62,525,605	)	$	(53,714	)	$	(21,198,559	)
Employee stock option expense																								65,744									65,744
Foreign currency translation adjustment																														(15,378	)		(15,378	)
Issuance of common stock in lieu of accrued interest																				42,164		42		7,821									7,863
Employee stock option exercise																				75,000		75		(75	)								-0-
Net loss for period ended December 31, 2012		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-			(7,832,970	)		-0-			(7,832,970	)
Balances at December 31, 2012		4,125,224		4,125		-0-		-0-		-0-		-0-		250,000		250		4,717,804		86,598,659		86,599		36,645,589			(70,358,575	)		(69,092	)		(28,973,300	)
Employee stock option expense																								83,875									83,875
Foreign currency translation adjustment																														(18,512	)		(18,512	)
Restricted stock issuance																				1,225,000		1,225		221,275									222,500
Employee stock option exercise																				11,000		11		(11	)								-0-
Shares issued for Purchase of Promasys																				2,270,000		2,270		383,630									385,900
Net loss for period ended December 31, 2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-			(3,161,342	)		-0-			(3,161,342	)
Balances at December 31, 2013		4,125,224	$	4,125		-0-	$	-0-		-0-	$	-0-		250,000	$	250	$	4,717,804		90,104,659	$	90,105	$	37,334,358		$	(73,519,917	)	$	(87,604	)	$	(31,460,879	)

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

F-6

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended December 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,161,342	)	$	(7,832,970	)
Adjustment to reconcile net loss to net cash (used in) operating activities
Change in derivative liabilities		95,121			6,123,302
Interest expense from derivative instruments		609,000			475,621
Loss from sale of fixed assets, net		-0-			14,606
Common stock issued in lieu of accrued interest		-0-			7,863
Employee stock option expense		83,875			65,744
Amortization of prepaid compensation		53,125			-0-
Provision for doubtful accounts		11,131			(58,234	)
Depreciation and amortization		238,043			609,797
Changes in operating assets and liabilities
Accounts receivable		(153,514	)		101,280
Prepaid expenses		(14,966	)		25,421
Other assets		(31,348	)		(17,484	)
Accounts payable and accrued expenses		775,251			663,530
Patent settlement liability		(260,591	)		(194,032	)
Deferred revenue		(697,548	)		(158,356	)
Net cash (used in) operating activities		(2,453,763	)		(173,912	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment		-0-			50,000
Payments to acquire business, net of cash acquired		(386,545	)		-0-
Purchase of property and equipment		(353,775	)		(157,882	)
Net cash (used in) investing activities		(740,320	)		(107,882	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable		-0-			(131,800	)
Proceeds from revolving line of credit		3,500,000			-0-
Net cash provided by/(used in) financing activities		3,500,000			(131,800	)
Effect of exchange rate changes on cash and cash equivalents		(18,512	)		(15,378	)
Net increase/(decrease) in cash and cash equivalents		287,405			(428,972	)
Cash and cash equivalents at beginning of period		873,315			1,302,287
Cash and cash equivalents at end of period	$	1,160,720		$	873,315
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes	$	94,122		$	63,814
Interest	$	835,154		$	1,331,956
Non-cash transactions
Notes payable issued in exchange for existing notes payable	$	3,501,366		$	-0-
Promissory notes issued for accrued interest	$	529,000		$	-0-
Common stock issued for the acquisition of Promasys B.V.	$	385,900		$	-0-
Common stock issued in lieu of accrued interest	$	-0-		$	7,863

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

F-7

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

NOTE 1:               ORGANIZATION AND NATURE OF OPERATIONS

OmniComm Systems, Inc. (“OmniComm” or the “Company”) 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 principally located in the United States, Europe and Asia. Our proprietary EDC software applications; TrialMaster®; TrialOne®; Promasys® and eClinical Suite, allow 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 our EDC software and services.  Our research and development (“R&D”) efforts are focused on developing new and complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality.    During the years ended December 31, 2013 and December 31, 2012 we spent approximately $2,403,504 and $2,337,904, respectively, on R&D activities, which is primarily comprised of salaries to our developers and other R&D personnel and related costs associated with the development of our software products.

NOTE 2:                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The Company’s accounts include those of all its wholly-owned subsidiaries, which are more fully described in the Company’s Annual Report filed on Form 10-K with the Securities and Exchange Commission, 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.

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.  Significant estimates incorporated in our financial statements include the recorded allowance for doubtful accounts, the estimate of the appropriate amortization period of our intangible assets, the evaluation of whether our intangible assets have suffered any impairment, the allocation of revenues under multiple-element customer contracts, royalty-based patent liabilities, the value of derivatives associated with debt issued by the Company and the valuation of any corresponding discount to the issuance of our debt.  Actual results may differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made in the 2012 financial statements to conform to the 2013 presentation.  These reclassifications did not have any effect on our net loss or shareholders’ deficit.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company’s foreign subsidiaries are translated in accordance with ASC 830-30, Foreign Currency Matters—Translation of Financial Statements. The reporting currency for the Company is the U.S. dollar. The functional currency of the Company’s subsidiaries, OmniComm Europe GmbH in Germany, OmniComm Spain S.L. in Spain and Promasys B.V. in the Netherlands is the Euro. The functional currency of the Company's subsidiary, OmniComm Ltd. in the United Kingdom is the British Pound Sterling. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect at each balance sheet date. Revenue and expense accounts of the Company’s foreign subsidiaries are translated using an average rate of exchange during the period. Foreign currency translation adjustments are accumulated as a component of other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses arising from transactions denominated in foreign currencies are primarily related to intercompany accounts that have been determined to be temporary in nature and accordingly, are recorded directly to the statement of operations.  We record translation gains and losses in accumulated other comprehensive income as a component of stockholders’ equity. We recorded a translation loss of $18,512 for the year ended December 31, 2013 and a translation loss of $15,378 for the year ended December 31, 2012.

REVENUE RECOGNITION POLICY

The Company derives revenues from software licenses and services of its EDC products and services which can be purchased on a stand-alone basis. License revenues are derived principally from the sale of term licenses for the following software products offered by the Company: TrialMaster, TrialOne, Promasys and eClinical Suite (the “EDC Software”). Service revenues are derived principally from the Company's delivery of the hosted solutions of its TrialMaster and eClinical Suite software products, and consulting services and customer support, including training, for all of the Company's products.

F-8

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The Company recognizes revenues when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the collection of fees is probable; and (4) the amount of fees to be paid by the customer is fixed or determinable.

The Company operates in one reportable segment which is the delivery of EDC Software and services to clinical trial sponsors.  The Company segregates its revenues based on the activity cycle used to generate its revenues.  Accordingly, revenues are currently generated through four main activities. These activities include hosted applications, licensing, professional services and maintenance-related services.

Hosted Application Revenues

The Company offers its TrialMaster and eClinical Suite software products as hosted application solutions delivered through a standard Web-browser, with customer support and training services. To date, hosted applications revenues have been primarily related to TrialMaster.

Revenues resulting from TrialMaster and eClinical Suite application hosting services consist of three components of services for each clinical trial: the first component is comprised of application set up, including design of electronic case report forms and edit checks, installation and server configuration of the system.  The second component involves application hosting and related support services as well as billable change orders which consist of amounts billed to customers for functionality changes made. The third stage involves services required to close out, or lock, the database for the clinical trial.

Fees charged and costs incurred for the trial system design, set up and implementation are amortized and recognized ratably over the estimated hosting period.  Work performed outside the original scope of work is contracted for separately as an additional fee and is generally recognized ratably over the remaining term of the hosting period. Fees for the first and third stages of the service are billed based upon milestones.  Revenues earned upon completion of a contractual milestone are deferred and recognized over the estimated remaining hosting period.   Fees for application hosting and related services in the second stage are generally billed quarterly in advance.  Revenues resulting from hosting services for the eClinical Suite products consist of installation and server configuration, application hosting and related support services. Services for this offering are generally charged as a fixed fee payable on a quarterly or annual basis. Revenues are recognized ratably over the period of the service.

Licensing Revenues

The Company's software license revenues are earned from the sale of off-the-shelf software.  From time-to-time a client might require significant modification or customization subsequent to delivery to the customer.  The Company generally enters into software term licenses for its EDC Software products with its customers for 3 to 5 year periods, although customers have entered into both longer and shorter term license agreements.  These arrangements typically include multiple elements: software license, consulting services and customer support. The Company bills its customers in accordance with the terms of the underlying contract. Generally, the Company bills license fees in advance for each billing cycle of the license term which typically is either on a quarterly or annual basis. Payment terms are generally net 30 days.

In the past the Company has sold perpetual licenses for EDC Software products in certain situations to existing customers with the option to purchase customer support, and may in the future do so for new customers based on customer requirements or market conditions. The Company has established vendor specific objective evidence of fair value for the customer support. Accordingly, license revenues are recognized upon delivery of the software and when all other revenue recognition criteria are met. Customer support revenues are recognized ratably over the term of the underlying support arrangement.  The Company generates customer support and maintenance revenues from its perpetual license customer base.

Professional Services

The Company may also enter into arrangements to provide consulting services separate from a license arrangement. In these situations, revenue is recognized on a time-and-materials basis. Professional services can be deemed to be as essential to the functionality of the software at inception and typically are for initial trial configuration, implementation planning, loading of software, building simple interfaces and running test data and documentation of procedures.  Subsequent additions or extensions to license terms do not generally include additional professional services.

F-9

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

Maintenance Revenues

Maintenance includes telephone-based help desk support and software maintenance. The Company generally bundles customer support with the software license for the entire term of the arrangement. As a result, the Company generally recognizes revenues for both maintenance and software licenses ratably over the term of the software license and support arrangement. The Company allocates the revenues recognized for these arrangements to the different elements based on management's estimate of the relative fair value of each element.  The Company generally invoices each of the elements based on separately quoted amounts and thus has a fairly accurate estimate of the relative fair values of each of the invoiced revenue elements.

The fees associated with each business activity for the years ended December 31, 2013 and December 31, 2012, respectively are:

	For the year ended
Revenue activity	December 31, 2013		December 31, 2012
Set-up fees	$	3,369,670	$	4,990,378
Change orders		475,680		249,673
Maintenance		4,584,594		5,270,913
Software licenses		2,911,509		3,364,324
Professional services		2,207,181		996,081
Hosting		783,206		680,894
Total	$	14,331,840	$	15,552,263

COST OF REVENUES

Cost of revenues primarily consists of costs related to hosting, maintaining and supporting the Company’s application suite and delivering professional services and support. These costs include salaries, benefits, bonuses and stock-based compensation for the Company’s professional services staff. Cost of revenues also includes outside service provider cost.  Cost of revenues is expensed as incurred.

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 collectability by management and an allowance for bad debts is established as necessary. The allowance is based on an evaluation of the collectability of accounts receivable and prior bad debt experience.  The Company had recorded an allowance for uncollectible accounts receivable of $65,341 and $84,210 as of December 31, 2013 and December 31, 2012, respectively.

The following table summarizes activity in the Company's allowance for doubtful accounts for the years presented.

	December 31, 2013			December 31, 2012
Beginning of period	$	84,210		$	142,444
Bad debt expense		11,131			(58,234	)
Write-offs		(30,000	)		-0-
End of period	$	65,341		$	84,210

CONCENTRATION OF CREDIT RISK

Cash and cash equivalents and restricted cash are deposited with major financial institutions and, at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of December 31, 2013, $793,016 was deposited in excess of FDIC-insured limits.  Management believes the risk in these situations to be minimal.

F-10

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

Except as follows, the Company has no significant off balance sheet risk or credit risk concentrations. Financial instruments that subject the Company to potential credit risks are principally cash equivalents and accounts receivable. Concentrated credit risk with respect to accounts receivable is limited to creditworthy customers. The Company's customers are principally located in the United States and Europe.   The Company is directly affected by the overall financial condition of the pharmaceutical, biotechnology and medical device industries and management believes that credit risk exists and that any credit risk the Company faces has been adequately reserved for as of December 31, 2013.  The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance. The Company's losses related to collection of accounts receivable have consistently been within management's expectations.  As of December 31, 2013, the Company believes no additional credit risk exists beyond the amounts provided for in our allowance for uncollectible accounts.  The Company evaluates its allowance for uncollectable accounts on a monthly basis based on a specific review of receivable aging and the period that any receivables are beyond the standard payment terms. The Company does not require collateral from its customers in order to mitigate credit risk.

One customer accounted for 11% during the year ended December 31, 2013 or approximately $1,551,100, respectively. One customer accounted for 19% and another accounted for 16% of our revenues during the year ended December 31, 2012 or approximately $2,909,300 and $2,503,100, respectively.  The following table summarizes the number of customers who individually comprise greater than 10% of total revenue and/or total accounts receivable and their aggregate percentage of the Company's total revenue and gross accounts receivable for the years presented.

	Revenues				Accounts Receivable
For the years ended	Number of customers		Percentage of total revenues		Number of customers		Percentage of accounts receivable
December 31, 2013		1		11%		2		23%
December 31, 2012		2		35%		3		54%

The table below provides revenues from European customers for the years ended December 31, 2013 and December 31, 2012, respectively.

European revenues
For the year ended
December 31, 2013				December 31, 2012
European revenues		% of Total revenues		European revenues		% of Total revenues
$	1,847,305		12.9%	$	1,545,730		9.9%

The Company serves all of its hosting customers from third-party web hosting facilities located in the United States. The Company does not control the operation of these facilities, and they are vulnerable to damage or interruption. The Company maintains redundant systems that can be used to provide service in the event the third-party web hosting facilities become unavailable, although in such circumstances, the Company's service may be interrupted during the transition.

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, computers, equipment and furniture and 3 years for software.  Gains or losses on disposal are charged to operations.

ASSET IMPAIRMENT

Acquisitions and Intangible Assets

We account for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition.

The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

F-11

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

Long-lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use quoted market prices when available and independent appraisals and management estimates of future operating cash flows, as appropriate, to determine fair value.

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 generally entitled to payment for all work performed through the point of cancellation.  As of December 31, 2013, the Company had $4,251,373 in deferred revenues relating to contracts for services to be performed over periods ranging from 1 month to 5 years.  The Company had $2,866,356 in deferred revenues that are expected to be recognized in the next twelve fiscal months.

ADVERTISING

Advertising costs are expensed as incurred.  Advertising costs were $226,380 and $269,311 for the years ended December 31, 2013 and December 31, 2012, respectively and are included under selling, general and administrative expenses on our consolidated financial statements.

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in R&D and are expensed as incurred.  ASC 985.20, Software Industry Costs of Software to Be Sold, Leased or Marketed, 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 ASC 985.20.  During the years ended December 31, 2013 and December 31, 2012 we spent approximately $2,403,504 and $2,337,904 respectively, on R&D activities, which include costs associated with the development of our software products and services for our client’s projects and which are primarily comprised of salaries and related expenses for our software developers and consulting fees paid to third-party consultants.  R&D costs are primarily included under Salaries, benefits and related taxes in our Statement of Operations.

EMPLOYEE EQUITY INCENTIVE PLANS

The OmniComm Systems, Inc. 2009 Equity Incentive Plan (the “2009 Plan”) was approved at our Annual Meeting of Shareholders on July 10, 2009.  The 2009 Plan provides for the issuance of up to 7.5 million shares to employees, directors and key consultants in accordance with the terms of the 2009 Plan documents.  The predecessor plan, the OmniComm Systems, Inc., 1998 Stock Incentive Plan (the “1998 Plan”) expired on December 31, 2008.  The 1998 Plan provided for the issuance of up to 12.5 million shares in accordance with the terms of the 1998 Plan document.  Each plan is more fully described in “Note 15, Employee Equity Incentive Plans.”  The Company accounts for its employee equity incentive plans under ASC 718, Compensation – Stock Compensation which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The Company currently uses the Black Scholes option pricing model to determine grant date fair value.

EARNINGS/(LOSS)  PER SHARE

The Company accounts for Earnings/(loss) Per Share using ASC 260 – Earnings per Share.  Unlike diluted earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities.

F-12

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

INCOME TAXES

The Company accounts for income taxes in accordance ASC 740, Income Taxes.  ASC 740 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

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

During fiscal 2013, we adopted the following new accounting pronouncements:

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In January 2013, the FASB issued authoritative guidance on the presentation of amounts reclassified out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. Our adoption of this standard did not have an impact on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU amends ASC 740, Income Taxes, to require that an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward; to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carryforward does not exist at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The Company will adopt ASU No. 2013-11 on January 1, 2014 and the adoption is not expected to have a material impact on its consolidated financial statements.

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements.

NOTE 3:                GOING CONCERN

We have experienced net losses and negative cash flows from operations and have utilized debt and equity financings to help provide for our working capital, capital expenditure and R&D needs.  We will continue to require substantial funds to continue our R&D 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 R&D 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 R&D 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 R&D 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 R&D 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 or result in increased interest expense in future periods.

F-13

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

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 our historical operating losses, negative cash flows and accumulated deficits for the period ending December 31, 2013 there is substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4                  EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share were calculated using the weighted average number of shares outstanding of 87,969,202 and 86,522,332 for the years ended December 31, 2013 and December 31, 2012, respectively.

Antidilutive shares aggregating 79,546,913 and 82,069,096 have been omitted from the calculation of dilutive earnings/(loss) per share for the years ended December 31, 2013 and December 31, 2012 respectively as the shares were antidilutive. Provided below is the reconciliation between numerators and denominators of the basic and diluted earnings/(loss) per shares:  There were no differences between basic and diluted earnings/(loss) per share.  The table below provides a reconciliation of anti-dilutive securities outstanding as of December 31, 2013 and December 31, 2012, respectively.

Anti-Dilutive Security	December 31, 2013		December 31, 2012
Preferred stock		2,750,149		2,750,149
Employee stock options		5,745,000		10,452,500
Warrants		44,728,873		43,212,873
Convertible notes		24,620,000		24,620,000
Shares issuable for accrued interest		1,702,891		1,033,574
Total		79,546,913		82,069,096

The employee stock options are exercisable at prices ranging from $0.045 to $0.69 per share.  The exercise price on the stock warrants range from $0.25 to $0.60 per share.  Shares issuable upon conversion of Convertible Debentures have conversion prices ranging from $0.25 to $0.50 per share.

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

For the year ended
	December 31, 2013								December 31, 2012
	Income (loss) numerator			Shares denominator		Per-share amount			Income (loss) numerator			Shares denominator		Per-share amount
Basic EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)
Effect of dilutive securities - none		-0-			-0-		-0-			-0-			-0-		-0-
Diluted EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)

F-14

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

NOTE 5:                PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

	December 31, 2013						December 31, 2012
	Cost		Accumulated depreciation		Net book value		Cost		Accumulated depreciation		Net book value		Estimated useful life (years)
Computer & office equipment	$	1,822,098	$	1,326,256	$	495,842	$	1,519,617	$	1,181,451	$	338,166		5
Leasehold improvements		93,812		75,735		18,077		92,686		68,044		24,642		5
Computer software		1,556,497		1,477,801		78,696		1,502,524		1,403,705		98,819		3
Office furniture		114,373		99,555		14,818		110,780		90,604		20,176		5
Total	$	3,586,780	$	2,979,347	$	607,433	$	3,225,607	$	2,743,804	$	481,803

Depreciation expense for the years ended December 31, 2013 and December 31, 2012 was $230,323 and $377,680, respectively.

NOTE 6:                INTANGIBLE ASSETS, AT COST

Intangible assets consist of the following:

	December 31, 2013						December 31, 2012
Asset	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value		Estimated useful life (years)
eClinical customer lists	$	1,392,701	$	1,392,701	$	-0-	$	1,392,701	$	1,392,701	$	-0-		3
Promasys B.V. customer lists		136,253		1,514		134,739		-0-		-0-		-0-		15
Promasys B.V. software code		72,943		2,431		70,512		-0-		-0-		-0-		5
Promasys B.V. URLs/Website		68,814		3,823		64,991		-0-		-0-		-0-		3
	$	1,670,711	$	1,400,469	$	270,242	$	1,392,701	$	1,392,701	$	-0-

Amortization expense was $7,720 and $232,117 for the years ended December 31, 2013 and December 31, 2012, respectively.  

Annual amortization expense for the Company’s intangible assets is as follows:

2014	$	46,610
2015		46,610
2016		42,788
2017		23,672
2018 and thereafter		110,562
Total	$	270,242

NOTE 7:                ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

Account	December 31, 2013		December 31, 2012
Accounts payable	$	724,421	$	665,139
Accrued payroll and related costs		260,072		383,859
Other accrued expenses		88,292		124,154
Accrued interest		1,468,171		951,213
Total accounts payable and accrued expenses	$	2,540,956	$	2,124,365

F-15

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

NOTE 8:     PROMASYS B.V. ACQUISITION

On November 11, 2013, with economic effect as of October 31, 2013, we acquired 100% of the capital stock of Promasys B.V., a privately held Netherlands company, from the 4 shareholders of Promasys B.V. pursuant to a share purchase agreement and as a result, Promasys B.V. became our wholly owned subsidiary. Promasys B.V. is involved in the development and marketing of software and services relating to clinical data management (“Business”).  Since its establishment in 2004, Promasys B.V. has built an international customer base, with a focus on the academic market and a strong presence in Asia. As consideration for the acquisition, we paid an aggregate of 435,998 euros (approximately $593,000) to one of the shareholders of Promasys B.V and issued an aggregate of 2,270,000 shares of our common stock to the other 3 shareholders of Promasys B.V. On the same day, and in connection with the share purchase agreement, we also entered into an employment agreement with one of the shareholders and a management agreement with the principal of a second shareholder pursuant to which, among other things, the individuals shall continue providing services to us as it relates to the Business. The foregoing description of the share purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which we have filed as Exhibit 10.71 to this Annual Report on Form 10K.

In conjunction with the share purchase agreement of the capital stock of Promasys B.V., effective October 31, 2013, our Board of Directors appointed Dr. Adam F. Cohen to serve on our Board of Directors. It is expected that Dr. Cohen will be a member of the Compensation and Governance and Nominating Committees. Dr. Cohen, age 61, has no family relationships with any of the executive officers or directors of the Company. Dr. Cohen was a director of Promasys B. V. and held a 10% equity interest in Promasys B.V. prior to the acquisition. He received 790,000 shares of OmniComm’s common shares in exchange for his interest in Promasys B.V. Other than the acquisition of Promasys B.V. there have been no related party transactions in the past two years in which the Company or any of its subsidiaries was or is to be a party, in which Dr. Cohen had, or will have, a direct or indirect material interest.

Dr. Cohen currently serves as the CEO of CHDR, a clinical research unit based in Leiden in the Netherlands. Dr. Cohen graduated in Pharmacy and Medicine from Leiden University. He subsequently joined the department of Clinical Pharmacology of the Wellcome Research Laboratories in Beckenham, UK where he obtained experience in early drug development. This work led to a PhD thesis about the development of an antihistamine (acrivastine) and an antiepileptic (lamotrigine). Further training in internal medicine was obtained at King’s College Hospital in London. Phase II-III drug development experience was obtained as European Clinical project leader for t-PA at Wellcome. He is a professor of Clinical Pharmacology at Leiden University and has a clinical attachment at the department of nephrology at Leiden University Medical Centre. He is author of more than two hundred publications about a wide range of clinical pharmacological subjects. He is executive editor of the British Journal of Clinical Pharmacology.

We accounted for the acquisition of Promasys B.V as a business combination and accordingly accounted for the acquisition under Statement of Financial Accounting Standards No. 141, Business Combinations (“SFAS 141”) (Codified within ASC 805, Business Combinations). We allocate the purchase price to the assets acquired and the liabilities assumed based on their estimated fair values on the date of the acquisition. The difference between the fair value of the net assets acquired and the purchase price is recorded as goodwill. We record the operating results of the acquired business in our consolidated statements of operations from the date of acquisition.

The table below summarizes the amounts of the assets acquired and liabilities assumed that were recognized at the acquisition date.

Cash	$	215,571
Receivables	$	216,287
Property and equipment	$	2,178
Identifiable intangibles	$	276,356
Goodwill	$	671,689
Total assets acquired	$	1,382,081
Accounts payable	$	(170,339	)
Deferred revenue	$	(229,353	)
Net asssets acquired	$	982,389

The below table provides unaudited pro-forma results as if the acquistion had occurred effective January 1, 2012.

	(Unaudited) For the year ended December 31,
	2013			2012
Gross revenues	$	15,119,861		$	16,002,612
Total expenses		18,145,210			23,988,611
Net income (loss) before taxes	$	(3,025,349	)	$	(7,985,999	)
Net income (loss) per share	$	(0.04	)	$	(0.09	)
Weighted average number of shares outstanding
Basic and Diluted		89,866,051			88,792,332

F-16

NOTE 9:                LINES OF CREDIT AND NOTES PAYABLE

On March 18, 2013, the Company entered into a $2,000,000 revolving line of credit with The Northern Trust Company guaranteed by Cornelis F. Wit, CEO and Director. Mr. Wit receives 2.0% interest on the assets pledged for the line of credit. On December 18, 2013 the Company renewed the Line of Credit and increased the available balance to $4,000,000. The line of credit matures on December 17, 2014 and carries a variable interest rate based on the prime rate. At December 31, 2013, $3,500,000 was outstanding on the line of credit at an interest rate of 2.25%.

At December 31, 2013, the Company owed $5,667,865 in notes payable all of which are unsecured.  The table below provides details as to the terms and conditions of the notes payable.

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2013		Current		term		Current		term
12/31/2011	1/1/2015		12%	$	1,600,000	$	-0-	$	-0-	$	-0-	$	1,600,000
4/1/2012	1/1/2014		12%		17,500		17,500		-0-		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		20,000		-0-		-0-		-0-
1/1/2013	1/1/2016		12%		529,000		-0-		-0-		-0-		529,000
1/1/2013	1/1/2015		10%		308,561		-0-		308,561		-0-		-0-
1/1/2013	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
1/1/2013	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
2/1/2013	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
3/5/2013	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
4/1/2013	3/31/2016		12%		2,866,879		-0-		-0-		-0-		2,866,879
Discount on note payable							-0-		-0-		-0-		(447,666	)
Total				$	5,667,865	$	37,500	$	614,486	$	-0-	$	4,568,213

F-17

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

At December 31, 2012, the Company owed $5,138,866 in notes payable all of which are unsecured.  The table below provides details as to the terms and conditions of the notes payable.

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2012		Current		term		Current		term
12/31/2010	1/1/2015		10%	$	308,562	$	-0-	$	308,562	$	-0-	$	-0-
12/31/2010	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
2/1/2011	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
3/31/2011	4/1/2014		12%		2,866,879		-0-		-0-		-0-		2,866,879
12/31/2011	1/1/2015		12%		1,600,000		-0-		-0-		-0-		1,600,000
12/31/2011	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
4/1/2012	1/1/2014		12%		17,500		-0-		17,500		-0-		-0-
10/1/2012	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		-0-		20,000		-0-		-0-
Discount on note payable							-0-		-0-		-0-		(656,524	)
Total				$	5,138,866	$	-0-	$	651,987	$	-0-	$	3,830,355

On January 1, 2013, the Company issued a promissory note in the principal amount of $529,000 and warrants to purchase 2,116,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of January 31, 2016 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2016.

This issuance caused us to calculate and record a derivative liability for the warrant liability. The warrants were valued using the Black Scholes option pricing model. A value of $400,141 was calculated and allocated to the warrants and recorded as a liability to the issuance of the note payable. As a result of the liability we recorded a discount to the note payable. The carrying amount of the note at the time of issuance was $128,858. The warrant liability (discount) will be amortized over the 36 month duration of the note payable. The Company will continue to perform a fair value calculation periodically on the warrant liability and accordingly the warrant liability is increased or decreased based on the fair value calculation. The resulting increase or decrease is reflected in operations as an unrealized gain or loss on changes in derivative liabilities.

On January 1, 2013 the Company issued promissory notes in the amount of $431,987 in exchange for existing promissory notes in the same amount. The promissory notes carry an interest rate of 10% and have a maturity date of January 1, 2015.

On January 1, 2013 the Company issued a promissory note in the amount of $45,000 in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On February 1, 2013 the Company issued a promissory note in the amount of $20,000 to our Chairman and CTO, Randall G. Smith, in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2016.

On March 5, 2013 the Company issued a promissory note in the amount of $137,500 in exchange for a promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On April 1, 2013 the Company issued a promissory note in the amount of $2,866,879 to our CEO and Director, Cornelis F. Wit, in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of March 31, 2016. The expiration date of the warrants associated with the original prommissory note was extended to March 31, 2016.

NOTE 10                CONVERTIBLE NOTES PAYABLE

The following table summarizes the convertible debt outstanding as of December 31, 2013.

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2013		Allocated discount		discount amortized		December 31, 2013		December 31, 2013		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		160,000		160,000		44,024		44,024		-0-		160,000		-0-		-0-		160,000		-0-
12/16/2008	1/1/2016		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	-	$	75,000	$	9,125,000	$	465,000

F-18

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

 The following table summarizes the convertible debt outstanding as of December 31, 2012.

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2012		Allocated discount		discount amortized		December 31, 2012		December 31, 2012		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	12/16/2013		12%		160,000		160,000		44,024		44,024		-0-		160,000		160,000		-0-		-0-		-0-
12/16/2008	1/1/2014		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	160,000	$	75,000	$	8,965,000	$	465,000

10% Convertible Notes

During 1999, the Company issued 10% Convertible Notes payable in the amount of $862,500 pursuant to a Confidential Private Placement Memorandum.  There were costs of $119,625 associated with this offering. The net proceeds to the Company were $742,875.  The notes bear interest at ten percent annually, payable semi-annually.  The notes were convertible after maturity, which was June 30, 2004, into shares of common stock of the Company at $1.25 per share. We are in default in the payment of principal and interest. As of December 31, 2013, approximately $787,500 of the Convertible Notes had been repaid in cash or converted into 1,495,179 shares of common stock of the Company leaving an outstanding principal balance of $75,000.  There was $109,748 of accrued interest at December 31, 2013.

Secured Convertible Debentures

On September 30, 2009, the Company sold an aggregate of $1,400,000 principal amount 12% Secured Convertible Debentures (the “Debentures”) and common stock purchase warrants (the “Warrants”) to purchase an aggregate of 5,600,000 shares of our common stock exercisable at a price of $0.25 per share for four years subsequent to the closing of the transaction to four accredited investors including our CEO and Director, Cornelis, F. Wit.   The Company received net proceeds of $1,400,000.  The Debentures, which bear interest at 12% per annum, matured on March 30, 2011. The Debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.25 per share.  On March 30, 2011, the Company repaid $200,000 of the outstanding principal amounts owed and extended $1,200,000 of the convertible notes until April 1, 2013, including $1,100,000 in convertible notes held by our CEO and Director, Cornelis F. Wit. The Company also extended the expiration date of the warrants associated with the September 2009 offering.  On February 22, 2013, the Company and two lenders extended $1,200,000 of the convertible notes until January 1, 2016, including $1,100,000 in convertible notes held by our CEO and Director, Cornelis F. Wit. The expiration date of the warrants associated with the September 2009 offering was also extended to January 1, 2016.

Convertible Debentures

On August 29, 2008, the Company sold $2,270,000 of convertible debentures and warrants to purchase an aggregate of 4,540,000 shares of our common stock to four accredited investors including our CEO and Director, Cornelis F. Wit, and one of our Directors. The convertible debentures, which bear interest at 10% per annum, were due on August 29, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, two Affiliates of the Company extended $1,920,000 of the convertible debentures until August 29, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013 the Company and Mr. van Kesteren extended the maturity date of $150,000 of the convertible debentures due to our Director, Guus van Kesteren to January 1, 2015. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015. On February 22, 2013 the Company and Mr. Wit extended the maturity date of $1,770,000 of the convertible debentures due to our CEO and Director, Cornelis F. Wit, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

 On December 16, 2008, we sold $5,075,000 of convertible debentures and warrants to purchase an aggregate of 10,150,000 shares of our common stock to eleven accredited investors including our CEO and Director, Cornelis F. Wit, our COO and President, Stephen E. Johnson, our Chairman and CTO, Randall G. Smith, our CFO, Ronald T. Linares, and four of our Directors. The convertible debentures, which bear interest at 12% per annum, were due on December 16, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009 Affiliates of the Company extended $4,980,000 of Convertible Notes until December 16, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013 the Company and the lenders agreed to extend the maturity date of $4,505,000 of the convertible debentures including $4,475,000 due to our CEO and Director, Cornelis F. Wit, $25,000 due to our COO and President, Stephen E. Johnson, and $5,000 due to our Chairman and CTO, Randall G. Smith, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016. On February 27, 2013 the Company and Mr. Veatch extended the maturity date of $15,000 of convertible debentures issued to our former Director, Matthew Veatch, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016. On March 6, 2013, the Company and one of the lenders agreed to extend the maturity date of $200,000 of convertible debentures to January 1, 2014. The expiration date of the warrants associated with the debentures was also extended to January 1, 2014. On March 12, 2013, the Company and one of the lenders agreed to extend the maturity date of $100,000 of convertible debentures to January 1, 2015. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015. In December 2013, the Company and two lenders agreed to extend the maturity date of $360,000 of convertible debentures, including $160,000 due to our Director, Guus van Kesteren, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

F-19

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

On December 31, 2009, the Company sold an aggregate of $1,490,000 principal amount 12% Convertible Debentures (the “Debentures”) and common stock purchase warrants (the “Warrants”) to purchase an aggregate of 5,960,000 shares of our common stock exercisable at a price of $0.25 per share for four years subsequent to the closing of the transaction to three accredited investors including our CEO and Director, Cornelis F. Wit.  The Company received net proceeds of $1,490,000.  The Debentures, which bear interest at 12% per annum, matured on June 30, 2011. The Debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.25 per share.  On September 30, 2011, the Company extended all $1,490,000 of the convertible notes until October 1, 2013, including $1,440,000 in convertible notes held by our CEO and Director, Cornelis F. Wit.  The Company also extended the expiration date of the warrants associated with the December 2009 offering until December 31, 2015.  On February 22, 2013, the Company extended all $1,490,000 of the convertible notes until January 1, 2016, including $1,440,000 in convertible notes held by our CEO and Director, Cornelis F. Wit.  The Company also extended the expiration date of the warrants associated with the December 2009 offering until January 1, 2016.

The payments required at maturity under the Company’s outstanding convertible debt at December 31, 2013 are as follows:

2014	$	75,000
2015		250,000
2016		9,340,000
Total	$	9,665,000

NOTE 11:              FAIR VALUE MEASUREMENT

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but its provisions apply to all other accounting pronouncements that require or permit fair value measurement.

ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

• Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

•  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

•  Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

A.	Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
B.	Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method
C.	Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)

F-20

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The Company also adopted the provisions of ASC 825, Financial Instruments. ASC 825 allows companies to choose to measure eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to re-measure any of its existing financial assets or liabilities under the provisions of this Statement and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2013 and December 31, 2012.

The Company’s financial assets or liabilities subject to ASC 820 as of December 31, 2013 include the conversion feature and warrant liability associated with convertible debentures issued during fiscal 2008 and 2009, the warrants issued during 2011 and 2013 that are associated with notes payable that were issued to our CEO and Director, Cornelis F. Wit, and the value of Intellectual Property and a customer list associated with the acquisition of Promasys B. V. during 2013. The conversion feature and warrants were deemed to be derivatives (the “Derivative Instruments”) since a fixed conversion price cannot be determined for either of the Derivative Instruments due to anti-dilution provisions embedded in the offering documents for the convertible debentures. The derivative instruments were not issued for risk management purposes and as such are not designated as hedging instruments under the provisions of ASC 815 Disclosures about Derivative Instruments and Hedging Activities. See Note 10 – Convertible Notes Payable.

Following is a description of the valuation methodologies used to determine the fair value of the Company’s financial assets including the general classification of such instruments pursuant to the valuation hierarchy.

F-21

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

A summary as of December 31, 2013 of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2013		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	3,126,206	$	-0-	$	-0-	$	3,126,206
Warrant liability		5,943,977		-0-		-0-		5,943,977
Total of derivative liabilities	$	9,070,183	$	-0-	$	-0-	$	9,070,183

(1)   The fair value of the derivative instruments was estimated using the Income Approach and the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2013

(2)   The fair value at the measurement date is equal to their carrying value on the balance sheet

	Significant valuation assumptions of derivative instruments at December 31, 2013
Risk free interest rate		0.12%	to	0.13%
Dividend yield			0.00%
Expected volatility		166.7%	to	217.1%
Expected life (range in years)
Conversion feature liability		1.00	to	2.00
Warrant liability		1.00	to	2.25

A summary as of December 31, 2013 of the fair value of assets measured at fair value on a non recurring basis follows:

	Carrying amount December 31,		Carrying amount December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		2013		(Level 1)		(Level 2)		(Level 3)
Acquired assets (3)
Promasys B.V. customer lists (4)	$	-0-	$	134,739	$	-0-	$	-0-	$	136,253
Promasys B.V. software code (4)		-0-		70,512		-0-		-0-		72,943
Promasys B.V. URLs/website (4)		-0-		64,991		-0-		-0-		68,814
Promasys B.V. goodwill (4)		-0-		675,710		-0-		-0-		675,710
	$	-0-	$	945,952	$	-0-	$	-0-	$	953,720

(3)   The fair value of the Acquired Assets was estimated using the Income Approach with a discounted cash flow valuation methodology applied.

(4)   The acquired Promasys B.V. software code, customer list and URLs/website are not measured on a recurring basis since their initial fair value has been deemed to have a finite life and is being amortized periodically. Instead the Company performs an impairment analysis on a quarterly basis in order to determine whether the carrying value of the assets reflects the fair value of the assets in a market based transaction.

The Company’s goodwill and other identifiable intangible assets with indefinite lives are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3).

Goodwill and other identifiable intangible assets with indefinite lives are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets and identifiable intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that amounts may not be recoverable. If the testing performed indicates that impairment has occurred, the Company will record a noncash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

F-22

The table below presents the fair value of the Goodwill as of December 31, 2013 and December 31, 2012.

	December 31, 2013		December 31, 2012
(Level 3)
Goodwill	$	675,710	$	-0-

Other identifiable intangible assets, which are subject to amortization, are being amortized using the straight-line method over their estimated useful lives ranging from 3 to 15 years. The Impairment or Disposal of Long-Lived Asset subsection of the Property, Plant and Equipment Topic of the FASB ASC, requires us to test the recoverability of long-lived assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In testing for potential impairment, if the carrying value of the asset group exceeds the expected undiscounted cash flows, we must then determine the amount by which the fair value of those assets exceeds the carrying value and determine the amount of impairment, if any.

F-23

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

A summary as of December 31, 2012 of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	2,287,323	$	-0-	$	-0-	$	2,287,323
Warrant liability		6,287,598		-0-		-0-		6,287,598
Total of derivative liabilties	$	8,574,921	$	-0-	$	-0-	$	8,574,921

(1) The fair value of the derivative instruments was estimated using the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2012

(2) The fair value at the measurement date is equal to their carrying value on the balance sheet

Significant valuation assumptions of derivative instruments at December 31, 2012
Risk free interest rate	0.18%	to	0.36%
Dividend yield		0.00%
Expected volatility	218.2%	to	259.1%
Expected life (range in years)
Conversion feature liability	0.25	to	0.96
Warrant liability	0.66	to	3.25

	Other income for the year ended
	December 31, 2013			December 31, 2012
The net amount of (losses) for the period included in earnings attributable to the unrealized loss from changes in derivative liabilities at the reporting date	$	(95,121	)	$	(6,123,302	)
Total unrealized (losses) included in earnings	$	(95,121	)	$	(6,123,302	)

The tables below set forth a summary of changes in fair value of the Company’s Level 3 financial liabilities at fair value for the years ended December 31, 2013 and December 31, 2012. The tables reflect gains and losses for all financial liabilities at fair value categorized as Level 3 as of December 31, 2013 and December 31, 2012.

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date			Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2013
Derivatives:
Conversion feature liability	$	2,287,323	$	-0-	$	838,883		$	-0-	$	-0-	$	3,126,206
Warrant liability		6,287,598		-0-		(743,762	)		400,141		-0-		5,943,977
Total of derivative liabilties	$	8,574,921	$	-0-	$	95,121		$	400,141	$	-0-	$	9,070,183

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date		Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2012
Derivatives:
Conversion feature liability	$	758,911	$	-0-	$	1,528,412	$	-0-	$	-0-	$	2,287,323
Warrant liability		1,692,708		-0-		4,594,890		-0-		-0-		6,287,598
Total of derivative liabilties	$	2,451,619	$	-0-	$	6,123,302	$	-0-	$	-0-	$	8,574,921

F-24

NOTE 12:              COMMITMENTS AND CONTINGENCIES

The Company currently leases office space under operating leases for its office locations and has several operating leases related to server and network co-location and disaster recovery for its operations.  The minimum future lease payments required under the Company’s operating leases at December 31, 2013 are as follows:

2014	$	537,630
2015		502,131
2016		279,174
2017		53,699
2018		5,849
Total	$	1,378,483

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 leases.  Rent expense was $894,121 and $881,503 for the years ended December 31, 2013 and December 31, 2012, respectively.

The Company’s corporate office lease expires in September 2016.  The Company’s lease on its New Jersey field office expires in February 2016.   The Company currently operates its wholly-owned subsidiary, OmniComm Ltd., in the United Kingdom under the terms of a lease that expires in September 2016.  The Company currently operates its wholly-owned subsidiary, OmniComm Europe, GmbH, in Germany under the terms of a lease that expires in July 2015. The Company currently operates its wholly-owned subsidiary, Promasys B.V., in the Netherlands under the terms of a lease that expires in October 2018.

F-25

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

LEGAL PROCEEDINGS

From time to time the Company may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2013, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

PATENT LITIGATION SETTLEMENT

On April 9, 2009, we entered into a Settlement and License Agreement with DataSci, LLC (“DataSci”) which relates to a lawsuit filed on September 18, 2008 in the United States District Court for the District of Maryland by DataSci against OmniComm alleging infringement of a U.S. Patent No. 6,496,827 B2 entitled “Methods and Apparatus for the Centralized Collection and Validation of Geographically Distributed Clinical Study Data with Verification of Input Data to the Distributed System” (“Licensed Patent”) claimed to be owned by DataSci. Pursuant to the agreement, the parties entered into a Stipulated Order of Dismissal of the lawsuit filed by DataSci and DataSci granted us a worldwide, non-exclusive non-transferable right and license under the Licensed Patent, the subject of the claim, and the right to sublicense TrialMaster on a Technology Transfer and Technology Transition basis. The license expressly excludes the right to make, use, sell, import, market, distribute, oversee the operation of, or service systems covered by, a claim (if any) of the Licensed Patent to the extent such systems are used for creating and managing source documentation and conducting remote data validation in clinical trial studies using a tablet PC with stylus, touch screen device, digitizing tablet, digitizer pen, or similar mobile processing device (“Digitizing Device”), wherein the source documentation is electronic and is completed using a Digitizing Device. Under the terms of the license, we are obligated to pay royalties quarterly for sales of Licensed Products, as defined therein,  from January 1, 2009 until the expiration of the Licensed Patent equal to two percent (2%) of OmniComm’s annual Gross Revenues or, alternatively, the annual minimum royalty payment(s), whichever is greater.  The remaining minimum royalty payments per year are as follows:

2014	$	450,000
2015		450,000
2016		450,000
2017		450,000
Total	$	1,800,000

In conjunction with the acquisition of the eResearch Technology, Inc. EDC assets, the Company entered into the First Amendment to Settlement and Licensing Agreement with DataSci, LLC in June 2009 to provide for license payments totaling $300,000 to DataSci over the next three years for the EDC assets acquired in that transaction.  The Company began making annual payments of $100,000 to DataSci beginning in July 2009 and has to-date made payments totaling $200,000.

During the years ended December 31, 2013 and December 31, 2012, respectively, the Company recorded a charge to earnings of  $189,408 and $218,467 respectively,  which amounts represent (1) the amount of additional license expense incurred above the stipulated minimum in the DataSci License Agreement during the years ended December 31, 2013 and December 31, 2012 and (2) the accretion of the difference between the total stipulated annual minimum royalty payments and the recorded present value accrual of the annual minimum royalty payments.

EMPLOYMENT AGREEMENTS

In December 2013, we renewed an employment agreement with Mr. Cornelis F. Wit to serve as our Chief Executive Officer through December 31, 2014. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Wit or the Company ninety days prior to the end of the term.  Mr. Wit receives an annual salary of $192,780 payable in cash and/or stock plus a bonus tied to our operating results. As part of the agreement incentive options are awardable under the agreement based upon sales and cash flow objectives.  In the event that we consummate a transaction with a third party resulting in the sale, merger, consolidation, reorganization or other business combination involving all or a majority of our business, assets or stock, whether effected in one transaction or a series of transactions due to the initiative of Mr. Wit (whether or not during the term of the agreement), Mr. Wit will receive a fee equal to 2% of the aggregate consideration.   The agreement also provides, among other things, for participation in employee benefits available to employees and executives.  Under the terms of the agreement, we may terminate Mr. Wit’s employment upon 30 days notice of a material breach and Mr. Wit may terminate the agreement under the same terms and conditions.  The employment agreement contains customary non-disclosure provisions, as well as a one year non-compete clause if Mr. Wit leaves the company voluntarily or a six month non-compete clause following his termination by us.

F-26

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

In December 2013, we renewed our employment agreement with Mr. Randall Smith to serve as our Chief Technology Officer.  As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Smith or the Company ninety days prior to the end of the term. Under the terms of the agreement, as compensation for his services, Mr. Smith receives an annual salary of $305,235 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive a bonus based upon achieving technology related milestones.  The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives.  Under the terms of the agreement, we may terminate the employment of Mr. Smith upon 30 days notice of a material breach and Mr. Smith may terminate the agreement under the same terms and conditions.  If Mr. Smith is terminated by us for any reason other than for cause, we must pay him severance benefits equal to six month’s salary.  The employment agreement contains customary non-disclosure provisions, as well as a one year non-competition restriction following the termination of the agreement.

In September 2013, we renewed our employment agreement with Mr. Stephen Johnson to serve as our President and Chief Operating Officer.  As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Johnson or the Company ninety days prior to the end of the term. Under the terms of this agreement, Mr. Johnson receives an annual salary of $305,235.   The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives.  Under the terms of the agreement, we may terminate the employment of Mr. Johnson upon 30 days notice of a material breach and Mr. Johnson may terminate the agreement under the same terms and conditions.  If Mr. Johnson is terminated by us for any reason other than for cause, we must pay him severance benefits equal to three month’s salary for every year of service up to a maximum of twelve months salary.  The employment agreement contains customary non-disclosure provisions as well as a one year non-compete clause if Mr. Johnson leaves the company voluntarily or a six month non-compete clause following his termination by us.

NOTE 13:             RELATED PARTY TRANSACTIONS

On February 1, 2013, our Chairman and CTO, Randall Smith, extended the maturity date of his $20,000 promissory note until January 1, 2016. The promissory note bears interest at 12% per annum. The note was originally issued on December 16, 2010 with a maturity date of December 31, 2011. On December 31, 2011, Mr. Smith extended the maturity date of his promissory note until April 1, 2013.

On February 22, 2013, our Director, Guus van Kesteren, extended the maturity date of $150,000 of convertible debentures to January 1, 2015. The convertible debentures were originally issued in August 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015.

On February 22, 2013, our COO and President, Stephen Johnson, extended the maturity date of $25,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On February 22, 2013, our Chairman and CTO, Randall Smith, extended the maturity date of $5,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On December 5, 2013, our Director, Guus van Kesteren, extended the maturity date of $160,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

As of December 31, 2013, we have an aggregate of $13,780,879 principal amount of convertible debentures and promissory notes outstanding to Cornelis F. Wit, our CEO and Director, and have issued certain warrants to Mr. Wit, as follows:

● In June 2008, Mr. Wit invested $510,000 in convertible notes. On August 29, 2008, Mr. Wit converted the $510,000 and invested an additional $1,260,000 in a private placement of convertible debentures and warrants to purchase 3,540,000 shares of our common stock. The convertible debentures, which bear interest at 10% per annum, were due on August 29, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, the Company and Mr. Wit extended the $1,770,000 of convertible debentures until August 29, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013, the Company and Mr. Wit extended the maturity date of the $1,770,000 of convertible debentures to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● In February 2008, Mr. Wit invested $150,000 in promissory notes and from September 2008 to December 2008, Mr. Wit invested $4,200,000 in convertible notes. On December 16, 2008, Mr. Wit converted the $4,350,000 into a private placement of convertible debentures and warrants to purchase 8,700,000 shares of our common stock. The convertible debentures, which bear interest at 12% per annum, were due on December 16, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, the Company and Mr. Wit extended the $4,350,000 of convertible debentures until December 16, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. In a private transaction on October 16, 2012, Mr. Wit purchased $125,000 of the December 2008 convertible debentures and the related 250,000 warrants from Mr. Ronald Linares, the Company’s former CFO. On February 22, 2013, the Company and Mr. Wit extended the maturity date of the $4,475,000 of convertible debentures to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

F-27

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

● From July 2009 to September 2009, Mr. Wit invested $1,100,000 which amount was aggregated under the terms of one convertible note dated September 30, 2009.  On September 30, 2009, Mr. Wit agreed to convert this convertible note into a private placement of secured convertible debentures bearing interest at a rate of 12% per annum with a maturity date of March 30, 2011. The convertible debentures were convertible into 4,400,000 shares of common stock and Mr. Wit received 4,400,000 warrants to purchase common stock of the Company at a price of $0.25. On March 30, 2011, the Company and Mr. Wit extended the maturity date of his convertible note until April 1, 2013 in accordance with the terms of Amendment Number One To Securities Purchase Agreement. The Company also extended the expiration date of the 4,400,000 warrants issued with convertible note by two years to September 30, 2015. On February 22, 2013, the Company and Mr. Wit extended the maturity date of his convertible debentures to January 1, 2016 in accordance with the terms of Amendment Number Two To Securities Purchase Agreement. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● From October 2009 to December 2009, Mr. Wit invested $1,440,000, which amount was aggregated under the terms of one convertible note dated December 31, 2009. On December 31, 2009, Mr. Wit agreed to convert this Convertible Note into a private placement of unsecured convertible debentures bearing interest at a rate of 12% per annum, which Convertible Debentures were due on June 30, 2011. The Company and Mr. Wit extended the maturity date of his convertible note until October 1, 2013 in accordance with the terms of Amendment Number One To Securities Purchase Agreement. The Company also extended the expiration date of the 5,760,000 warrants issued with convertible note by two years to December 31, 2015. On February 22, 2013, the Company and Mr. Wit extended the maturity date of his convertible debentures to January 1, 2016 in accordance with the terms of Amendment Number Two To Securities Purchase Agreement. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● On March 31, 2011, the Company issued a note payable in the principal amount of $2,866,879 and warrants to purchase 11,467,517 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of March 31, 2016 to our CEO and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and had a maturity date of April 1, 2014. On April 1, 2013, the Company and Mr. Wit extended the maturity date of the promissory note to March 31, 2016. The Promissory Note replaced the following Promissory Notes that had been previously issued:

i.	Promissory Note issued on April 13, 2010 for $450,000 with a maturity date of December 31, 2011;
ii.	Promissory Note issued on June 29, 2010 for $115,000 with a maturity date of December 31, 2011;
iii.	Promissory Note issued on September 30, 2010 for $695,000 with a maturity date of December 31, 2011;
iv.	Promissory Note issued on December 31, 2010 for $1,197,500 with a maturity date of December 31, 2011; and
v.	Promissory Note issued on December 31, 2010 for $409,379 with a maturity date of April 01, 2012.

● On December 31, 2011, the Company issued a promissory note in the principal amount of $1,600,000 and warrants to purchase 6,400,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of December 31, 2015 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2015. The promissory note consolidates the amounts owed as detailed below:

i.	Promissory Note issued on May 13, 2011 for $96,000 with a maturity date of January 01, 2013;
ii.	Promissory Note issued on September 30, 2011 for $342,000 with a maturity date of April 01, 2014;
iii.	Promissory Note issued on October 05, 2011 for $130,000 with a maturity date of April 01, 2014;
iv.	Promissory Note issued on October 28, 2011 for $123,000 with a maturity date of April 01, 2014;
v.	Promissory Note issued on October 31, 2011 for $82,000 with a maturity date of April 01, 2014;
vi.	Promissory Note issued on November 23, 2011 for $60,000 with a maturity date of January 1, 2013; and
vii.	Accrued and unpaid interest in the amount of $767,000.

● On January 1, 2013, the Company issued a promissory note in the principal amount of $529,000 and warrants to purchase 2,116,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of January 31, 2016 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2016.

On March 18, 2013, the Company entered into a $2,000,000 revolving line of credit with The Northern Trust Company guaranteed by Cornelis F. Wit, our CEO and Director. Mr. Wit receives 2.0% interest on the assets pledged for the line of credit. On December 18, 2013 the Company renewed the Line of Credit and increased the available balance to $4,000,000. The line of credit matures on December 17, 2014 and carries a variable interest rate based on the prime rate. At December 31, 2013, $3,500,000 was outstanding on the line of credit at an interest rate of 2.25%.

F-28

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

For the years December 31, 2013 and December 31, 2012 we incurred $2,339,702 and $2,108,749, respectively, in interest expense payable to related parties.

NOTE 14:              STOCKHOLDERS’ (DEFICIT)

Our authorized capital stock consists of 250,000,000 shares of common stock, $.001 par value per share, and 10,000,000 shares of preferred stock, par value $.001 per share, of which 5,000,000 shares have been designated as 5% Series A Preferred, 230,000 shares have been designated as Series B Preferred Stock, 747,500 shares have been designated as Series C Preferred Stock and 250,000 shares have been designated as Series D Preferred Stock.

As of December 31, 2013 we had the following outstanding securities:

o  90,104,659 shares of common stock issued and outstanding;

o  44,728,873 warrants issued and outstanding to purchase shares of our common stock;

o  4,125,224 shares of our  Series A  Preferred Stock issued and outstanding,

o  -0- shares of our Series B  Preferred Stock issued and outstanding;

o  -0- shares of our Series C  Preferred Stock issued and outstanding;

o  250,000 Series D Preferred Stock issued and outstanding; and

o  $9,665,000 principal amount Convertible Debentures convertible into 24,620,000 shares of common stock.

Common Stock

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of our voting securities do not have cumulative voting rights. Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds.  In the event of our liquidation, dissolution or winding up, subject to the preferences of the Series A Preferred Stockholders, each outstanding share of common stock entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock.  The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is outstanding.  All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

During 2013, we issued 1,225,000 restricted shares of our common stock to our senior management team and our Board of Directors. The restrictions on the shares lapse ratably over a 3 year period.  In 2013 we recognized $53,125 in compensation expense related to the share issuance.

In June 2013 a former employee exercised options granted to the employee during their employment. As a result of the exercise, 11,000 common shares were issued to the individual. 

In November 2013, we issued 2,270,000 shares of our common in relation to our acquisition of Promasys B.V. We issued the shares to the Promasys B.V. shareholders who were all non US-persons/ non US-entities and the issuance of the shares to them occurred in an offshore transaction. The issuance of the 2,270,000 shares of common stock to the 3 shareholders of Promasys B.V pursuant to the share exchange agreement was exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereof. (See Note 8)

Preferred stock

Our Board of Directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. In addition, the Board of Directors may fix and determine all privileges and rights of the authorized preferred stock series including:

o  dividend and liquidation preferences,

o  voting rights,

o  conversion privileges, and

o  redemption terms.

Our Board of Directors may authorize the issuance of preferred stock which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation.  In addition, our Board of Directors can fix limitations and restrictions, if any, upon the payment of dividends on our common stock to be effective while any shares of preferred stock are outstanding.

F-29

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The following table presents the cumulative arrearage of undeclared dividends by class of preferred stock as of December 31, 2013 and December 31, 2012, respectively, and the per share amount by class of preferred stock.

	Cumulative arrearage as of December 31,				Cumulative arrearage as of December 31,
Series of preferred stock	2013		2012		2013		2012
Series A	$	2,380,439	$	2,174,178	$	0.58	$	0.53
Series B		609,887		609,887	$	3.05	$	3.05
Series C		1,472,093		1,472,093	$	4.37	$	4.37
Total preferred stock arrearage	$	4,462,419	$	4,256,158

Series A Preferred Stock

In 1999, our Board of Directors designated 5,000,000 shares of our preferred stock as 5% Series A Convertible Preferred Stock (“Series A Preferred Stock”), of which 4,125,224 shares are issued and outstanding.

The designations, rights and preferences of the Series A Preferred include:

o the shares are not redeemable,

o each share of Series A Preferred Stock is convertible into shares of our common stock at any time at the option of the holder at a conversion price of $1.50 per share, or if not so converted after one year from issuance, at any time at our option if the closing bid price of our common stock has exceeded $3.00 for 20 consecutive trading days, our common stock is listed on The NASDAQ Stock Market or other national stock exchange, and the shares of common stock issuable upon conversion of the Series A Preferred Stock are registered under a registration statement,

o the conversion price has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share.  The Series A Preferred Stockholders have waived their rights to an anti-dilution adjustment reducing their conversion price as a result of the issuance of the Series B Preferred Stock and Series C Preferred Stock,

o the shares of Series A Preferred Stock pay a cumulative dividend at a rate of 5% per annum based on the stated value of $1.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation. Dividends on the Series A Preferred Stock have priority to our common stock and are junior to Series B Preferred Stock and Series C Preferred Stock.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series A Preferred Stock,

o in the event of our liquidation or winding up, each share of Series A Preferred Stock has a liquidation preference equal to $1.00 per share, and

o the holders of the Series A Preferred Stock are entitled to vote together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series A Preferred Stock.

There were cumulative arrearages of $2,380,439 and $2,174,178, or $0.58 and $0.53 per share, on the Series A Preferred Stock for undeclared dividends as of December 31, 2013 and December 31, 2012 respectively.

The Company has 235,000 shares of its 5% Series A Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series A Preferred Stock were granted certain demand and piggy-back registration rights for the shares of our common stock issuable upon the conversion of the Series A Preferred Stock.

Series B Preferred Stock

In August 2001, our Board of Directors designated 200,000 shares of our preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”). A Corrected Certificate of Designations was filed on February 7, 2002 with the Delaware Secretary of State increasing the number of shares authorized as Series B Preferred Stock to 230,000 shares, of which -0- shares are issued and outstanding.

The designations, rights and preferences of the Series B Preferred Stock include:

o the stated value of each share is $10.00 per share,

o the shares are not redeemable,

o each share of Series B Preferred Stock is convertible into shares of our common stock at the option of the holder at any time commencing January 31, 2002 at the option of the holder at $0.25 per share, as adjusted, and the shares automatically convert, subject to limitations based on trading volume, into shares of our common stock at $0.25 per share at such time as we complete a public offering raising proceeds in excess of $25 million at an offering price of at least $0.75 per share.  We may require all outstanding shares of the Series B Preferred Stock to convert in the event the closing bid price of our common stock exceeds $0.50 for 20 consecutive trading days, and our common stock has been listed on The NASDAQ Stock Market or other comparable national stock exchange or the OTC Bulletin board and a registration statement registering the shares of common stock issuable upon conversion of the Series B Preferred Stock has been declared effective,

F-30

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

o the conversion price has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share or market value of the common stock,

o the shares of Series B Preferred Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series B Preferred Stock,

o each share of Series B Preferred Stock will rank senior to our Series A Preferred and pari passu with our Series C Preferred Stock,

o in the event of our liquidation or winding up, each share of Series B Preferred Stock has a liquidation preference equal to $10.00 per share plus accrued and unpaid dividends, and

o the holders of the Series B Preferred Stock are entitled to vote, together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series B Preferred Stock,

There were cumulative arrearages of $609,887 and $609,887, or $3.05 and $3.05 per share, on the Series B Preferred Stock dividends as of December 31, 2013 and December 31, 2012, respectively.

The Company has 200,000 shares of its Series B Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series B Preferred Stock were granted certain mandatory and piggy-back registration rights for the shares of our common stock issuable upon the conversion of the Series B Preferred Stock and are entitled to vote one member to our Board of Directors.

Series C Preferred Stock

In March 2002, our Board of Directors designated 747,500 shares of our preferred stock as Series C Convertible Preferred Stock of which -0- shares are issued and outstanding.

The designations, rights and preferences of the Series C Preferred Stock include:

o the stated value of each share is $10.00 per share,

o the shares are not redeemable,

o each share of Series C Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock determined by dividing the stated value per share of the Series C Preferred Stock by $0.25, which is the Series C Conversion Price.  The Series C Preferred Stock will automatically convert, subject to limitations based on trading volume, into shares of our common stock upon a public offering of our securities raising gross proceeds in excess of $25,000,000 at a per share price greater than 2.5 times the Series C Conversion Price per share, as adjusted for any stock split, stock dividend, recapitalization, or other similar transaction.  In addition, the Series C Preferred Stock will automatically convert into shares of our common stock at the Series C Conversion Price at such time as the closing bid price for our common stock has traded at two times the then prevailing Series C Conversion Price for a period of 20 consecutive trading days, provided that (i) a public trading market exists for our common stock on a national securities exchange, the NASDAQ Stock Market, or the over the counter market; and (ii) the Conversion Shares have been registered for resale and are not subject to any lock-up and the number of shares of the Series C Preferred Stock which can be converted in any 30-day period will be limited to the number of shares of common stock underlying the Series C  Preferred Stock equal to 10 times the average daily trading volume during the 20-day look-back period set forth above,

o the conversion price  has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share or market value of the common stock,

o the shares of Series C Preferred Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series C Preferred Stock,

F-31

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

o each share of Series C Preferred Stock will rank pari passu with our Series B  Preferred Stock and senior to our Series A  Preferred Stock,

o in the event of our liquidation or winding up, each share of Series C Preferred Stock  has a liquidation preference equal to $10.00 per share plus accrued and unpaid dividends, and

o the holders of the Series C Preferred Stock are entitled to vote, together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series C Preferred Stock.

There were cumulative arrearages of $1,472,093 and $1,472,093, or $4.37 and $4.37 per share, on the Series C Preferred Stock for undeclared dividends as of December 31, 2013 and December 31, 2012, respectively.

The Company has 337,150 shares of its Series C Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series C Preferred Stock were granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon the conversion of the Series C Preferred Stock and are entitled to vote two members to our Board of Directors.

Series D Preferred Stock

In November 2010, our Board of Directors designated 250,000 shares of our preferred stock as Series D Convertible Preferred Stock of which 250,000 shares are issued and outstanding.

The designations, rights and preferences of the Series D Preferred Stock include:

o the stated value of the Series D Preferred is $0.001 per share,

o the Series D Preferred has no rights to receive dividend distributions or to participate in any dividends declared by the Corporation to or for the benefit of the holders of its common stock,

o the shares of Series D Preferred are not convertible into or exchangeable for any other security of the Corporation,

o except as provided in Series D Preferred Designation, in the case of the death or disability of Series D Preferred holder, the Series D Preferred is not redeemable without the prior express written consent of the holders of the majority of the voting power of all then outstanding shares of such Series D Preferred. In the event any shares of Series D Preferred are redeemed pursuant, the shares redeemed will automatically be canceled and returned to the status of authorized but unissued shares of preferred stock,

o each share of Series D Preferred entitles the holder to Four Hundred (400) votes.  With respect to such vote, the holder is entitled to notice of any stockholders' meeting in accordance with the bylaws of the Company, and is entitled to vote, together as a single class with holders of common stock and any other series of preferred stock then outstanding, with respect to any question or matter upon which holders of common stock have the right to vote.  The Series D Preferred will also entitle the holders to vote the shares as a separate class as set forth herein and as required by law. In the event of any stock split, stock dividend or reclassification of the Corporation's common stock, the number of votes which attach to each share of Series D Preferred shall be adjusted in the same proportion as any adjustment to the number of outstanding shares of common stock. The shares of Series D Preferred present at a meeting of the Company’s shareholders shall vote in the same percentage as all voting shares voted for each director at the Company’s shareholder meeting in connection with the election or removal of directors to or from the Corporation’s Board of Directors,

o in the event of the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of the Series D Preferred then outstanding are entitled to receive before holders of shares of common stock receive any amounts, out of the remaining assets of the Corporation available for distribution to its stockholders, an amount equal to $0.001 per share,

o so long as any shares of Series D Preferred are outstanding, the Company cannot without first obtaining the written approval of the holders of at least a majority of the voting power of the then outstanding shares of such Series D Preferred Stock (i) alter or change the rights, preferences or privileges of the Series D Preferred, or (ii) increase or decrease the total number of authorized shares of Series D Preferred Stock,

o the holders of the Series D Preferred are not entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class,

o the Company has a thirty (30) day “right of first refusal” in which to match the terms and conditions set forth in any bona fide offer received by holders of the Series D Preferred Stock.  The Company must purchase all of those shares of Series D Preferred offered by the holder of the Series D Preferred Stock, and

F-32

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

o the holders of Series D Preferred cannot, directly or indirectly, transfer any shares of Series D Preferred.  Any such purported transfer shall be of no force or effect and shall not be recognized by the Company.

The following table presents preferred dividends accreted for the years ended December 31, 2013 and December 31, 2012, respectively, and the per share effect of the preferred dividends if their effect was not anti-dilutive.

	Dividends accreted year ended December 31,				Dividends per share year ended December 31,
	2013		2012		2013		2012
Preferred stock dividends in arrears Series A	$	206,261	$	229,517	$	0.050	$	0.056
Preferred stock dividends in arrears Series B	$	-0-	$	-0-	$	-0-	$	-0-
Preferred stock dividends in arrears Series C	$	-0-	$	-0-	$	-0-	$	-0-

Warrants Issued for Services and in Capital Transactions

The following tables summarize all warrants issued to consultants and warrants issued as part of convertible debt transactions for the year ended December 31, 2013 and December 31, 2012, and the related changes during these years.

December 31, 2013 warrants outstanding									December 31, 2013 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2013	Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2013		Weighted average exercise price
$	0.25	–	0.60	44,728,873		2.05	$	0.36		44,728,873	$	0.36

December 31, 2012 warrants outstanding										December 31, 2012 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2012		Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2012		Weighted average exercise price
$	0.25	–	0.60		43,412,873		2.32	$	0.36		43,412,873	$	0.36

Warrants
Balance at December 31, 2012		43,412,873
Issued		2,116,000
Exercised		-0-
Expired/forfeited		(800,000	)
Balance at December 31, 2013		44,728,873
Warrants exercisable at December 31, 2013		44,728,873
Weighted average fair value of warrants granted during 2013	$	0.19

Other Comprehensive (Loss)

Due to the availability of net operating losses and related deferred tax valuations, there is no tax effect associated with any component of other comprehensive (loss).  The following table lists the beginning balance, yearly activity and ending balance of the components of accumulated other comprehensive (loss).

	Foreign currency translation			Accumulated other comprehensive (loss)
Balance December 31, 2011	$	(53,714	)	$	(53,714	)
2012 Activity		(15,378	)		(15,378	)
Balance at December 31, 2012		(69,092	)		(69,092	)
2013 Activity		(18,512	)		(18,512	)
Balance at December 31, 2013	$	(87,604	)	$	(87,604	)

 NOTE 15:              EMPLOYEE EQUITY INCENTIVE PLANS

Stock Option Plan

Description of 2009 Equity Incentive Plan

In 2009, the Company’s Board of Directors and shareholders approved the 2009 Equity Incentive Plan of OmniComm Systems, Inc. (the “2009 Plan”).  The 2009 Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards and Performance Share Units.  Pursuant to the 2009 Plan, 7,500,000 shares of the Company’s common stock are authorized for issuance.

F-33

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The maximum term for any option grant under the 2009 Plan is ten years from the date of the grant; however, options granted under the 2009 Plan will generally expire five years from the date of grant for most employees, officers and directors of the Company.  Options granted to employees generally vest either upon grant or in two installments.  The first vesting, which is equal to 50% of the granted stock options, occurs upon completion of one full year of employment from the date of grant and the second vesting occurs on the second anniversary of the employee’s employment.  The vesting period typically begins on the date of hire for new employees and on the date of grant for existing employees.

As of December 31, 2013, there were 3,991,000 outstanding options and 1,225,000 restricted stock shares that have been granted under the 2009 Plan.  At December 31, 2013, there were 2,284,000 shares available for grant as options or other forms of share-based compensation under the 2009 Plan.

Description of 1998 Stock Incentive Plan

In 1998, the Company’s Board of Directors and shareholders approved the 1998 Stock Incentive Plan of OmniComm Systems, Inc. (the “1998 Plan”).  The 1998 Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards and Performance Share Units.  Pursuant to the 1998 Plan, 12,500,000 shares of the Company’s common stock were authorized for issuance.  The 1998 Plan expired as of December 31, 2008.  As of December 31, 2013, there were 1,754,000 outstanding options that have been granted under the 1998 Plan.

The following table summarizes the stock option activity for the Company’s equity incentive plans:

	Number of shares			Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2011		11,158,000		$	0.37		2.52	$	-0-
Granted		425,000			0.12
Exercised		(265,000	)		0.20
Forfeited/cancelled/expired		(865,500	)		0.43
Outstanding at December 31, 2012		10,452,500			0.36		1.68	$	149,598
Granted		350,000			0.17
Exercised		(100,000	)		0.18
Forfeited/cancelled/expired		(4,957,500	)		0.42
Outstanding at December 31, 2013		5,745,000		$	0.29		1.70	$	93,945
Vested and exercisable at December 31, 2013		4,924,166		$	0.32		1.42	$	67,737

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2013.

The total number of shares vested and the fair value of shares vested for the years ended December 31, 2013 and December 31, 2012, respectively, was:

	Number of options vested		Fair value of options vested
Fair value of options vesting during the year ended December 31, 2013		768,833	$	35,384
Fair value of options vesting during the year ended December 31, 2012		816,333	$	75,656

Cash received from stock option exercises for the years ended December 31, 2013 and December 31, 2012 was $-0- and $-0-, respectively. Due to the Company’s net loss position, no income tax benefit has been realized during the years ended December 31, 2013 and December 31, 2012.

F-34

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The following table summarizes information concerning options outstanding at December 31, 2013:

Awards breakdown by price range at December 31, 2013
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,251,000		2.16	$	0.15		2,530,166		1.86	$	0.16
0.21	to	0.29		750,000		1.64		0.25		650,000		1.20		0.25
0.30	to	0.49		110,000		0.98		0.38		110,000		0.98		0.38
0.50	to	0.70		1,634,000		0.87		0.59		1,634,000		0.87		0.59
0.00	to	0.70		5,745,000		1.70	$	0.29		4,924,166		1.42	$	0.32

The following table summarizes information concerning options outstanding at December 31, 2012:

Awards breakdown by price range at December 31, 2012
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,428,500		3.02	$	0.15		2,035,083		2.50	$	0.17
0.21	to	0.29		2,550,000		1.18		0.26		2,550,000		1.18		0.26
0.30	to	0.49		755,000		0.79		0.45		755,000		0.79		0.45
0.50	to	0.70		3,719,000		0.97		0.60		3,719,000		0.97		0.60
0.00	to	0.70		10,452,500		1.68	$	0.36		9,059,083		1.36	$	0.39

The weighted average fair value (per share) of options granted during the years ended December 31, 2013, and December 31, 2012 using the Black Scholes option-pricing model was $0.17 and $0.11, respectively.

Basis for Fair Value Estimate of Share-Based Payments

Based on analysis of its historical volatility, the Company expects that the future volatility of its share price is likely to be similar to the historical volatility the Company experienced since the Company’s commercialization activities were initiated during the second half of 2000. The Company used a volatility calculation utilizing the Company’s own historical volatility to estimate its future volatility for purposes of valuing the share-based payments granted during fiscal 2013 and 2012. Actual volatility, and future changes in estimated volatility, may differ substantially from the Company’s current estimates.

The Company utilizes the historical data available regarding employee and director exercise activity to calculate an expected life of the options. The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

The fair value of share-based payments was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.   

	Stock option assumptions for the year ended
Stock option assumptions	December 31, 2013		December 31, 2012
Risk-free interest rate		0.58%		0.36%
Expected dividend yield		0.0%		0.0%
Expected volatility		202.7%		192.3%
Expected life of options (in years)		5.0		5.0

F-35

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

The following table summarizes weighted average grant date fair value activity for the Company incentive stock plans:

	Weighted average grant date fair value
	2013		2012
Stock options granted during the year ended December 31,	$	0.17	$	0.11
Stock options vested during the year ended December 31,	$	0.11	$	0.09
Stock options forfeited during the year ended December 31,	$	0.29	$	0.32

A summary of the status of the Company’s non-vested shares underlying stock options as of December 31, 2013, and changes during the year ended December 31, 2013 is as follows:

	Shares underlying stock options		Weighted average grant date fair value
Nonvested shares at January 1, 2013		1,393,417	$	0.10
Nonvested shares at December 31, 2013		820,834	$	0.13

As of December 31, 2013, approximately $69,577 of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a weighted-average period of 0.90 years.

NOTE 16:              INCOME TAXES

A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate to the income before provision for income taxes is as follows:

	December 31, 2013			December 31, 2012
Federal statutory rate applied to loss before income taxes	$	(1,154,195	)	$	(2,923,533	)
Increase/(decrease) in income taxes results from:
Current tax expense		94,122			63,814
Non deductible expenses		296,783			2,509,532
Change in deferred assets		71,274			82,209
Change in valuation allowance		786,138			331,792
Income tax expense	$	94,122		$	63,814

The components of income tax expense (benefit) for the years ended:

	December 31, 2013			December 31, 2012
Current tax expense:	$	94,122		$	63,814
Deferred tax expense/(benefit):
Bad debt allowance		7,100			21,913
Operating loss carryforward		(864,512	)		(435,914	)
Patent litigation settlement		71,274			82,209
		(786,138	)		(331,792	)
Valuation allowance		786,138			331,792
Total tax expense	$	94,122		$	63,814

F-36

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

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:

	December 31, 2013			December 31, 2012
Amortization of intangibles	$	283,698		$	283,698
Bad debt allowance		23,615			30,715
Patent litigation liability accrual		315,408			386,682
Operating loss carryforwards		18,220,482			17,355,970
Gross deferred tax assets		18,843,203			18,057,065
Valuation allowance		(18,843,203	)		(18,057,065	)
Net deferred tax liability/(asset)	$	-0-		$	-0-

The Company has net operating loss carry forwards (NOL) for income tax purposes of approximately $50,666,197.  This loss is allowed to be offset against future income until the year 2033 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 substantial losses incurred through December 31, 2013.  The change in the valuation allowance for the year ended December 31, 2013 was an increase of $786,138. The Company's tax returns for the prior three years remain subject to examination by major tax jurisdictions.

NOTE 17:              SUBSEQUENT EVENTS

On January 1, 2014 the Company issued a promissory note payable in the amount of $980,000 and 3,920,000 common stock purchase warrants (“Warrants”) to our CEO and Director, Cornelis F. Wit, in exchange for accrued interest in the amount of $980,000. The note carries an interest rate of 12% per annum and matures on April 1, 2017. The Warrants are exercisable until April 1, 2017 at an exercise price of $0.25.

Subsequent to December 31, 2013 the Company drew an additional $500,000 on its line of credit.

In January 2014, we paid in full a prommissory note with a principal balance of $17,500 that carried an interest rate of 12%.

F-37

EX-10

Exhibit 10.73

EXTENSION OF MATURITY DATE OF CONVERTIBLE DEBENTURE

This Extension of Maturity Date of Convertible Debenture (“Extension”) is by and between the individual or entity named on an executed counterpart of the signature page hereto (such signatory is referred to as “Holder”) and OmniComm Systems, Inc., a Delaware corporation (“Maker”) and is entered into as of the day the Holder executes a copy of this Extension.

WHEREAS, Maker has delivered to Holder that certain 12% Convertible Debenture Series 08-04 of the Maker (“Convertible Debenture”) dated December 16, 2008 in the aggregate to the Holder in the principal of $160,000.

WHEREAS, the Maturity Date of the Convertible Debentures, as that term is defined in the Convertible Debenture, is December 16, 2013, and all principal due thereunder remains unpaid as of the date hereof.

WHEREAS, the parties have agreed to extend the Maturity Date.

WHEREAS, Holder has all requisite power, authority, and capacity to enter into this Extension and to extend the Maturity Date of the Convertible Debenture.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, Holder and the Maker hereby agree as follows:

1. Recitals. The foregoing recitals are true and correct.

2. Extension of Maturity Date. The Maturity Date is hereby extended to January 01, 2016.

3. No Other Changes. Except as specifically set forth herein, all other terms and conditions of the Convertible Debenture remain in full force and effect.

4. Warrants Extension. Maker hereby agrees to extend the expiration date on the Warrants issued in connection with the Convertible Debenture on December 16, 2008, which were previously scheduled to expire on December 16, 2013. The new expiration date is January 01, 2016.

IN WITNESS WHEREOF, this Extension of Maturity Date of Convertible Debenture is executed as of the day and date the Holder executes a copy of this Extension.

OmniComm Systems, Inc.
By:	/s/ Thomas E. Vickers
	Thomas E. Vickers
	Chief Financial Officer

[HOLDERS SIGNATURE PAGE FOLLOWS]

[EXTENSION OF MATURITY DATE OF CONVERTIBLE DEBENTURE SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned represents that it has caused this extension of Maturity Date of Convertible Debenture and Warrants to be duly executed on its behalf (if an entity, by one of its officers thereunto duly authorized) as of the date written below.

HOLDER:
Guus van Kesteren
Printed Name of Holder
By:	/s/ Guus van Kesteren
(Signature of Holder or Authorized Person)
	Guus van Kesteren
Printed Name and title if Authorized Person
	December 5, 2013
Date

EX-10

Exhibit 10.74

EXTENSION OF MATURITY DATE OF CONVERTIBLE DEBENTURE

This Extension of Maturity Date of Convertible Debenture (“Extension”) is by and between the individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as “Holder”) and OmniComm Systems, Inc., a Delaware corporation (“Maker”) and is entered into as of the day the last Holder executes a copy of this Extension.

WHEREAS, Maker has delivered to each Holder that certain 12% Convertible Debenture Series 08-04 of the Maker (“Convertible Debenture”) dated December 16, 2008 in the aggregate to all Holder in the principal of $200,000.

WHEREAS, the Maturity Date of the Convertible Debentures, as that term is defined in the Convertible Debenture, is of January 01, 2014, and all principal and interest due thereunder remain unpaid as of the date hereof.

WHEREAS, the parties have agreed to extend the Maturity Date.

WHEREAS, each holder has all requisite power, authority, and capacity to enter into this Extension and to extend the Maturity Date of the Convertible Debenture.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, each Holder and the Maker hereby agree as follows:

1. Recitals. The foregoing recitals are true and correct.

2. Extension of Maturity Date. The Maturity Date is hereby extended to January 01, 2016.

3. No Other Changes. Except as specifically set forth herein, all other terms and conditions of the Convertible Debenture remain in full force and effect.

4. Warrants Extension. Maker hereby agrees to extend the expiration date on the Warrants issued in connection with the Convertible Debenture on December 16, 2008, which were previously scheduled to expire on January 01, 2014. The new expiration date is January 01, 2016.

IN WITNESS WHEREOF, this Extension of Maturity Date of Convertible Debenture is executed as of the day and date the last Holder executes a copy of this Extension.

OmniComm Systems, Inc.
By:	/s/ Thomas E. Vickers
	Thomas E. Vickers
	Chief Financial Officer

[HOLDERS SIGNATURE PAGE FOLLOWS]

[EXTENSION OF MATURITY DATE OF CONVERTIBLE DEBENTURE SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned represents that it has caused this extension of Maturity Date of Convertible Debenture and Warrants to be duly executed on its behalf (if an entity, by one of its officers thereunto duly authorized) as of the date written below.

HOLDER:
Fernando Montero Incentive Savings Trust
Printed Name of Holder
By:	/s/ Fernando Montero
(Signature of Holder or Authorized Person)
	Fernando Montero, Trustee
Printed Name and Title if Authorized Person
	12/9/2013
Date

EX-10

Exhibit 10.75

PROMISSORY NOTE

$980,000.00

Broward County, Florida

January 01, 2014

FOR VALUE RECEIVED, the undersigned, (hereinafter referred to as the ("Maker") promises to pay to the order of Cornelis F. Wit, his successors or assigns, (hereinafter referred to as "Payee"), the principal sum of NINE HUNDRED AND EIGHTY THOUSAND AND 00/100 DOLLARS ($980,000.00), together with interest on the principal balance from time to time outstanding, at the rate of twelve percent (12.00%) per annum; principal and interest shall be payable as follows: interest shall be payable monthly and the balance of the principal sum, together with any accrued and unpaid accrued interest, shall be paid no later than April 01, 2017.

The Promissory Note hereby includes accrued interest balances as listed in Exhibit A, which is attached hereto:

In the event that the Maker defaults in the payment of any payment of the principal sum or interest owing hereunder when and as the same shall become due and payable and such default shall continue for a period of 15 days, then this Promissory Note shall be in default and the entire principal sum and all accrued interest shall become due and payable at once without notice and demand at the option of the Payee. While in default, amounts outstanding under this Promissory Note shall bear interest at the rate of twelve percent (12%) per annum.

This Promissory Note may be prepaid in whole or in part at any time without penalty or premium. All payments made shall first be applied to accrued and unpaid interest and then to principal. Any prepayment shall require payment of all accrued interest thereon.

In the event of an action to enforce this Promissory Note is commenced in a court of competent jurisdiction or in the event recourse to any court shall be deemed necessary by Payee or Payee deems it necessary to employ legal counsel in order to collect or enforce the terms and provisions hereof for any reason, including but not limited to the filing of a proof(s) of claim or any other proceedings under the Acts of Congress relating to Bankruptcy Proceedings or in any other type of receivership or insolvency proceedings, Payee shall be entitled to reasonable attorney’s fees (through and including any appellate proceedings) and all costs and expenses incurred by Payee in collecting or enforcing payment hereof.

The Maker and any endorsers, sureties, guarantors, and all others who are, or may become liable for the payment hereof, (a) severally waive presentment for payment, demand, notice of protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Promissory Note, (b) expressly consent to all extensions of time, renewals, postponements of time of payment of this Promissory Note or other modifications hereof from time to time prior to or after the day they became due without notice, consent or consideration to any of the foregoing, (c) expressly agree to the addition or release of any party or person primarily or secondarily liable hereon, (d) expressly agree that the Payee shall not be required first to institute any suit, or to exhaust its remedies against the undersigned or any other person or party to become liable hereunder in order to enforce the payment of this Promissory Note, and (e) expressly agree that, notwithstanding the occurrence of any of the foregoing (except the express written release by the Payee of any such person), the Maker shall be and remain, directly and primarily liable for all sums due under this Promissory Note.

Notwithstanding any other provisions of this Promissory Note or any other instrument executed in connection with the loan evidenced here by, it is expressly agreed that the amounts payable under this Promissory Note or under the other aforesaid instruments for the payment of interest or any other payment in the nature of or which would be considered as interest or other charge for the use or loan of money shall not exceed the highest rate allowed by the laws of the State of Florida, from time to time, and in the event the provisions of this Promissory Note or of such other instrument referred to above in this paragraph with respect to the payment of interest or other payments in the nature of or which would be considered as interest or other charge for the use or loan of money shall result in exceeding such limitation, then the excess over such limitation shall not be payable and the amount otherwise agreed to have been paid shall be reduced by the excess so that such limitation will not be exceeded. If any payment is actually made which shall result in such limitation being exceeded, the amount of the excess shall constitute and be treated as a payment on the principal hereof and shall operate to reduce such principal by the amount of such excess, or if in excess of the principal indebtedness, such excess shall be refunded.

This Promissory Note shall be construed in accordance with the laws of the State of Florida.

MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREUNDER, OR ARISING OUT OF, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER THE MAKER OR LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE TO EXTEND THE CREDIT EVIDENCED BY THIS NOTE.

MAKER:

OMNICOMM SYSTEMS, INC.

/s/ Thomas E. Vickers

Thomas E. Vickers

Chief Financial Officer

ACCEPTED BY:

/s/ Cornelis F. Wit

Cornelis F. Wit

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 14-1-1

OmniComm Systems, Inc.

COMMON STOCK PURCHASE WARRANT

CLASS 2014

1.     Issuance. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by OmniComm Systems, Inc., a Delaware corporation (the “Company”), Cornelis F. Wit or registered assigns (the “Holder”) is hereby granted the right to purchase at any time, on or after the Issue Date (as defined below) until 5:00 P.M., New York City time, on the Expiration Date (as defined below), THREE MILLION NINE HUNDRED AND TWENTY THOUSAND (3,920,000) fully paid and non-assessable shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of $0.25 per share, subject to further adjustment as set forth herein. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on January 01, 2014 (the “Issue Date”).

2.     Exercise of Warrants.

2.1     General.

(a) This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission) a completed and duly executed Notice of Exercise included herein. The date such Notice of Exercise is faxed to the Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the Holder of this Warrant tenders this Warrant Certificate to the Company within five (5) Trading Days thereafter. The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate (i) the number of shares then being purchased pursuant to such exercise and (ii) whether the exercise is a cashless exercise.

(b) If the Notice of Exercise form elects a “cashless” exercise, the Holder shall thereby be entitled to receive a number of shares of Common Stock equal to (w) the excess of the Current Market Value (as defined below) over the total cash exercise price of the portion of the Warrant then being exercised, divided by (x) the Market Price of the Common Stock. For the purposes of this Warrant, the terms (y) “Current Market Value” shall mean an amount equal to the Market Price of the Common Stock, multiplied by the number of shares of Common Stock specified in the applicable Notice of Exercise, and (z) “Market Price of the Common Stock” shall mean the average Closing Price of the Common Stock for the three (3) Trading Days ending on the Trading Day immediately prior to the Exercise Date.

(c) If the Holder provides on the Notice of Exercise form that the Holder has elected a “cash” exercise (or if the cashless exercise referred to in the immediately preceding paragraph (b) is not available in accordance with its terms), the Exercise Price per share of Common Stock for the shares then being exercised shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by the Company at the request of the Holder.

(d) Upon the appropriate payment, if any, of the Exercise Price for the shares of Common Stock purchased, together with the surrender of this Warrant Certificate (if required), the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The Company shall deliver such certificates representing the Warrant Shares in accordance with the instructions of the Holder as provided in the Notice of Exercise (the certificates delivered in such manner, the “Warrant Share Certificates”) within three (3) Trading Days (such third Trading Day, a “Delivery Date”) of (i) with respect to a “cashless exercise,” the Exercise Date or the Automatic Exercise Date, as the case may be, or, (ii) with respect to a “cash” exercise, the later of the Exercise Date or the date the payment of the Exercise Price for the relevant Warrant Shares is received by the Company.

(e) The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.

2.2     Automatic Exercise. If any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of the Common Stock as of the Expiration Date is greater than the applicable Exercise Price as of the Expiration Date, then, without further action by the Holder, this Warrant shall be deemed to have been exercised automatically on the date (the “Automatic Exercise Date”) which is the day immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a Business Day, the immediately preceding Business Day) as if the Holder had duly given a Notice of Exercise for a “cashless” exercise as contemplated by Section 2.1(b) hereof, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 2.2 without any action by the Holder.

2.3     Certain Definitions. As used herein, the term “Expiration Date” means 01-Apr-2017.

3.     Reservation of Shares. The Company hereby agrees that, at all times during the term of this Warrant, there shall be reserved for issuance upon exercise of this Warrant, one hundred percent (100%) of the number of shares of its Common Stock as shall be required for issuance of the Warrant Shares for the then unexercised portion of this Warrant. For the purposes of such calculations, the Company should assume that the outstanding portion of these Warrants was exercisable in full at any time, without regard to any restrictions which might limit the Holder’s right to exercise all or any portion of this Warrant held by the Holder.

4.     Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

5.     Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.     Protection Against Dilution and Other Adjustments.

6.1     Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to this Section 6, the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) (v) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant following such adjustment, multiplied by (w) the adjusted Exercise Price per share, to equal the result of (ii) (x) the total number of shares of Common Stock Holder is entitled to purchase before adjustment, multiplied by (y) the total Exercise Price before adjustment.

6.2     Capital Adjustments. In case of any stock split or reverse stock split, stock dividend, reclassification of the Common Stock, recapitalization, merger or consolidation (where the Company is not the surviving entity), the provisions of this Section 6 shall be applied as if such capital adjustment event had occurred immediately prior to the date of this Warrant and the original Exercise Price had been fairly allocated to the stock resulting from such capital adjustment; and in other respects the provisions of this Section shall be applied in a fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights. The Company will not effect any consolidation or merger, unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock of the Company are entitled to receive as a result of such consolidation or merger assumes by written instrument the obligations under this Warrant (including under this Section 6) and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

6.3     Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

7.     Transfer to Comply with the Securities Act. This Warrant has not been registered under the Securities Act of 1933, as amended, (the “1933 Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the 1933 Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the 1933 Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

8.     Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

9.     Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Florida for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the County of Broward or the state courts of the State of Florida sitting in the County of Broward in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under any of the Transaction Agreements.

10.     JURY TRIAL WAIVER. The Company and the Holder hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out or in connection with this Warrant.

11.     Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

12.     Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

13.     Severability. If any of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.

14.     Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

15.     Descriptive Headings. Descriptive headings of the Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: January 01, 2014

OmniComm Systems, Inc.
By:	/s/ Thomas E. Vickers
	Thomas E. Vickers
	(Printed Name)
	Chief Financial Officer
	(Title)

NOTICE OF EXERCISE OF WARRANT

TO:     OmniComm Systems, Inc               VIA FAX: (954) 473-1256

2101 W. Commercial Blvd., Suite 3500

Ft. Lauderdale, FL 33309

Attn: CFO

The undersigned hereby irrevocably elects to exercise the right, represented by the Common Stock Purchase Warrant Class 2014, No. 14-1-1 dated as of January 01, 2014, to purchase ___________ shares of the Common Stock, $0.001 par value (“Common Stock”), of OmniComm Systems, Inc. and tenders herewith payment in accordance with Section 2 of said Common Stock Purchase Warrant, as follows:

●               CASH:     $                                                    = (Exercise Price x Exercise Shares)

Payment is being made by:

☐      enclosed check

☐wire transfer

☐other                                        

●           CASHLESS EXERCISE:

Net number of Warrant Shares to be issued to Holder :     _________*

* based on:      Current Market Value - (Exercise Price x Exercise Shares)     

Market Price of Common Stock

where:

Market Price of Common Stock [“MP”]          =     $_______________

Current Market Value [MP x Exercise Shares]     =     $_______________

As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the telecopier number and officer indicated above.

If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise.

The certificates representing the Warrant Shares should be transmitted by the Company to the Holder

☐     via express courier, or

☐     by electronic transfer

after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:

_____________________________________

_____________________________________

_____________________________________

Dated: ______________________

________________________________

Cornelis F. Wit

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

OmniCommerce Systems, Inc.	(Inactive)
OmniComm Europe GmbH.	(Active)
OmniComm USA, Inc.	(Active)
OmniComm Ltd.	(Active)
OmniComm Spain S.L.	(Active)
Promasys B.V	(Active)

EX-31

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

I, CORNELIS F. WIT, certify that:

1.     I have reviewed this report on Form 10-K for the year ended December 31, 2013 of OmniComm Systems, Inc.;

2.     Based on my knowledge, this 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 under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this 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 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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 report based on such evaluation;

(d) Disclosed in this 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, and

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 information; 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 F. Wit

Cornelis F. Wit

Chief Executive Officer (principal executive officer)

March 31, 2014

[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

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

I, THOMAS E. VICKERS, certify that:

1.     I have reviewed this report on Form 10-K for the year ended December 31, 2013 of OmniComm Systems, Inc.;

2.     Based on my knowledge, this 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 under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this 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 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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 report based on such evaluation;

(d) Disclosed in this 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, and

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 information; 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/ Thomas E. Vickers

Thomas E. Vickers

Chief Financial Officer (principal financial and accounting officer)

March 31, 2014

[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

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-K of OmniComm Systems, Inc. (the “Company”) for the year ended December 31, 2013, 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, and Thomas E. Vickers, 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/ Cornelis F. Wit

Cornelis F. Wit

President, Chief Executive Office (principal executive officer)

March 31, 2014

/s/ Thomas E. Vickers

Thomas E. Vickers

Senior Vice President and Chief Financial Officer (principal financial and accounting officer)

March 31, 2014

XML

Note 1 - Organization and Nature of Operations (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Disclosure Text Block [Abstract]
Research and Development Expense	$ 2,403,504	$ 2,337,904

XML

Note 8 - Promasys B.V. Acquisition (Details)				0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2013 Promasys B.V. [Member] Dr. Adam F. Cohen [Member]	Nov. 11, 2013 Promasys B.V. [Member]	Nov. 11, 2013 Shareholder 1 [Member] Promasys B.V. [Member] USD ($)	Nov. 11, 2013 Shareholder 1 [Member] Promasys B.V. [Member] EUR (€)	Oct. 31, 2013 Dr. Adam F. Cohen [Member] Promasys B.V. [Member]	Nov. 11, 2013 Promasys B.V. [Member]
Note 8 - Promasys B.V. Acquisition (Details) [Line Items]
Sale of Stock, Percentage of Ownership after Transaction				100.00%
Payments to Acquire Businesses, Gross					$ 593,000	€ 435,998
Common Stock, Shares, Issued	90,104,659	86,598,659					790,000	2,270,000
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			10.00%

XML

Note 5 - Property and Equipment, Net (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Depreciation	$ 230,323	$ 377,680

XML

Note 12 - Commitments and Contingencies (Details) - Future Minimum Lease Payments (USD $)	Dec. 31, 2013
Future Minimum Lease Payments [Abstract]
2014	$ 537,630
2015	502,131
2016	279,174
2017	53,699
2018	5,849
Total	$ 1,378,483

XML

Note 8 - Promasys B.V. Acquisition (Details) - Net Assets Acquired in Acquisition (USD $)	Dec. 31, 2013	Dec. 31, 2012
Net Assets Acquired in Acquisition [Abstract]
Cash	$ 215,571
Receivables	216,287
Property and equipment	2,178
Identifiable intangibles	276,356
Goodwill	675,710	0
Total assets acquired	1,382,081
Accounts payable	(170,339)
Deferred revenue	(229,353)
Net asssets acquired	$ 982,389

XML

Note 14 - Stockholders' (Deficit) (Details) - Accumulated Other Comprehensive Gain (Loss) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Gain (Loss) [Abstract]
Foreign Currency Translation	$ (87,604)	$ (69,092)	$ (53,714)
Accumulated other comprehensive income (loss)	(87,604)	(69,092)	(53,714)
Foreign Currency Translation	(18,512)	(15,378)
Accumulated other comprehensive income (loss)	$ (18,512)	$ (15,378)

XML

Note 4 - Earnings (Loss) Per Share (Details) - Reconciliation Of Anti-Dilutive Securities	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	79,546,913	82,069,096
Shares Of Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	2,750,149	2,750,149
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	5,745,000	10,452,500
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	44,728,873	43,212,873
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	24,620,000	24,620,000
Shares Issuable For Accrued Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-Dilutive Security	1,702,891	1,033,574

XML

Note 10 - Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2013

Note 10 - Convertible Notes Payable (Tables) [Line Items]

Schedule of Maturities of Long-term Debt [Table Text Block]

2014	$	75,000
2015		250,000
2016		9,340,000
Total	$	9,665,000

Convertible Debt [Member]

Note 10 - Convertible Notes Payable (Tables) [Line Items]

Schedule of Long-term Debt Instruments [Table Text Block]

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2013		Allocated discount		discount amortized		December 31, 2013		December 31, 2013		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		160,000		160,000		44,024		44,024		-0-		160,000		-0-		-0-		160,000		-0-
12/16/2008	1/1/2016		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	-	$	75,000	$	9,125,000	$	465,000

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2012		Allocated discount		discount amortized		December 31, 2012		December 31, 2012		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	12/16/2013		12%		160,000		160,000		44,024		44,024		-0-		160,000		160,000		-0-		-0-		-0-
12/16/2008	1/1/2014		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	160,000	$	75,000	$	8,965,000	$	465,000

XML

Note 15 - Employee Equity Incentive Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Proceeds from Stock Options Exercised (in Dollars)	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)	$ 0.17	$ 0.11
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars)	$ 69,577
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	328 days
Restricted Stock [Member]
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	1,225,000
Equity Incentive Plan 2009 [Member]
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	7,500,000
Vesting Percentage Year 1	50.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,991,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,284,000
Stock Incentive Plan 1998 [Member]
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	12,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,754,000
Equity Incentive Plan 2009 [Member]
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Stock Option Expiration Term	5 years
Equity Incentive Plan 2009 [Member] | Maximum [Member]
Note 15 - Employee Equity Incentive Plans (Details) [Line Items]
Stock Option Grant Term	10 years

XML

Note 14 - Stockholders' (Deficit) (Details) (USD $)	1 Months Ended	12 Months Ended												12 Months Ended					12 Months Ended	1 Months Ended
	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Restricted Stock [Member]	Dec. 31, 2013 Common Stock [Member]	Dec. 31, 2012 Common Stock [Member]	Dec. 31, 2013 Series A Preferred Stock [Member]	Dec. 31, 2012 Series A Preferred Stock [Member]	Dec. 31, 1999 Series A Preferred Stock [Member]	Dec. 31, 2013 Series B Preferred Stock [Member]	Dec. 31, 2012 Series B Preferred Stock [Member]	Feb. 07, 2002 Series B Preferred Stock [Member]	Aug. 31, 2001 Series B Preferred Stock [Member]	Dec. 31, 2013 Series C Preferred Stock [Member]	Dec. 31, 2012 Series C Preferred Stock [Member]	Dec. 31, 2013 Series D Preferred Stock [Member]	Dec. 31, 2012 Series D Preferred Stock [Member]	Dec. 31, 2013 Convertible Series B Preferred Stock [Member]	Dec. 31, 2013 Senior Management and Board of Director [Member]	Nov. 30, 2013 Promasys B.V. [Member]	Nov. 11, 2013 Promasys B.V. [Member]
Note 14 - Stockholders' (Deficit) (Details) [Line Items]
Common Stock, Shares Authorized		250,000,000	250,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)		$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		10,000,000	10,000,000				5,000,000	5,000,000	5,000,000	230,000	230,000	230,000	200,000	747,500	747,500	250,000	250,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)		$ 0.001	$ 0.001				$ 0.001	$ 0.001		$ 0.001	$ 0.001			$ 0.001	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Dividend Rate, Percentage							5.00%		5.00%	8.00%				8.00%
Common Stock, Shares, Issued		90,104,659	86,598,659																		2,270,000
Common Stock, Shares, Outstanding		90,104,659	86,598,659
Class of Warrant or Right, Outstanding		44,728,873	43,412,873
Preferred Stock, Shares Issued							4,125,224	4,125,224		0	0			0	0	250,000	250,000
Preferred Stock, Shares Outstanding							4,125,224	4,125,224		0	0			0	0	250,000	250,000
Convertible Debt (in Dollars)		$ 9,665,000
Debt Instrument, Convertible, Number of Equity Instruments		24,620,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross																			1,225,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years
Allocated Share-based Compensation Expense (in Dollars)				53,125
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	11,000				11,000	75,000
Stock Issued During Period, Shares, Acquisitions					2,270,000															2,270,000
Convertible Preferred Stock, Conversion Price (in Dollars per share)							$ 1.50
Convertible Preferred Stock, Conversion Term							1 year
Convertible Preferred Stock, Stock Price Trigger (in Dollars per share)							$ 3.00			$ 0.50
Convertible Preferred Stock, Threshold Consecutive Trading Days							20 days			20 years				20 years
Share Price (in Dollars per share)					$ 0.25		$ 1.00			$ 10.00				$ 0.25				$ 0.75
Preferred Stock, Liquidation Preference Per Share (in Dollars per share)							$ 1.00			$ 10.00				$ 10.00		$ 0.001
Preferred Stock, Voting Rights							one			one				one		(400)
Preferred Stock, Amount of Preferred Dividends in Arrears (in Dollars)		4,462,419	4,256,158				2,380,439	2,174,178		609,887	609,887			1,472,093	1,472,093
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears (in Dollars per share)							$ 0.58	$ 0.53		$ 3.05	$ 3.05			$ 4.37	$ 4.37
Conversion of Stock, Shares Converted							235,000			200,000				337,150
Convertible Preferred Stock, Public Offering Proceeds Threshold (in Dollars)										$ 25,000,000				$ 25,000,000
Preferred Stock Stated Value Per Share (in Dollars per share)														$ 10.00
Convertible Preferred Stock, Offering Price Threshold Ratio														2.5
Convertible Preferred Stock, Threshold Ratio of Stock Price Trigger														2

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Note 16 - Income Taxes (Details) - Deferred Taxes Assets and Liabilities (USD $)	Dec. 31, 2013	Dec. 31, 2012
Deferred Taxes Assets and Liabilities [Abstract]
Amortization of intangibles	$ 283,698	$ 283,698
Bad debt allowance	23,615	30,715
Patent litigation liability accrual	315,408	386,682
Operating loss carryforwards	18,220,482	17,355,970
Gross deferred tax assets	18,843,203	18,057,065
Valuation allowance	(18,843,203)	(18,057,065)
Net deferred tax liability/(asset)	$ 0	$ 0

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Note 9 - Line of Credit and Notes Payable (Details) (USD $)					0 Months Ended
	Dec. 31, 2013	Dec. 18, 2013	Mar. 18, 2013	Dec. 31, 2012	Jan. 02, 2013 Promissory Note 1 [Member]	Jan. 02, 2013 Promissory Note 2 [Member]	Jan. 02, 2013 Promissory Note 3 [Member]	Feb. 02, 2013 Promissory Note 4 [Member]	Mar. 05, 2013 Promissory Note 5 [Member]	Apr. 02, 2013 Promissory Note 6 [Member]
Note 9 - Line of Credit and Notes Payable (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 4,000,000	$ 2,000,000
Debt Instrument, Interest Rate, Stated Percentage			2.00%		12.00%	10.00%	12.00%	12.00%	12.00%	12.00%
Line of Credit Facility, Amount Outstanding	3,500,000
Line of Credit Facility, Interest Rate at Period End	2.25%
Unsecured Debt	5,667,865			5,138,866
Debt Instrument, Face Amount					529,000	431,987	45,000	20,000	137,500	2,866,879
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)					2,116,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share)					0.25
Derivative Liability					400,141
Notes Payable	$ 5,667,865			$ 5,138,866	$ 128,858
Debt Instrument, Convertible, Remaining Discount Amortization Period					36 months

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Note 14 - Stockholders' (Deficit) (Details) - Warrants (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding	44,728,873	43,412,873
Number of Warrants Exercisable	44,728,873
Exercise Price Range $0.25 to $0.60 [Member]
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding	44,728,873	43,412,873
Weighted Average Remaining Contractual Life	2 years 18 days	2 years 116 days
Weighted Average Exercise Price	$ 0.36	$ 0.36
Number of Warrants Exercisable	44,728,873	43,412,873
Weighted Average Exercise Price	$ 0.36	$ 0.36
Exercise Price Range $0.25 to $0.60 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	0.25	0.25
Exercise Price Range $0.25 to $0.60 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	0.60	0.60

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Note 16 - Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 50,666,197
Valuation Allowance, Deferred Tax Asset, Change in Amount	$ 786,138

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Note 15 - Employee Equity Incentive Plans (Details) - Vested Shares (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Vested Shares [Abstract]
Number of options vested	768,833	816,333
Fair value of options vested	$ 35,384	$ 75,656

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Note 16 - Income Taxes (Details) - Reconciliation of Income Tax Expense (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Reconciliation of Income Tax Expense [Abstract]
Federal statutory rate applied to loss before income taxes	$ (1,154,195)	$ (2,923,533)
Current tax expense	94,122	63,814
Non deductible expenses	296,783	2,509,532
Change in deferred assets	71,274	82,209
Change in valuation allowance	786,138	331,792
Income tax expense	$ 94,122	$ 63,814

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Note 14 - Stockholders' (Deficit) (Details) - Warrants Activity (USD $)	12 Months Ended
	Dec. 31, 2013
Warrants Activity [Abstract]
Balance at December 31, 2012	43,412,873
Issued (in Dollars)	$ 2,116,000
Exercised	0
Expired/forfeited	(800,000)
Balance at December 31, 2013	44,728,873
Warrants exercisable at December 31, 2013	44,728,873
Weighted average fair value of warrants granted during 2013 (in Dollars)	$ 0.19

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Note 12 - Commitments and Contingencies (Details) - Minimum Royalty Payments Per Year (USD $)	Dec. 31, 2013
Minimum Royalty Payments Per Year [Abstract]
2014	$ 450,000
2015	450,000
2016	450,000
2017	450,000
Total	$ 1,800,000

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The Company’s accounts include those of all its wholly-owned subsidiaries, which are more fully described in the Company’s Annual Report filed on Form 10-K with the Securities and Exchange Commission, 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.

Use of Estimates, Policy [Policy Text Block]

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.  Significant estimates incorporated in our financial statements include the recorded allowance for doubtful accounts, the estimate of the appropriate amortization period of our intangible assets, the evaluation of whether our intangible assets have suffered any impairment, the allocation of revenues under multiple-element customer contracts, royalty-based patent liabilities, the value of derivatives associated with debt issued by the Company and the valuation of any corresponding discount to the issuance of our debt.  Actual results may differ from those estimates.

Reclassification, Policy [Policy Text Block]

RECLASSIFICATIONS

Certain reclassifications have been made in the 2012 financial statements to conform to the 2013 presentation.  These reclassifications did not have any effect on our net loss or shareholders’ deficit.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company’s foreign subsidiaries are translated in accordance with ASC 830-30, Foreign Currency Matters—Translation of Financial Statements. The reporting currency for the Company is the U.S. dollar. The functional currency of the Company’s subsidiaries, OmniComm Europe GmbH in Germany, OmniComm Spain S.L. in Spain and Promasys B.V. in the Netherlands is the Euro. The functional currency of the Company's subsidiary, OmniComm Ltd. in the United Kingdom is the British Pound Sterling. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect at each balance sheet date. Revenue and expense accounts of the Company’s foreign subsidiaries are translated using an average rate of exchange during the period. Foreign currency translation adjustments are accumulated as a component of other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses arising from transactions denominated in foreign currencies are primarily related to intercompany accounts that have been determined to be temporary in nature and accordingly, are recorded directly to the statement of operations.  We record translation gains and losses in accumulated other comprehensive income as a component of stockholders’ equity. We recorded a translation loss of $18,512 for the year ended December 31, 2013 and a translation loss of $15,378 for the year ended December 31, 2012.

Revenue Recognition, Policy [Policy Text Block]

REVENUE RECOGNITION POLICY

The Company derives revenues from software licenses and services of its EDC products and services which can be purchased on a stand-alone basis. License revenues are derived principally from the sale of term licenses for the following software products offered by the Company: TrialMaster, TrialOne, Promasys and eClinical Suite (the “EDC Software”). Service revenues are derived principally from the Company's delivery of the hosted solutions of its TrialMaster and eClinical Suite software products, and consulting services and customer support, including training, for all of the Company's products.

The Company recognizes revenues when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the collection of fees is probable; and (4) the amount of fees to be paid by the customer is fixed or determinable.

The Company operates in one reportable segment which is the delivery of EDC Software and services to clinical trial sponsors.  The Company segregates its revenues based on the activity cycle used to generate its revenues.  Accordingly, revenues are currently generated through four main activities. These activities include hosted applications, licensing, professional services and maintenance-related services.

Hosted Application Revenues

The Company offers its TrialMaster and eClinical Suite software products as hosted application solutions delivered through a standard Web-browser, with customer support and training services. To date, hosted applications revenues have been primarily related to TrialMaster.

Revenues resulting from TrialMaster and eClinical Suite application hosting services consist of three components of services for each clinical trial: the first component is comprised of application set up, including design of electronic case report forms and edit checks, installation and server configuration of the system.  The second component involves application hosting and related support services as well as billable change orders which consist of amounts billed to customers for functionality changes made. The third stage involves services required to close out, or lock, the database for the clinical trial.

Fees charged and costs incurred for the trial system design, set up and implementation are amortized and recognized ratably over the estimated hosting period.  Work performed outside the original scope of work is contracted for separately as an additional fee and is generally recognized ratably over the remaining term of the hosting period. Fees for the first and third stages of the service are billed based upon milestones.  Revenues earned upon completion of a contractual milestone are deferred and recognized over the estimated remaining hosting period.   Fees for application hosting and related services in the second stage are generally billed quarterly in advance.  Revenues resulting from hosting services for the eClinical Suite products consist of installation and server configuration, application hosting and related support services. Services for this offering are generally charged as a fixed fee payable on a quarterly or annual basis. Revenues are recognized ratably over the period of the service.

Licensing Revenues

The Company's software license revenues are earned from the sale of off-the-shelf software.  From time-to-time a client might require significant modification or customization subsequent to delivery to the customer.  The Company generally enters into software term licenses for its EDC Software products with its customers for 3 to 5 year periods, although customers have entered into both longer and shorter term license agreements.  These arrangements typically include multiple elements: software license, consulting services and customer support. The Company bills its customers in accordance with the terms of the underlying contract. Generally, the Company bills license fees in advance for each billing cycle of the license term which typically is either on a quarterly or annual basis. Payment terms are generally net 30 days.

In the past the Company has sold perpetual licenses for EDC Software products in certain situations to existing customers with the option to purchase customer support, and may in the future do so for new customers based on customer requirements or market conditions. The Company has established vendor specific objective evidence of fair value for the customer support. Accordingly, license revenues are recognized upon delivery of the software and when all other revenue recognition criteria are met. Customer support revenues are recognized ratably over the term of the underlying support arrangement.  The Company generates customer support and maintenance revenues from its perpetual license customer base.

Professional Services

The Company may also enter into arrangements to provide consulting services separate from a license arrangement. In these situations, revenue is recognized on a time-and-materials basis. Professional services can be deemed to be as essential to the functionality of the software at inception and typically are for initial trial configuration, implementation planning, loading of software, building simple interfaces and running test data and documentation of procedures.  Subsequent additions or extensions to license terms do not generally include additional professional services.

Maintenance Revenues

Maintenance includes telephone-based help desk support and software maintenance. The Company generally bundles customer support with the software license for the entire term of the arrangement. As a result, the Company generally recognizes revenues for both maintenance and software licenses ratably over the term of the software license and support arrangement. The Company allocates the revenues recognized for these arrangements to the different elements based on management's estimate of the relative fair value of each element.  The Company generally invoices each of the elements based on separately quoted amounts and thus has a fairly accurate estimate of the relative fair values of each of the invoiced revenue elements.

The fees associated with each business activity for the years ended December 31, 2013 and December 31, 2012, respectively are:

	For the year ended
Revenue activity	December 31, 2013		December 31, 2012
Set-up fees	$	3,369,670	$	4,990,378
Change orders		475,680		249,673
Maintenance		4,584,594		5,270,913
Software licenses		2,911,509		3,364,324
Professional services		2,207,181		996,081
Hosting		783,206		680,894
Total	$	14,331,840	$	15,552,263

Cost of Sales, Policy [Policy Text Block]

COST OF REVENUES

Cost of revenues primarily consists of costs related to hosting, maintaining and supporting the Company’s application suite and delivering professional services and support. These costs include salaries, benefits, bonuses and stock-based compensation for the Company’s professional services staff. Cost of revenues also includes outside service provider cost.  Cost of revenues is expensed as incurred.

Cash and Cash Equivalents, Policy [Policy Text Block]

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.

Receivables, Policy [Policy Text Block]

ACCOUNTS RECEIVABLE

Accounts receivable are judged as to collectability by management and an allowance for bad debts is established as necessary. The allowance is based on an evaluation of the collectability of accounts receivable and prior bad debt experience.  The Company had recorded an allowance for uncollectible accounts receivable of $65,341 and $84,210 as of December 31, 2013 and December 31, 2012, respectively.

The following table summarizes activity in the Company's allowance for doubtful accounts for the years presented.

	December 31, 2013			December 31, 2012
Beginning of period	$	84,210		$	142,444
Bad debt expense		11,131			(58,234	)
Write-offs		(30,000	)		-0-
End of period	$	65,341		$	84,210

Concentration Risk, Credit Risk, Policy [Policy Text Block]

CONCENTRATION OF CREDIT RISK

Cash and cash equivalents and restricted cash are deposited with major financial institutions and, at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of December 31, 2013, $793,016 was deposited in excess of FDIC-insured limits.  Management believes the risk in these situations to be minimal.

Except as follows, the Company has no significant off balance sheet risk or credit risk concentrations. Financial instruments that subject the Company to potential credit risks are principally cash equivalents and accounts receivable. Concentrated credit risk with respect to accounts receivable is limited to creditworthy customers. The Company's customers are principally located in the United States and Europe.   The Company is directly affected by the overall financial condition of the pharmaceutical, biotechnology and medical device industries and management believes that credit risk exists and that any credit risk the Company faces has been adequately reserved for as of December 31, 2013.  The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance. The Company's losses related to collection of accounts receivable have consistently been within management's expectations.  As of December 31, 2013, the Company believes no additional credit risk exists beyond the amounts provided for in our allowance for uncollectible accounts.  The Company evaluates its allowance for uncollectable accounts on a monthly basis based on a specific review of receivable aging and the period that any receivables are beyond the standard payment terms. The Company does not require collateral from its customers in order to mitigate credit risk.

One customer accounted for 11% during the year ended December 31, 2013 or approximately $1,551,100, respectively. One customer accounted for 19% and another accounted for 16% of our revenues during the year ended December 31, 2012 or approximately $2,909,300 and $2,503,100, respectively.  The following table summarizes the number of customers who individually comprise greater than 10% of total revenue and/or total accounts receivable and their aggregate percentage of the Company's total revenue and gross accounts receivable for the years presented.

	Revenues				Accounts Receivable
For the years ended	Number of customers		Percentage of total revenues		Number of customers		Percentage of accounts receivable
December 31, 2013		1		11%		2		23%
December 31, 2012		2		35%		3		54%

The table below provides revenues from European customers for the years ended December 31, 2013 and December 31, 2012, respectively.

European revenues
For the year ended
December 31, 2013				December 31, 2012
European revenues		% of Total revenues		European revenues		% of Total revenues
$	1,847,305		12.9%	$	1,545,730		9.9%

The Company serves all of its hosting customers from third-party web hosting facilities located in the United States. The Company does not control the operation of these facilities, and they are vulnerable to damage or interruption. The Company maintains redundant systems that can be used to provide service in the event the third-party web hosting facilities become unavailable, although in such circumstances, the Company's service may be interrupted during the transition.

Property, Plant and Equipment, Policy [Policy Text Block]

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, computers, equipment and furniture and 3 years for software.  Gains or losses on disposal are charged to operations.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

ASSET IMPAIRMENT

Acquisitions and Intangible Assets

We account for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition.

The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

Long-lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use quoted market prices when available and independent appraisals and management estimates of future operating cash flows, as appropriate, to determine fair value.

Revenue Recognition, Deferred Revenue [Policy Text Block]

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 generally entitled to payment for all work performed through the point of cancellation.  As of December 31, 2013, the Company had $4,251,373 in deferred revenues relating to contracts for services to be performed over periods ranging from 1 month to 5 years.  The Company had $2,866,356 in deferred revenues that are expected to be recognized in the next twelve fiscal months.

Advertising Costs, Policy [Policy Text Block]

ADVERTISING

Advertising costs are expensed as incurred.  Advertising costs were $226,380 and $269,311 for the years ended December 31, 2013 and December 31, 2012, respectively and are included under selling, general and administrative expenses on our consolidated financial statements.

Research, Development, and Computer Software, Policy [Policy Text Block]

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in R&D and are expensed as incurred.  ASC 985.20, Software Industry Costs of Software to Be Sold, Leased or Marketed, 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 ASC 985.20.  During the years ended December 31, 2013 and December 31, 2012 we spent approximately $2,403,504 and $2,337,904 respectively, on R&D activities, which include costs associated with the development of our software products and services for our client’s projects and which are primarily comprised of salaries and related expenses for our software developers and consulting fees paid to third-party consultants.  R&D costs are primarily included under Salaries, benefits and related taxes in our Statement of Operations.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

EMPLOYEE EQUITY INCENTIVE PLANS

The OmniComm Systems, Inc. 2009 Equity Incentive Plan (the “2009 Plan”) was approved at our Annual Meeting of Shareholders on July 10, 2009.  The 2009 Plan provides for the issuance of up to 7.5 million shares to employees, directors and key consultants in accordance with the terms of the 2009 Plan documents.  The predecessor plan, the OmniComm Systems, Inc., 1998 Stock Incentive Plan (the “1998 Plan”) expired on December 31, 2008.  The 1998 Plan provided for the issuance of up to 12.5 million shares in accordance with the terms of the 1998 Plan document.  Each plan is more fully described in “Note 15, Employee Equity Incentive Plans.”  The Company accounts for its employee equity incentive plans under ASC 718, Compensation – Stock Compensation which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The Company currently uses the Black Scholes option pricing model to determine grant date fair value.

Earnings Per Share, Policy [Policy Text Block]

EARNINGS/(LOSS)  PER SHARE

The Company accounts for Earnings/(loss) Per Share using ASC 260 – Earnings per Share.  Unlike diluted earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities.

Income Tax, Policy [Policy Text Block]

INCOME TAXES

The Company accounts for income taxes in accordance ASC 740, Income Taxes.  ASC 740 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

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.

New Accounting Pronouncements, Policy [Policy Text Block]

IMPACT OF NEW ACCOUNTING STANDARDS

During fiscal 2013, we adopted the following new accounting pronouncements:

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In January 2013, the FASB issued authoritative guidance on the presentation of amounts reclassified out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. Our adoption of this standard did not have an impact on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU amends ASC 740, Income Taxes, to require that an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward; to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carryforward does not exist at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The Company will adopt ASU No. 2013-11 on January 1, 2014 and the adoption is not expected to have a material impact on its consolidated financial statements.

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements.

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Note 6 - Intangible Assets, At Cost (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Disclosure Text Block [Abstract]
Amortization of Intangible Assets	$ 7,720	$ 232,117

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Note 2 - Summary of Significant Accounting Policies (Details) - Allowance for Doubtful Account Summary (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Allowance for Doubtful Account Summary [Abstract]
Beginning of period	$ 84,210	$ 142,444
Bad debt expense	11,131	(58,234)
Write-offs	(30,000)	0
End of period	$ 65,341	$ 84,210

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Note 14 - Stockholders' (Deficit) (Details) - Dividends Payable (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Series A Preferred Stock [Member]
Dividends Payable [Line Items]
Dividends accreted	$ 206,261	$ 229,517
Divideds accreted per share	$ 0.050	$ 0.056
Series B Preferred Stock [Member]
Dividends Payable [Line Items]
Dividends accreted	0	0
Divideds accreted per share	$ 0	$ 0
Series C Preferred Stock [Member]
Dividends Payable [Line Items]
Dividends accreted	$ 0	$ 0
Divideds accreted per share	$ 0	$ 0

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Note 15 - Employee Equity Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of shares			Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2011		11,158,000		$	0.37		2.52	$	-0-
Granted		425,000			0.12
Exercised		(265,000	)		0.20
Forfeited/cancelled/expired		(865,500	)		0.43
Outstanding at December 31, 2012		10,452,500			0.36		1.68	$	149,598
Granted		350,000			0.17
Exercised		(100,000	)		0.18
Forfeited/cancelled/expired		(4,957,500	)		0.42
Outstanding at December 31, 2013		5,745,000		$	0.29		1.70	$	93,945
Vested and exercisable at December 31, 2013		4,924,166		$	0.32		1.42	$	67,737

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

	Number of options vested		Fair value of options vested
Fair value of options vesting during the year ended December 31, 2013		768,833	$	35,384
Fair value of options vesting during the year ended December 31, 2012		816,333	$	75,656

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

Awards breakdown by price range at December 31, 2013
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,251,000		2.16	$	0.15		2,530,166		1.86	$	0.16
0.21	to	0.29		750,000		1.64		0.25		650,000		1.20		0.25
0.30	to	0.49		110,000		0.98		0.38		110,000		0.98		0.38
0.50	to	0.70		1,634,000		0.87		0.59		1,634,000		0.87		0.59
0.00	to	0.70		5,745,000		1.70	$	0.29		4,924,166		1.42	$	0.32

Awards breakdown by price range at December 31, 2012
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,428,500		3.02	$	0.15		2,035,083		2.50	$	0.17
0.21	to	0.29		2,550,000		1.18		0.26		2,550,000		1.18		0.26
0.30	to	0.49		755,000		0.79		0.45		755,000		0.79		0.45
0.50	to	0.70		3,719,000		0.97		0.60		3,719,000		0.97		0.60
0.00	to	0.70		10,452,500		1.68	$	0.36		9,059,083		1.36	$	0.39

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Stock option assumptions for the year ended
Stock option assumptions	December 31, 2013		December 31, 2012
Risk-free interest rate		0.58%		0.36%
Expected dividend yield		0.0%		0.0%
Expected volatility		202.7%		192.3%
Expected life of options (in years)		5.0		5.0

Schedule of Share-based Compensation, Activity [Table Text Block]

	Weighted average grant date fair value
	2013		2012
Stock options granted during the year ended December 31,	$	0.17	$	0.11
Stock options vested during the year ended December 31,	$	0.11	$	0.09
Stock options forfeited during the year ended December 31,	$	0.29	$	0.32

Schedule of Nonvested Share Activity [Table Text Block]

	Shares underlying stock options		Weighted average grant date fair value
Nonvested shares at January 1, 2013		1,393,417	$	0.10
Nonvested shares at December 31, 2013		820,834	$	0.13

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Note 6 - Intangible Assets, At Cost (Details) - Intangible Assets, Future Amortization Expense (USD $)	Dec. 31, 2013
Intangible Assets, Future Amortization Expense [Abstract]
2014	$ 46,610
2015	46,610
2016	42,788
2017	23,672
2018 and thereafter	110,562
Total	$ 270,242

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Note 11 - Fair Value Measurement (Details) - Unrealized Gain or Loss Included in Earnings (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Unrealized Gain or Loss Included in Earnings [Abstract]
The net amount of (losses) for the period included in earnings attributable to the unrealized loss from changes in derivative liabilities at the reporting date	$ (95,121)	$ (6,123,302)
Total unrealized (losses) included in earnings	$ (95,121)	$ (6,123,302)

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Note 10 - Convertible Notes Payable (Details) - Convertible Debt Maturity Payments (USD $)	Dec. 31, 2013
Note 10 - Convertible Notes Payable (Details) - Convertible Debt Maturity Payments [Line Items]
Total	$ 9,665,000
Convertible Debt [Member]
Note 10 - Convertible Notes Payable (Details) - Convertible Debt Maturity Payments [Line Items]
2014	75,000
2015	250,000
2016	$ 9,340,000

XML

Note 4 - Earnings (Loss) Per Share (Details) - Computation Of Diluted Earnings Per Share (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Computation Of Diluted Earnings Per Share [Abstract]
Basic EPS	$ (3,367,603)	$ (8,062,487)
Basic EPS (in Shares)	87,969,202	86,522,332
Basic EPS (in Dollars per share)	$ (0.04)	$ (0.09)
Effect of dilutive securities - none	0	0
Effect of dilutive securities - none	0	0
Effect of dilutive securities - none (in Dollars per share)	$ 0	$ 0
Diluted EPS	$ (3,367,603)	$ (8,062,487)
Diluted EPS (in Shares)	87,969,202	86,522,332
Diluted EPS (in Dollars per share)	$ (0.04)	$ (0.09)

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Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2:                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The Company’s accounts include those of all its wholly-owned subsidiaries, which are more fully described in the Company’s Annual Report filed on Form 10-K with the Securities and Exchange Commission, 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.

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.  Significant estimates incorporated in our financial statements include the recorded allowance for doubtful accounts, the estimate of the appropriate amortization period of our intangible assets, the evaluation of whether our intangible assets have suffered any impairment, the allocation of revenues under multiple-element customer contracts, royalty-based patent liabilities, the value of derivatives associated with debt issued by the Company and the valuation of any corresponding discount to the issuance of our debt.  Actual results may differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made in the 2012 financial statements to conform to the 2013 presentation.  These reclassifications did not have any effect on our net loss or shareholders’ deficit.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company’s foreign subsidiaries are translated in accordance with ASC 830-30, Foreign Currency Matters—Translation of Financial Statements. The reporting currency for the Company is the U.S. dollar. The functional currency of the Company’s subsidiaries, OmniComm Europe GmbH in Germany, OmniComm Spain S.L. in Spain and Promasys B.V. in the Netherlands is the Euro. The functional currency of the Company's subsidiary, OmniComm Ltd. in the United Kingdom is the British Pound Sterling. Accordingly, the assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect at each balance sheet date. Revenue and expense accounts of the Company’s foreign subsidiaries are translated using an average rate of exchange during the period. Foreign currency translation adjustments are accumulated as a component of other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses arising from transactions denominated in foreign currencies are primarily related to intercompany accounts that have been determined to be temporary in nature and accordingly, are recorded directly to the statement of operations.  We record translation gains and losses in accumulated other comprehensive income as a component of stockholders’ equity. We recorded a translation loss of $18,512 for the year ended December 31, 2013 and a translation loss of $15,378 for the year ended December 31, 2012.

REVENUE RECOGNITION POLICY

The Company derives revenues from software licenses and services of its EDC products and services which can be purchased on a stand-alone basis. License revenues are derived principally from the sale of term licenses for the following software products offered by the Company: TrialMaster, TrialOne, Promasys and eClinical Suite (the “EDC Software”). Service revenues are derived principally from the Company's delivery of the hosted solutions of its TrialMaster and eClinical Suite software products, and consulting services and customer support, including training, for all of the Company's products.

The Company recognizes revenues when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the collection of fees is probable; and (4) the amount of fees to be paid by the customer is fixed or determinable.

The Company operates in one reportable segment which is the delivery of EDC Software and services to clinical trial sponsors.  The Company segregates its revenues based on the activity cycle used to generate its revenues.  Accordingly, revenues are currently generated through four main activities. These activities include hosted applications, licensing, professional services and maintenance-related services.

Hosted Application Revenues

The Company offers its TrialMaster and eClinical Suite software products as hosted application solutions delivered through a standard Web-browser, with customer support and training services. To date, hosted applications revenues have been primarily related to TrialMaster.

Revenues resulting from TrialMaster and eClinical Suite application hosting services consist of three components of services for each clinical trial: the first component is comprised of application set up, including design of electronic case report forms and edit checks, installation and server configuration of the system.  The second component involves application hosting and related support services as well as billable change orders which consist of amounts billed to customers for functionality changes made. The third stage involves services required to close out, or lock, the database for the clinical trial.

Fees charged and costs incurred for the trial system design, set up and implementation are amortized and recognized ratably over the estimated hosting period.  Work performed outside the original scope of work is contracted for separately as an additional fee and is generally recognized ratably over the remaining term of the hosting period. Fees for the first and third stages of the service are billed based upon milestones.  Revenues earned upon completion of a contractual milestone are deferred and recognized over the estimated remaining hosting period.   Fees for application hosting and related services in the second stage are generally billed quarterly in advance.  Revenues resulting from hosting services for the eClinical Suite products consist of installation and server configuration, application hosting and related support services. Services for this offering are generally charged as a fixed fee payable on a quarterly or annual basis. Revenues are recognized ratably over the period of the service.

Licensing Revenues

The Company's software license revenues are earned from the sale of off-the-shelf software.  From time-to-time a client might require significant modification or customization subsequent to delivery to the customer.  The Company generally enters into software term licenses for its EDC Software products with its customers for 3 to 5 year periods, although customers have entered into both longer and shorter term license agreements.  These arrangements typically include multiple elements: software license, consulting services and customer support. The Company bills its customers in accordance with the terms of the underlying contract. Generally, the Company bills license fees in advance for each billing cycle of the license term which typically is either on a quarterly or annual basis. Payment terms are generally net 30 days.

In the past the Company has sold perpetual licenses for EDC Software products in certain situations to existing customers with the option to purchase customer support, and may in the future do so for new customers based on customer requirements or market conditions. The Company has established vendor specific objective evidence of fair value for the customer support. Accordingly, license revenues are recognized upon delivery of the software and when all other revenue recognition criteria are met. Customer support revenues are recognized ratably over the term of the underlying support arrangement.  The Company generates customer support and maintenance revenues from its perpetual license customer base.

Professional Services

The Company may also enter into arrangements to provide consulting services separate from a license arrangement. In these situations, revenue is recognized on a time-and-materials basis. Professional services can be deemed to be as essential to the functionality of the software at inception and typically are for initial trial configuration, implementation planning, loading of software, building simple interfaces and running test data and documentation of procedures.  Subsequent additions or extensions to license terms do not generally include additional professional services.

Maintenance Revenues

Maintenance includes telephone-based help desk support and software maintenance. The Company generally bundles customer support with the software license for the entire term of the arrangement. As a result, the Company generally recognizes revenues for both maintenance and software licenses ratably over the term of the software license and support arrangement. The Company allocates the revenues recognized for these arrangements to the different elements based on management's estimate of the relative fair value of each element.  The Company generally invoices each of the elements based on separately quoted amounts and thus has a fairly accurate estimate of the relative fair values of each of the invoiced revenue elements.

The fees associated with each business activity for the years ended December 31, 2013 and December 31, 2012, respectively are:

	For the year ended
Revenue activity	December 31, 2013		December 31, 2012
Set-up fees	$	3,369,670	$	4,990,378
Change orders		475,680		249,673
Maintenance		4,584,594		5,270,913
Software licenses		2,911,509		3,364,324
Professional services		2,207,181		996,081
Hosting		783,206		680,894
Total	$	14,331,840	$	15,552,263

COST OF REVENUES

Cost of revenues primarily consists of costs related to hosting, maintaining and supporting the Company’s application suite and delivering professional services and support. These costs include salaries, benefits, bonuses and stock-based compensation for the Company’s professional services staff. Cost of revenues also includes outside service provider cost.  Cost of revenues is expensed as incurred.

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 collectability by management and an allowance for bad debts is established as necessary. The allowance is based on an evaluation of the collectability of accounts receivable and prior bad debt experience.  The Company had recorded an allowance for uncollectible accounts receivable of $65,341 and $84,210 as of December 31, 2013 and December 31, 2012, respectively.

The following table summarizes activity in the Company's allowance for doubtful accounts for the years presented.

	December 31, 2013			December 31, 2012
Beginning of period	$	84,210		$	142,444
Bad debt expense		11,131			(58,234	)
Write-offs		(30,000	)		-0-
End of period	$	65,341		$	84,210

CONCENTRATION OF CREDIT RISK

Cash and cash equivalents and restricted cash are deposited with major financial institutions and, at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of December 31, 2013, $793,016 was deposited in excess of FDIC-insured limits.  Management believes the risk in these situations to be minimal.

Except as follows, the Company has no significant off balance sheet risk or credit risk concentrations. Financial instruments that subject the Company to potential credit risks are principally cash equivalents and accounts receivable. Concentrated credit risk with respect to accounts receivable is limited to creditworthy customers. The Company's customers are principally located in the United States and Europe.   The Company is directly affected by the overall financial condition of the pharmaceutical, biotechnology and medical device industries and management believes that credit risk exists and that any credit risk the Company faces has been adequately reserved for as of December 31, 2013.  The Company maintains an allowance for doubtful accounts based on accounts past due according to contractual terms and historical collection experience. Actual losses when incurred are charged to the allowance. The Company's losses related to collection of accounts receivable have consistently been within management's expectations.  As of December 31, 2013, the Company believes no additional credit risk exists beyond the amounts provided for in our allowance for uncollectible accounts.  The Company evaluates its allowance for uncollectable accounts on a monthly basis based on a specific review of receivable aging and the period that any receivables are beyond the standard payment terms. The Company does not require collateral from its customers in order to mitigate credit risk.

One customer accounted for 11% during the year ended December 31, 2013 or approximately $1,551,100, respectively. One customer accounted for 19% and another accounted for 16% of our revenues during the year ended December 31, 2012 or approximately $2,909,300 and $2,503,100, respectively.  The following table summarizes the number of customers who individually comprise greater than 10% of total revenue and/or total accounts receivable and their aggregate percentage of the Company's total revenue and gross accounts receivable for the years presented.

	Revenues				Accounts Receivable
For the years ended	Number of customers		Percentage of total revenues		Number of customers		Percentage of accounts receivable
December 31, 2013		1		11%		2		23%
December 31, 2012		2		35%		3		54%

The table below provides revenues from European customers for the years ended December 31, 2013 and December 31, 2012, respectively.

European revenues
For the year ended
December 31, 2013				December 31, 2012
European revenues		% of Total revenues		European revenues		% of Total revenues
$	1,847,305		12.9%	$	1,545,730		9.9%

The Company serves all of its hosting customers from third-party web hosting facilities located in the United States. The Company does not control the operation of these facilities, and they are vulnerable to damage or interruption. The Company maintains redundant systems that can be used to provide service in the event the third-party web hosting facilities become unavailable, although in such circumstances, the Company's service may be interrupted during the transition.

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, computers, equipment and furniture and 3 years for software.  Gains or losses on disposal are charged to operations.

ASSET IMPAIRMENT

Acquisitions and Intangible Assets

We account for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition.

The judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

Long-lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We use quoted market prices when available and independent appraisals and management estimates of future operating cash flows, as appropriate, to determine fair value.

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 generally entitled to payment for all work performed through the point of cancellation.  As of December 31, 2013, the Company had $4,251,373 in deferred revenues relating to contracts for services to be performed over periods ranging from 1 month to 5 years.  The Company had $2,866,356 in deferred revenues that are expected to be recognized in the next twelve fiscal months.

ADVERTISING

Advertising costs are expensed as incurred.  Advertising costs were $226,380 and $269,311 for the years ended December 31, 2013 and December 31, 2012, respectively and are included under selling, general and administrative expenses on our consolidated financial statements.

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in R&D and are expensed as incurred.  ASC 985.20, Software Industry Costs of Software to Be Sold, Leased or Marketed, 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 ASC 985.20.  During the years ended December 31, 2013 and December 31, 2012 we spent approximately $2,403,504 and $2,337,904 respectively, on R&D activities, which include costs associated with the development of our software products and services for our client’s projects and which are primarily comprised of salaries and related expenses for our software developers and consulting fees paid to third-party consultants.  R&D costs are primarily included under Salaries, benefits and related taxes in our Statement of Operations.

EMPLOYEE EQUITY INCENTIVE PLANS

The OmniComm Systems, Inc. 2009 Equity Incentive Plan (the “2009 Plan”) was approved at our Annual Meeting of Shareholders on July 10, 2009.  The 2009 Plan provides for the issuance of up to 7.5 million shares to employees, directors and key consultants in accordance with the terms of the 2009 Plan documents.  The predecessor plan, the OmniComm Systems, Inc., 1998 Stock Incentive Plan (the “1998 Plan”) expired on December 31, 2008.  The 1998 Plan provided for the issuance of up to 12.5 million shares in accordance with the terms of the 1998 Plan document.  Each plan is more fully described in “Note 15, Employee Equity Incentive Plans.”  The Company accounts for its employee equity incentive plans under ASC 718, Compensation – Stock Compensation which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The Company currently uses the Black Scholes option pricing model to determine grant date fair value.

EARNINGS/(LOSS)  PER SHARE

The Company accounts for Earnings/(loss) Per Share using ASC 260 – Earnings per Share.  Unlike diluted earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities.

INCOME TAXES

The Company accounts for income taxes in accordance ASC 740, Income Taxes.  ASC 740 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

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

During fiscal 2013, we adopted the following new accounting pronouncements:

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In January 2013, the FASB issued authoritative guidance on the presentation of amounts reclassified out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. Our adoption of this standard did not have an impact on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU amends ASC 740, Income Taxes, to require that an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward; to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carryforward does not exist at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The Company will adopt ASU No. 2013-11 on January 1, 2014 and the adoption is not expected to have a material impact on its consolidated financial statements.

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements.

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Note 11 - Fair Value Measurement (Details)	12 Months Ended
	Dec. 31, 2013
Minimum [Member]
Note 11 - Fair Value Measurement (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Maximum [Member]
Note 11 - Fair Value Measurement (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years

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Note 2 - Summary of Significant Accounting Policies (Details) - Customer Concentration (Customer Concentration Risk [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Sales [Member]
Concentration Risk [Line Items]
Number of Customers	1	2
Percentage of Concentration Risk	11.00%	35.00%
Accounts Receivable [Member]
Concentration Risk [Line Items]
Number of Customers	2	3
Percentage of Concentration Risk	23.00%	54.00%

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Note 6 - Intangible Assets, At Cost (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure Text Block [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31, 2013						December 31, 2012
Asset	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value		Estimated useful life (years)
eClinical customer lists	$	1,392,701	$	1,392,701	$	-0-	$	1,392,701	$	1,392,701	$	-0-		3
Promasys B.V. customer lists		136,253		1,514		134,739		-0-		-0-		-0-		15
Promasys B.V. software code		72,943		2,431		70,512		-0-		-0-		-0-		5
Promasys B.V. URLs/Website		68,814		3,823		64,991		-0-		-0-		-0-		3
	$	1,670,711	$	1,400,469	$	270,242	$	1,392,701	$	1,392,701	$	-0-

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2014	$	46,610
2015		46,610
2016		42,788
2017		23,672
2018 and thereafter		110,562
Total	$	270,242

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Note 5 - Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	December 31, 2013						December 31, 2012
	Cost		Accumulated depreciation		Net book value		Cost		Accumulated depreciation		Net book value		Estimated useful life (years)
Computer & office equipment	$	1,822,098	$	1,326,256	$	495,842	$	1,519,617	$	1,181,451	$	338,166		5
Leasehold improvements		93,812		75,735		18,077		92,686		68,044		24,642		5
Computer software		1,556,497		1,477,801		78,696		1,502,524		1,403,705		98,819		3
Office furniture		114,373		99,555		14,818		110,780		90,604		20,176		5
Total	$	3,586,780	$	2,979,347	$	607,433	$	3,225,607	$	2,743,804	$	481,803

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Note 8 - Promasys B.V. Acquisition (Details) - Pro Forma Information (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Pro Forma Information [Abstract]
Gross revenues	$ 15,119,861	$ 16,002,612
Total expenses	18,145,210	23,988,611
Net income (loss) before taxes	$ (3,025,349)	$ (7,985,999)
Net income (loss) per share (in Dollars per share)	$ (0.04)	$ (0.09)
Basic and Diluted (in Shares)	89,866,051	88,792,332

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Note 2 - Summary of Significant Accounting Policies (Details) - Revenue from European Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 2 - Summary of Significant Accounting Policies (Details) - Revenue from European Operations [Line Items]
	$ 14,331,840	$ 15,552,263
Reportable Geographical Components [Member] | Europe [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Revenue from European Operations [Line Items]
	$ 1,847,305	$ 1,545,730
Geographic Concentration Risk [Member] | Europe [Member] | Sales [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Revenue from European Operations [Line Items]
	12.90%	9.90%

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Note 7 - Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Account	December 31, 2013		December 31, 2012
Accounts payable	$	724,421	$	665,139
Accrued payroll and related costs		260,072		383,859
Other accrued expenses		88,292		124,154
Accrued interest		1,468,171		951,213
Total accounts payable and accrued expenses	$	2,540,956	$	2,124,365

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Note 8 - Promasys B.V. Acquisition (Tables)

12 Months Ended

Dec. 31, 2013

Note 8 - Promasys B.V. Acquisition (Tables) [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash	$	215,571
Receivables	$	216,287
Property and equipment	$	2,178
Identifiable intangibles	$	276,356
Goodwill	$	671,689
Total assets acquired	$	1,382,081
Accounts payable	$	(170,339	)
Deferred revenue	$	(229,353	)
Net asssets acquired	$	982,389

Promasys B.V. [Member]

Note 8 - Promasys B.V. Acquisition (Tables) [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

	(Unaudited) For the year ended December 31,
	2013			2012
Gross revenues	$	15,119,861		$	16,002,612
Total expenses		18,145,210			23,988,611
Net income (loss) before taxes	$	(3,025,349	)	$	(7,985,999	)
Net income (loss) per share	$	(0.04	)	$	(0.09	)
Weighted average number of shares outstanding
Basic and Diluted		89,866,051			88,792,332

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Note 1 - Organization and Nature of Operations

12 Months Ended

Dec. 31, 2013

Disclosure Text Block [Abstract]

Nature of Operations [Text Block]

NOTE 1:               ORGANIZATION AND NATURE OF OPERATIONS

OmniComm Systems, Inc. (“OmniComm” or the “Company”) 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 principally located in the United States, Europe and Asia. Our proprietary EDC software applications; TrialMaster®; TrialOne®; Promasys® and eClinical Suite, allow 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 our EDC software and services.  Our research and development (“R&D”) efforts are focused on developing new and complementary software solutions, as well as enhancing our existing software solutions through the addition of increased functionality.    During the years ended December 31, 2013 and December 31, 2012 we spent approximately $2,403,504 and $2,337,904, respectively, on R&D activities, which is primarily comprised of salaries to our developers and other R&D personnel and related costs associated with the development of our software products.

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Note 9 - Line of Credit and Notes Payable (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2013		Current		term		Current		term
12/31/2011	1/1/2015		12%	$	1,600,000	$	-0-	$	-0-	$	-0-	$	1,600,000
4/1/2012	1/1/2014		12%		17,500		17,500		-0-		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		20,000		-0-		-0-		-0-
1/1/2013	1/1/2016		12%		529,000		-0-		-0-		-0-		529,000
1/1/2013	1/1/2015		10%		308,561		-0-		308,561		-0-		-0-
1/1/2013	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
1/1/2013	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
2/1/2013	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
3/5/2013	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
4/1/2013	3/31/2016		12%		2,866,879		-0-		-0-		-0-		2,866,879
Discount on note payable							-0-		-0-		-0-		(447,666	)
Total				$	5,667,865	$	37,500	$	614,486	$	-0-	$	4,568,213

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2012		Current		term		Current		term
12/31/2010	1/1/2015		10%	$	308,562	$	-0-	$	308,562	$	-0-	$	-0-
12/31/2010	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
2/1/2011	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
3/31/2011	4/1/2014		12%		2,866,879		-0-		-0-		-0-		2,866,879
12/31/2011	1/1/2015		12%		1,600,000		-0-		-0-		-0-		1,600,000
12/31/2011	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
4/1/2012	1/1/2014		12%		17,500		-0-		17,500		-0-		-0-
10/1/2012	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		-0-		20,000		-0-		-0-
Discount on note payable							-0-		-0-		-0-		(656,524	)
Total				$	5,138,866	$	-0-	$	651,987	$	-0-	$	3,830,355

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Note 15 - Employee Equity Incentive Plans (Details) - Fair Value Assumptions of Share-Based Payments	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value Assumptions of Share-Based Payments [Abstract]
Risk-free interest rate	0.58%	0.36%
Expected dividend yield	0.00%	0.00%
Expected volatility	202.70%	192.30%
Expected life of options (in years)	5 years	5 years

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Note 2 - Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended												12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Customer 1 [Member] Customer Concentration Risk [Member] Sales [Member]	Dec. 31, 2012 Customer 1 [Member] Customer Concentration Risk [Member] Sales [Member]	Dec. 31, 2013 Customer 1 [Member]	Dec. 31, 2012 Customer 1 [Member]	Dec. 31, 2012 Customer 2 [Member] Customer Concentration Risk [Member] Sales [Member]	Dec. 31, 2012 Customer 2 [Member]	Dec. 31, 2013 Leasehold Improvements, Computers, Equipment and Furniture [Member]	Dec. 31, 2013 Computer Software, Intangible Asset [Member]	Jul. 10, 2009 2009 Plan [Member]	Dec. 31, 2008 1998 Plan [Member]	Dec. 31, 2013 Customer Concentration Risk [Member] Sales [Member]	Dec. 31, 2012 Customer Concentration Risk [Member] Sales [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	$ (18,512)	$ (15,378)
Number of Reportable Segments	1
Term of Software License															3 years	5 years
Allowance for Doubtful Accounts Receivable, Current	65,341	84,210
Cash, Uninsured Amount	793,016
Concentration Risk, Percentage			11.00%	19.00%			16.00%						11.00%	35.00%
Revenues	14,331,840	15,552,263			1,551,100	2,909,300		2,503,100
Property, Plant and Equipment, Useful Life									5 years	3 years
Deferred Revenue	4,251,373
Derivative, Term of Contract															1 month	5 years
Deferred Revenue, Current	2,866,356	3,732,240
Advertising Expense	226,380	269,311
Research and Development Expense	$ 2,403,504	$ 2,337,904
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares)											7,500,000	12,500,000

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Note 7 - Accounts Payable and Accrued Expenses (Details) - Accounts Payable And Accrued Expenses (USD $)	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable And Accrued Expenses [Abstract]
Accounts payable	$ 724,421	$ 665,139
Accrued payroll and related costs	260,072	383,859
Other accrued expenses	88,292	124,154
Accrued interest	1,468,171	951,213
Total accounts payable and accrued expenses	$ 2,540,956	$ 2,124,365

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Note 13 - Related Party Transactions (Details) (USD $)	12 Months Ended													12 Months Ended								0 Months Ended	12 Months Ended														0 Months Ended	12 Months Ended		1 Months Ended				0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 18, 2013	Mar. 18, 2013	Dec. 05, 2013 Extended Maturity [Member] Director Guus Van Kesteren [Member] Convertible Debentures [Member]	Dec. 31, 2013 Extended Maturity [Member] Convertible Debentures [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Debentures [Member]	Sep. 30, 2009 Extended Maturity [Member] Convertible Debentures [Member]	Mar. 12, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Mar. 06, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Sep. 30, 2009 Extended Maturity [Member] Convertible Debenture4 [Member]	Oct. 06, 2012 Purchased From Chief Financial Officer [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2013 Issued December 2008 [Member]	Dec. 31, 2008 Issued December 2008 [Member]	Dec. 16, 2010 Issued December 16, 2010 [Member] Board of Directors Chairman [Member]	Aug. 29, 2008 Issued Feb 14, 2010 [Member] Chief Executive Officer [Member]	Feb. 14, 2008 Issued Feb 14, 2010 [Member] Chief Executive Officer [Member]	Dec. 16, 2008 Issued June 10, 2008 [Member] Chief Executive Officer [Member]	Feb. 22, 2013 Convertible Debenture4 [Member] Chief Executive Officer [Member]	Sep. 30, 2009 Aggregated September 30, 2009 [Member] Chief Executive Officer [Member]	Sep. 30, 2009 Aggregated September 30, 2009 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2009 Aggregated December 31, 2009 [Member] Chief Executive Officer [Member]	Dec. 31, 2012 Issued April 13, 2010 [Member] Chief Executive Officer 2 [Member]	Dec. 31, 2012 Issued June 29, 2010 [Member] Chief Executive Officer 2 [Member]	Dec. 31, 2012 Issued September 30, 2010 [Member] Chief Executive Officer 2 [Member]	Dec. 31, 2012 Issued December 31, 2010 [Member] Chief Executive Officer [Member]	Dec. 31, 2012 Issued December 31, 2010 2 [Member] Chief Executive Officer 2 [Member]	Dec. 31, 2012 Issued August 16, 2011 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2012 Issued August 19, 2011 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2012 Issued August 25, 2011 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2012 Issued September 2, 2011 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2012 Issued September 15, 2011 [Member] Chief Executive Officer 5 [Member]	Dec. 31, 2012 Issued September 28, 2011 [Member] Chief Executive Officer 5 [Member]	Oct. 05, 2011 Issued October 5, 2011 [Member] Chief Executive Officer [Member]	Dec. 31, 2011 Issued December 31, 2011 [Member] Chief Executive Officer [Member]	Dec. 18, 2013 Issued September 30, 2011 [Member] Chief Executive Officer [Member]	Dec. 31, 2013 Excluding Interest Expense From Derivatives [Member]	Dec. 31, 2012 Excluding Interest Expense From Derivatives [Member]	Mar. 18, 2013 Chief Executive Officer [Member]	Dec. 31, 2013 Chief Executive Officer [Member]	Mar. 31, 2011 Chief Executive Officer [Member]	Sep. 30, 2009 Chief Executive Officer 5 [Member] Convertible Debenture4 [Member]	Aug. 29, 2008 Chief Executive Officer 5 [Member]	Dec. 31, 2013 Chief Executive Officer 5 [Member]	Feb. 22, 2013 Chief Executive Officer 5 [Member]	Sep. 30, 2009 Chief Executive Officer 5 [Member]	Dec. 16, 2008 Chief Executive Officer 5 [Member]	Feb. 29, 2008 Chief Executive Officer 5 [Member]	Dec. 31, 2011 CEO and Director Cornelis F. Wit [Member]	Dec. 16, 2008 Convertible Debentures [Member]	Aug. 29, 2008 Convertible Debentures [Member]
Note 13 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount															$ 20,000									$ 450,000	$ 115,000	$ 695,000	$ 1,197,500	$ 409,379	$ 96,000	$ 342,000	$ 130,000	$ 123,000	$ 82,000	$ 60,000			$ 4,000,000								$ 3,500,000
Debt Instrument, Interest Rate, Stated Percentage				2.00%											12.00%		10.00%		12.00%		12.00%															12.00%						12.00%								12.00%	12.00%	10.00%
Due to Related Parties, Current															150,000
Interest Expense, Related Party	2,339,702	2,108,749												25,000																								2,339,702	2,108,749
Notes Payable, Related Parties																5,000		510,000																	767,000	529,000					13,780,879	2,866,879							150,000	1,600,000
Convertible Notes Payable	9,665,000				160,000	360,000	150,000	1,920,000	100,000	200,000	4,505,000	4,980,000	125,000						4,350,000	4,475,000	1,100,000		1,440,000																				4,350,000	1,260,000		1,770,000	1,770,000		4,200,000		5,075,000	2,270,000
Debt Conversion, Converted Instrument, Amount																																												510,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)													250,000						8,700,000			0.25														2,116,000						11,467,517		3,540,000						6,400,000	10,150,000	4,540,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																																												$ 0.50				$ 0.50			$ 0.50	$ 0.50
Debt Instrument, Convertible, Number of Equity Instruments	24,620,000																					4,400,000
Warrants and Rights Outstanding																						4,400,000	5,760,000
Debt Conversion, Converted Instrument, Rate																							12.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)																																				0.25						0.25								0.25
Line of Credit Facility, Maximum Borrowing Capacity			$ 4,000,000	$ 2,000,000
Related Party Transaction, Rate																																								2.00%
Debt Instrument, Basis Spread on Variable Rate																																													2.25%

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Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
CURRENT ASSETS
Cash	$ 1,160,720	$ 873,315
Accounts receivable, net of allowance for doubtful accounts of $65,341 and $84,210, respectively	1,599,568	1,240,898
Prepaid expenses	146,907	131,942
Total current assets	2,907,195	2,246,155
Property and equipment, net	607,433	481,803
Intangible assets, net	270,242	0
Goodwill	675,710	0
Prepaid stock compensation	169,375	0
Other assets	82,501	51,153
TOTAL ASSETS	4,712,456	2,779,111
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,540,956	2,124,365
Notes payable, current portion	37,500	0
Deferred revenue, current portion	2,866,356	3,732,240
Line of credit	3,500,000	0
Convertible notes payable, related parties, current portion, net of discount	0	160,000
Convertible notes payable, current portion, net of discount	75,000	75,000
Patent settlement liability, current portion	962,500	962,500
LONG TERM LIABILITIES
Notes payable, long term, net of current portion	614,486	651,987
Notes payable, related parties, long term, net of current portion, net of discount of $447,666 and $656,524, respectively	4,568,213	3,830,355
Deferred revenue, long term, net of current portion	1,385,017	987,328
Convertible notes payable, related parties, net of current portion	9,125,000	8,965,000
Convertible notes payable, net of current portion	465,000	465,000
Patent settlement liability, long term, net of current portion	963,124	1,223,715
TOTAL LIABILITIES	36,173,335	31,752,411
SHAREHOLDERS' (DEFICIT)
Preferred stock	0	0
Common stock - 250,000,000 shares authorized, 90,104,659 and 86,598,659 issued and outstanding, respectively, at $0.001 par value	90,105	86,599
Additional paid in capital - preferred	4,717,804	4,717,804
Additional paid in capital - common	37,334,358	36,645,589
Accumulated other comprehensive (loss)	(87,604)	(69,092)
Accumulated deficit	(73,519,917)	(70,358,575)
TOTAL SHAREHOLDERS' (DEFICIT)	(31,460,879)	(28,973,300)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)	4,712,456	2,779,111
Series B Preferred Stock [Member]
SHAREHOLDERS' (DEFICIT)
Preferred stock	0	0
Series C Preferred Stock [Member]
SHAREHOLDERS' (DEFICIT)
Preferred stock	0	0
Series A Preferred Stock [Member]
SHAREHOLDERS' (DEFICIT)
Preferred stock	4,125	4,125
Series D Preferred Stock [Member]
SHAREHOLDERS' (DEFICIT)
Preferred stock	250	250
Conversion Feature Liability, Related Parties [Member]
CURRENT LIABILITIES
Derivative liabilities, current	2,979,392	2,240,782
Conversion Feature Liability [Member]
CURRENT LIABILITIES
Derivative liabilities, current	146,814	46,541
Warrant Liability, Related Parties [Member]
CURRENT LIABILITIES
Derivative liabilities, current	5,799,946	6,095,153
Warrant Liability [Member]
CURRENT LIABILITIES
Derivative liabilities, current	144,031	192,445
Total current liabilities	$ 19,052,495	$ 15,629,026

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Note 4 - Earnings (Loss) Per Share (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 4 - Earnings (Loss) Per Share (Details) [Line Items]
Weighted Average Number of Shares Outstanding, Basic (in Shares)	87,969,202	86,522,332
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)	79,546,913	82,069,096
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 0.045
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 0.69
Lower Range Limit [Member]
Note 4 - Earnings (Loss) Per Share (Details) [Line Items]
Investment Warrants, Exercise Price	$ 0.25
Upper Range Limit [Member]
Note 4 - Earnings (Loss) Per Share (Details) [Line Items]
Investment Warrants, Exercise Price	$ 0.60
Lower Range Limit [Member]
Note 4 - Earnings (Loss) Per Share (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price	$ 0.25
Upper Range Limit [Member]
Note 4 - Earnings (Loss) Per Share (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price	$ 0.50

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Consolidated Statement of Shareholders' (Deficit) (USD $)	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Additional Paid In Capital, Preferred [Member]	Common Stock [Member]	Additional Paid In Capital, Common [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balances at December 31, 2011 at Dec. 31, 2011	$ 4,125	$ 0	$ 0	$ 250	$ 4,717,804	$ 86,482	$ 36,572,099	$ (62,525,605)	$ (53,714)	$ (21,198,559)
Balances at December 31, 2011 (in Shares) at Dec. 31, 2011	4,125,224	0	0	250,000		86,481,495
Employee stock option expense							65,744			65,744
Foreign currency translation adjustment									(15,378)	(15,378)
Issuance of common stock in lieu of accrued interest						42	7,821			7,863
Issuance of common stock in lieu of accrued interest (in Shares)						42,164
Employее stock option еxеrcisе						75	(75)			0
Employее stock option еxеrcisе (in Shares)						75,000
Net loss for the period	0	0	0	0	0	0	0	(7,832,970)	0	(7,832,970)
Ending Balance at Dec. 31, 2012	4,125	0	0	250	4,717,804	86,599	36,645,589	(70,358,575)	(69,092)	(28,973,300)
Ending Balance (in Shares) at Dec. 31, 2012	4,125,224	0	0	250,000		86,598,659
Employee stock option expense							83,875			83,875
Foreign currency translation adjustment									(18,512)	(18,512)
Restricted stock issuance						1,225	221,275			222,500
Restricted stock issuance (in Shares)						1,225,000
Issuance of common stock in lieu of accrued interest										0
Employее stock option еxеrcisе						11	(11)			0
Employее stock option еxеrcisе (in Shares)						11,000
Shares issued for Purchase of Promasys						2,270	383,630			385,900
Shares issued for Purchase of Promasys (in Shares)						2,270,000
Net loss for the period	0	0	0	0	0	0	0	(3,161,342)	0	(3,161,342)
Ending Balance at Dec. 31, 2013	$ 4,125	$ 0	$ 0	$ 250	$ 4,717,804	$ 90,105	$ 37,334,358	$ (73,519,917)	$ (87,604)	$ (31,460,879)
Ending Balance (in Shares) at Dec. 31, 2013	4,125,224	0	0	250,000		90,104,659

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Note 10 - Convertible Notes Payable (Details) (USD $)																									12 Months Ended			1 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2013	Mar. 18, 2013	Feb. 22, 2013 Extended Maturity [Member] Former Director Mathew Veatech [Member] Convertible Debentures [Member]	Dec. 05, 2013 Extended Maturity [Member] Director Guus Van Kesteren [Member] Convertible Debentures [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Note Payable 4 [Member]	Mar. 30, 2011 Extended Maturity [Member] Convertible Note Payable 4 [Member]	Dec. 31, 2013 Extended Maturity [Member] Convertible Debentures [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Debentures [Member]	Sep. 30, 2009 Extended Maturity [Member] Convertible Debentures [Member]	Mar. 12, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Mar. 06, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Debenture4 [Member]	Sep. 30, 2009 Extended Maturity [Member] Convertible Debenture4 [Member]	Feb. 22, 2013 Chief Executive Officer 2 [Member] Convertible Debentures [Member]	Feb. 22, 2013 Chief Executive Officer 2 [Member] Convertible Debenture4 [Member]	Feb. 22, 2013 Chief Operating Officer1[Member] Convertible Debentures [Member]	Feb. 22, 2013 Chief Technology Officer1 [Member] Convertible Debentures [Member]	Dec. 31, 2013 Director Guus Van Kesteren [Member] Convertible Debenture 5 [Member]	Feb. 22, 2013 Extended Maturity [Member] Convertible Note Payable 5 [Member]	Sep. 30, 2011 Extended Maturity [Member] Convertible Note Payable 5 [Member]	Sep. 30, 2011 Director [Member] Convertible Note Payable 5 [Member]	Feb. 22, 2013 CEO and Director Cornelis F. Wit [Member] Convertible Note Payable 5 [Member]	Feb. 22, 2013 Director [Member] Convertible Note Payable 4 [Member]	Mar. 30, 2011 Director [Member] Convertible Note Payable 4 [Member]	Dec. 31, 2013 Convertible Note Payable 1 [Member]	Dec. 31, 1999 Convertible Note Payable 1 [Member]	Jun. 30, 2004 Convertible Note Payable 1 [Member]	Mar. 30, 2011 Convertible Note Payable 4 [Member]	Sep. 30, 2009 Convertible Note Payable 4 [Member]	Dec. 16, 2008 Convertible Debentures [Member]	Aug. 29, 2008 Convertible Debentures [Member]	Dec. 31, 2009 Convertible Note Payable 5 [Member]
Note 10 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		2.00%																								10.00%			12.00%	12.00%	10.00%	12.00%
Convertible Notes Payable	$ 9,665,000		$ 15,000	$ 160,000	$ 1,200,000	$ 1,200,000	$ 360,000	$ 150,000	$ 1,920,000	$ 100,000	$ 200,000	$ 4,505,000	$ 4,980,000	$ 1,770,000	$ 4,475,000	$ 25,000	$ 5,000	$ 160,000	$ 1,490,000	$ 1,490,000	$ 1,440,000	$ 1,440,000	$ 1,100,000	$ 1,100,000		$ 862,500			$ 1,400,000	$ 5,075,000	$ 2,270,000	$ 1,490,000
Debt Issuance Cost																										119,625
Proceeds from Issuance of Debt																										742,875						1,490,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																											$ 1.25		$ 0.25	$ 0.50	$ 0.50	$ 0.25
Debt Conversion, Converted Instrument, Amount																									787,500
Debt Conversion, Converted Instrument, Shares Issued (in Shares)																									1,495,179
Long-term Debt, Gross																									75,000
Interest Payable																									109,748
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)																													5,600,000	10,150,000	4,540,000	5,960,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)																													0.25			0.25
Proceeds from Issuance of Secured Debt																													1,400,000
Repayments of Notes Payable																												$ 200,000

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Note 12 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

2014	$	537,630
2015		502,131
2016		279,174
2017		53,699
2018		5,849
Total	$	1,378,483

Schedule of Minimum Royalty Payments [Table Text Block]

2014	$	450,000
2015		450,000
2016		450,000
2017		450,000
Total	$	1,800,000

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Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis (USD $)	Dec. 31, 2013		Dec. 31, 2012
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. goodwill (4)	$ 675,710		$ 0
	1,382,081
Fair Value, Measurements, Nonrecurring [Member] | Promasys B.V. [Member] | Fair Value, Inputs, Level 1 [Member]
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. customer lists (4)	0	[1]
Promasys B.V. software code (4)	0	[1]
Promasys B.V. URLs/website (4)	0	[1]
Promasys B.V. goodwill (4)	0	[1]
	0
Fair Value, Measurements, Nonrecurring [Member] | Promasys B.V. [Member] | Fair Value, Inputs, Level 2 [Member]
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. customer lists (4)	0	[1]
Promasys B.V. software code (4)	0	[1]
Promasys B.V. URLs/website (4)	0	[1]
Promasys B.V. goodwill (4)	0	[1]
	0
Fair Value, Measurements, Nonrecurring [Member] | Promasys B.V. [Member] | Fair Value, Inputs, Level 3 [Member]
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. customer lists (4)	136,253	[1]
Promasys B.V. software code (4)	72,943	[1]
Promasys B.V. URLs/website (4)	68,814	[1]
Promasys B.V. goodwill (4)	675,710	[1]
	953,720
Fair Value, Measurements, Nonrecurring [Member] | Promasys B.V. [Member]
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. customer lists (4)	134,739	[1]	0	[1]
Promasys B.V. software code (4)	70,512	[1]	0	[1]
Promasys B.V. URLs/website (4)	64,991	[1]	0	[1]
Promasys B.V. goodwill (4)	675,710	[1]	0	[1]
	945,952		0
Promasys B.V. [Member] | Fair Value, Inputs, Level 3 [Member]
Note 11 - Fair Value Measurement (Details) - Fair Value of Assets Aquired on NonRecurring Basis [Line Items]
Promasys B.V. goodwill (4)	$ 675,710		$ 0

[1] The acquired Promasys B.V. software code, customer list and URLs/website are not measured on a recurring basis since their initial fair value has been deemed to have a finite life and is being amortized periodically. Instead the Company performs an impairment analysis on a quarterly basis in order to determine whether the carrying value of the assets reflects the fair value of the assets in a market based transaction.

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Note 15 - Employee Equity Incentive Plans

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

 NOTE 15:              EMPLOYEE EQUITY INCENTIVE PLANS

Stock Option Plan

Description of 2009 Equity Incentive Plan

In 2009, the Company’s Board of Directors and shareholders approved the 2009 Equity Incentive Plan of OmniComm Systems, Inc. (the “2009 Plan”).  The 2009 Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards and Performance Share Units.  Pursuant to the 2009 Plan, 7,500,000 shares of the Company’s common stock are authorized for issuance.

The maximum term for any option grant under the 2009 Plan is ten years from the date of the grant; however, options granted under the 2009 Plan will generally expire five years from the date of grant for most employees, officers and directors of the Company.  Options granted to employees generally vest either upon grant or in two installments.  The first vesting, which is equal to 50% of the granted stock options, occurs upon completion of one full year of employment from the date of grant and the second vesting occurs on the second anniversary of the employee’s employment.  The vesting period typically begins on the date of hire for new employees and on the date of grant for existing employees.

As of December 31, 2013, there were 3,991,000 outstanding options and 1,225,000 restricted stock shares that have been granted under the 2009 Plan.  At December 31, 2013, there were 2,284,000 shares available for grant as options or other forms of share-based compensation under the 2009 Plan.

Description of 1998 Stock Incentive Plan

In 1998, the Company’s Board of Directors and shareholders approved the 1998 Stock Incentive Plan of OmniComm Systems, Inc. (the “1998 Plan”).  The 1998 Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards and Performance Share Units.  Pursuant to the 1998 Plan, 12,500,000 shares of the Company’s common stock were authorized for issuance.  The 1998 Plan expired as of December 31, 2008.  As of December 31, 2013, there were 1,754,000 outstanding options that have been granted under the 1998 Plan.

The following table summarizes the stock option activity for the Company’s equity incentive plans:

	Number of shares			Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at December 31, 2011		11,158,000		$	0.37		2.52	$	-0-
Granted		425,000			0.12
Exercised		(265,000	)		0.20
Forfeited/cancelled/expired		(865,500	)		0.43
Outstanding at December 31, 2012		10,452,500			0.36		1.68	$	149,598
Granted		350,000			0.17
Exercised		(100,000	)		0.18
Forfeited/cancelled/expired		(4,957,500	)		0.42
Outstanding at December 31, 2013		5,745,000		$	0.29		1.70	$	93,945
Vested and exercisable at December 31, 2013		4,924,166		$	0.32		1.42	$	67,737

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2013.

The total number of shares vested and the fair value of shares vested for the years ended December 31, 2013 and December 31, 2012, respectively, was:

	Number of options vested		Fair value of options vested
Fair value of options vesting during the year ended December 31, 2013		768,833	$	35,384
Fair value of options vesting during the year ended December 31, 2012		816,333	$	75,656

Cash received from stock option exercises for the years ended December 31, 2013 and December 31, 2012 was $-0- and $-0-, respectively. Due to the Company’s net loss position, no income tax benefit has been realized during the years ended December 31, 2013 and December 31, 2012.

The following table summarizes information concerning options outstanding at December 31, 2013:

Awards breakdown by price range at December 31, 2013
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,251,000		2.16	$	0.15		2,530,166		1.86	$	0.16
0.21	to	0.29		750,000		1.64		0.25		650,000		1.20		0.25
0.30	to	0.49		110,000		0.98		0.38		110,000		0.98		0.38
0.50	to	0.70		1,634,000		0.87		0.59		1,634,000		0.87		0.59
0.00	to	0.70		5,745,000		1.70	$	0.29		4,924,166		1.42	$	0.32

The following table summarizes information concerning options outstanding at December 31, 2012:

Awards breakdown by price range at December 31, 2012
			Outstanding						Vested
Strike price range ($)			Outstanding stock options		Weighted average remaining contractual life		Weighted average outstanding strike price		Vested stock options		Weighted average remaining vested contractual life		Weighted average vested strike price
0.00	to	0.20		3,428,500		3.02	$	0.15		2,035,083		2.50	$	0.17
0.21	to	0.29		2,550,000		1.18		0.26		2,550,000		1.18		0.26
0.30	to	0.49		755,000		0.79		0.45		755,000		0.79		0.45
0.50	to	0.70		3,719,000		0.97		0.60		3,719,000		0.97		0.60
0.00	to	0.70		10,452,500		1.68	$	0.36		9,059,083		1.36	$	0.39

The weighted average fair value (per share) of options granted during the years ended December 31, 2013, and December 31, 2012 using the Black Scholes option-pricing model was $0.17 and $0.11, respectively.

Basis for Fair Value Estimate of Share-Based Payments

Based on analysis of its historical volatility, the Company expects that the future volatility of its share price is likely to be similar to the historical volatility the Company experienced since the Company’s commercialization activities were initiated during the second half of 2000. The Company used a volatility calculation utilizing the Company’s own historical volatility to estimate its future volatility for purposes of valuing the share-based payments granted during fiscal 2013 and 2012. Actual volatility, and future changes in estimated volatility, may differ substantially from the Company’s current estimates.

The Company utilizes the historical data available regarding employee and director exercise activity to calculate an expected life of the options. The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

The fair value of share-based payments was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.   

	Stock option assumptions for the year ended
Stock option assumptions	December 31, 2013		December 31, 2012
Risk-free interest rate		0.58%		0.36%
Expected dividend yield		0.0%		0.0%
Expected volatility		202.7%		192.3%
Expected life of options (in years)		5.0		5.0

The following table summarizes weighted average grant date fair value activity for the Company incentive stock plans:

	Weighted average grant date fair value
	2013		2012
Stock options granted during the year ended December 31,	$	0.17	$	0.11
Stock options vested during the year ended December 31,	$	0.11	$	0.09
Stock options forfeited during the year ended December 31,	$	0.29	$	0.32

A summary of the status of the Company’s non-vested shares underlying stock options as of December 31, 2013, and changes during the year ended December 31, 2013 is as follows:

	Shares underlying stock options		Weighted average grant date fair value
Nonvested shares at January 1, 2013		1,393,417	$	0.10
Nonvested shares at December 31, 2013		820,834	$	0.13

As of December 31, 2013, approximately $69,577 of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a weighted-average period of 0.90 years.

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Note 14 - Stockholders' (Deficit) (Tables)

12 Months Ended

Dec. 31, 2013

Note 14 - Stockholders' (Deficit) (Tables) [Line Items]

Schedule of Dividends in Arrears [Table Text Block]

	Cumulative arrearage as of December 31,				Cumulative arrearage as of December 31,
Series of preferred stock	2013		2012		2013		2012
Series A	$	2,380,439	$	2,174,178	$	0.58	$	0.53
Series B		609,887		609,887	$	3.05	$	3.05
Series C		1,472,093		1,472,093	$	4.37	$	4.37
Total preferred stock arrearage	$	4,462,419	$	4,256,158

Schedule of Dividends Payable [Table Text Block]

	Dividends accreted year ended December 31,				Dividends per share year ended December 31,
	2013		2012		2013		2012
Preferred stock dividends in arrears Series A	$	206,261	$	229,517	$	0.050	$	0.056
Preferred stock dividends in arrears Series B	$	-0-	$	-0-	$	-0-	$	-0-
Preferred stock dividends in arrears Series C	$	-0-	$	-0-	$	-0-	$	-0-

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

December 31, 2013 warrants outstanding									December 31, 2013 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2013	Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2013		Weighted average exercise price
$	0.25	–	0.60	44,728,873		2.05	$	0.36		44,728,873	$	0.36

December 31, 2012 warrants outstanding										December 31, 2012 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2012		Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2012		Weighted average exercise price
$	0.25	–	0.60		43,412,873		2.32	$	0.36		43,412,873	$	0.36

Schedule of Share-based Compensation, Activity [Table Text Block]

	Weighted average grant date fair value
	2013		2012
Stock options granted during the year ended December 31,	$	0.17	$	0.11
Stock options vested during the year ended December 31,	$	0.11	$	0.09
Stock options forfeited during the year ended December 31,	$	0.29	$	0.32

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Foreign currency translation			Accumulated other comprehensive (loss)
Balance December 31, 2011	$	(53,714	)	$	(53,714	)
2012 Activity		(15,378	)		(15,378	)
Balance at December 31, 2012		(69,092	)		(69,092	)
2013 Activity		(18,512	)		(18,512	)
Balance at December 31, 2013	$	(87,604	)	$	(87,604	)

Warrant [Member]

Note 14 - Stockholders' (Deficit) (Tables) [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

Warrants
Balance at December 31, 2012		43,412,873
Issued		2,116,000
Exercised		-0-
Expired/forfeited		(800,000	)
Balance at December 31, 2013		44,728,873
Warrants exercisable at December 31, 2013		44,728,873
Weighted average fair value of warrants granted during 2013	$	0.19

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Note 17 - Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 17:              SUBSEQUENT EVENTS

On January 1, 2014 the Company issued a promissory note payable in the amount of $980,000 and 3,920,000 common stock purchase warrants (“Warrants”) to our CEO and Director, Cornelis F. Wit, in exchange for accrued interest in the amount of $980,000. The note carries an interest rate of 12% per annum and matures on April 1, 2017. The Warrants are exercisable until April 1, 2017 at an exercise price of $0.25.

Subsequent to December 31, 2013 the Company drew an additional $500,000 on its line of credit.

In January 2014, we paid in full a prommissory note with a principal balance of $17,500 that carried an interest rate of 12%.

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Note 11 - Fair Value Measurement (Details) - Change in Level 3 Financial Liabilities Fair Value (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivatives:
Balance, Beginning of year	$ 8,574,921	$ 2,451,619
Net Realized Gains/(Losses)	0	0
Net Unrealized (gains)/losses relating to instruments still held at the reporting date	95,121	6,123,302
Net purchases, issuances and settlements	400,141	0
Net transfers in and/or out of Level 3	0	0
Balance, end of period	9,070,183	8,574,921
Conversion Feature Liability [Member]
Derivatives:
Balance, Beginning of year	2,287,323	758,911
Net Realized Gains/(Losses)	0	0
Net Unrealized (gains)/losses relating to instruments still held at the reporting date	838,883	1,528,412
Net purchases, issuances and settlements	0	0
Net transfers in and/or out of Level 3	0	0
Balance, end of period	3,126,206	2,287,323
Warrant Liability [Member]
Derivatives:
Balance, Beginning of year	6,287,598	1,692,708
Net Realized Gains/(Losses)	0	0
Net Unrealized (gains)/losses relating to instruments still held at the reporting date	(743,762)	4,594,890
Net purchases, issuances and settlements	400,141	0
Net transfers in and/or out of Level 3	0	0
Balance, end of period	$ 5,943,977	$ 6,287,598

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,161,342)	$ (7,832,970)
Adjustment to reconcile net loss to net cash (used in) operating activities
Change in derivative liabilities	95,121	6,123,302
Interest expense from derivative instruments	609,000	475,621
Loss from sale of fixed assets, net	0	14,606
	0	7,863
Employee stock option expense	83,875	65,744
Amortization of prepaid compensation	53,125	0
Provision for doubtful accounts	11,131	(58,234)
Depreciation and amortization	238,043	609,797
Changes in operating assets and liabilities
Accounts receivable	(153,514)	101,280
Prepaid expenses	(14,966)	25,421
Other assets	(31,348)	(17,484)
Accounts payable and accrued expenses	775,251	663,530
Patent settlement liability	(260,591)	(194,032)
Deferred revenue	(697,548)	(158,356)
Net cash (used in) operating activities	(2,453,763)	(173,912)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment	0	50,000
Payments to acquire business, net of cash acquired	(386,545)	0
Purchase of property and equipment	(353,775)	(157,882)
Net cash (used in) investing activities	(740,320)	(107,882)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable	0	(131,800)
Proceeds from revolving line of credit	3,500,000	0
Net cash provided by/(used in) financing activities	3,500,000	(131,800)
Effect of exchange rate changes on cash and cash equivalents	(18,512)	(15,378)
Net increase/(decrease) in cash and cash equivalents	287,405	(428,972)
Cash and cash equivalents at beginning of period	873,315	1,302,287
Cash and cash equivalents at end of period	1,160,720	873,315
Cash paid during the period for:
Income taxes	94,122	63,814
Interest	835,154	1,331,956
Non-cash transactions
Common stock issued for the acquisition of Promasys B.V.	385,900
Notes Payable Issued for Existing Notes Payable [Member]
Non-cash transactions
Debt conversion, Notes Issued	3,501,366	0
Promissory Notes Issued for Accrued Interest [Member]
Non-cash transactions
Debt conversion, Notes Issued	529,000	0
Promasys B.V. [Member]
Non-cash transactions
Common stock issued for the acquisition of Promasys B.V.	$ 385,900	$ 0

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Consolidated Balance Sheets (Parentheticals) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Series B Preferred Stock [Member]	Dec. 31, 2012 Series B Preferred Stock [Member]	Dec. 31, 2013 Series C Preferred Stock [Member]	Dec. 31, 2012 Series C Preferred Stock [Member]	Dec. 31, 2013 Series A Preferred Stock [Member]	Dec. 31, 2012 Series A Preferred Stock [Member]
Allowance for doubtful accounts (in Dollars)	$ 65,341	$ 84,210
Notes payable related parties noncurrent, discount (in Dollars)	447,666	656,524
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000	230,000	230,000	747,500	747,500	5,000,000	5,000,000
Preferred stock, shares undesignated (in Dollars)	3,772,500	3,772,500
Preferred stock, shares issued			0	0	0	0	4,125,224	4,125,224
Preferred stock, shares outstanding			0	0	0	0	4,125,224	4,125,224
Preferred stock, liquidation preference (in Dollars)			$ 0	$ 0	$ 0	$ 0	$ 4,125,224	$ 4,125,224
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	90,104,659	86,598,659
Common stock, shares outstanding	90,104,659	86,598,659
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001

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Note 10 - Convertible Notes Payable

12 Months Ended

Dec. 31, 2013

Convertible Debt Disclosure [Abstract]

Convertible Debt Disclosure

NOTE 10                CONVERTIBLE NOTES PAYABLE

The following table summarizes the convertible debt outstanding as of December 31, 2013.

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2013		Allocated discount		discount amortized		December 31, 2013		December 31, 2013		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		160,000		160,000		44,024		44,024		-0-		160,000		-0-		-0-		160,000		-0-
12/16/2008	1/1/2016		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	-	$	75,000	$	9,125,000	$	465,000

 The following table summarizes the convertible debt outstanding as of December 31, 2012.

						Principal						Discount		Carrying		Carrying amount
						at				Total		at		amount at		Short term				Long term
Date of issuance	Maturity date	Interest rate		Original principal		December 31, 2012		Allocated discount		discount amortized		December 31, 2012		December 31, 2012		Related		Non related		Related		Non related
8/1/1999	6/30/2004		10%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
8/29/2008	1/1/2015		10%		150,000		150,000		135,600		135,600		-0-		150,000		-0-		-0-		150,000		-0-
8/29/2008	1/1/2016		10%		2,120,000		1,770,000		1,916,480		1,916,480		-0-		1,770,000		-0-		-0-		1,770,000		-0-
12/16/2008	12/16/2013		12%		160,000		160,000		44,024		44,024		-0-		160,000		160,000		-0-		-0-		-0-
12/16/2008	1/1/2014		12%		200,000		200,000		55,030		55,030		-0-		200,000		-0-		-0-		-0-		200,000
12/16/2008	1/1/2015		12%		100,000		100,000		27,515		27,515		-0-		100,000		-0-		-0-		-0-		100,000
12/16/2008	1/1/2016		12%		4,615,000		4,520,000		1,243,681		1,243,681		-0-		4,520,000		-0-		-0-		4,505,000		15,000
9/30/2009	1/1/2016		12%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
12/31/2009	1/1/2016		12%		1,490,000		1,490,000		935,720		935,720		-0-		1,490,000		-0-		-0-		1,440,000		50,000
Total				$	11,097,500	$	9,665,000	$	4,884,450	$	4,884,450	$	-0-	$	9,665,000	$	160,000	$	75,000	$	8,965,000	$	465,000

10% Convertible Notes

During 1999, the Company issued 10% Convertible Notes payable in the amount of $862,500 pursuant to a Confidential Private Placement Memorandum.  There were costs of $119,625 associated with this offering. The net proceeds to the Company were $742,875.  The notes bear interest at ten percent annually, payable semi-annually.  The notes were convertible after maturity, which was June 30, 2004, into shares of common stock of the Company at $1.25 per share. We are in default in the payment of principal and interest. As of December 31, 2013, approximately $787,500 of the Convertible Notes had been repaid in cash or converted into 1,495,179 shares of common stock of the Company leaving an outstanding principal balance of $75,000.  There was $109,748 of accrued interest at December 31, 2013.

Secured Convertible Debentures

On September 30, 2009, the Company sold an aggregate of $1,400,000 principal amount 12% Secured Convertible Debentures (the “Debentures”) and common stock purchase warrants (the “Warrants”) to purchase an aggregate of 5,600,000 shares of our common stock exercisable at a price of $0.25 per share for four years subsequent to the closing of the transaction to four accredited investors including our CEO and Director, Cornelis, F. Wit.   The Company received net proceeds of $1,400,000.  The Debentures, which bear interest at 12% per annum, matured on March 30, 2011. The Debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.25 per share.  On March 30, 2011, the Company repaid $200,000 of the outstanding principal amounts owed and extended $1,200,000 of the convertible notes until April 1, 2013, including $1,100,000 in convertible notes held by our CEO and Director, Cornelis F. Wit. The Company also extended the expiration date of the warrants associated with the September 2009 offering.  On February 22, 2013, the Company and two lenders extended $1,200,000 of the convertible notes until January 1, 2016, including $1,100,000 in convertible notes held by our CEO and Director, Cornelis F. Wit. The expiration date of the warrants associated with the September 2009 offering was also extended to January 1, 2016.

Convertible Debentures

On August 29, 2008, the Company sold $2,270,000 of convertible debentures and warrants to purchase an aggregate of 4,540,000 shares of our common stock to four accredited investors including our CEO and Director, Cornelis F. Wit, and one of our Directors. The convertible debentures, which bear interest at 10% per annum, were due on August 29, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, two Affiliates of the Company extended $1,920,000 of the convertible debentures until August 29, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013 the Company and Mr. van Kesteren extended the maturity date of $150,000 of the convertible debentures due to our Director, Guus van Kesteren to January 1, 2015. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015. On February 22, 2013 the Company and Mr. Wit extended the maturity date of $1,770,000 of the convertible debentures due to our CEO and Director, Cornelis F. Wit, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

 On December 16, 2008, we sold $5,075,000 of convertible debentures and warrants to purchase an aggregate of 10,150,000 shares of our common stock to eleven accredited investors including our CEO and Director, Cornelis F. Wit, our COO and President, Stephen E. Johnson, our Chairman and CTO, Randall G. Smith, our CFO, Ronald T. Linares, and four of our Directors. The convertible debentures, which bear interest at 12% per annum, were due on December 16, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009 Affiliates of the Company extended $4,980,000 of Convertible Notes until December 16, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013 the Company and the lenders agreed to extend the maturity date of $4,505,000 of the convertible debentures including $4,475,000 due to our CEO and Director, Cornelis F. Wit, $25,000 due to our COO and President, Stephen E. Johnson, and $5,000 due to our Chairman and CTO, Randall G. Smith, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016. On February 27, 2013 the Company and Mr. Veatch extended the maturity date of $15,000 of convertible debentures issued to our former Director, Matthew Veatch, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016. On March 6, 2013, the Company and one of the lenders agreed to extend the maturity date of $200,000 of convertible debentures to January 1, 2014. The expiration date of the warrants associated with the debentures was also extended to January 1, 2014. On March 12, 2013, the Company and one of the lenders agreed to extend the maturity date of $100,000 of convertible debentures to January 1, 2015. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015. In December 2013, the Company and two lenders agreed to extend the maturity date of $360,000 of convertible debentures, including $160,000 due to our Director, Guus van Kesteren, to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On December 31, 2009, the Company sold an aggregate of $1,490,000 principal amount 12% Convertible Debentures (the “Debentures”) and common stock purchase warrants (the “Warrants”) to purchase an aggregate of 5,960,000 shares of our common stock exercisable at a price of $0.25 per share for four years subsequent to the closing of the transaction to three accredited investors including our CEO and Director, Cornelis F. Wit.  The Company received net proceeds of $1,490,000.  The Debentures, which bear interest at 12% per annum, matured on June 30, 2011. The Debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.25 per share.  On September 30, 2011, the Company extended all $1,490,000 of the convertible notes until October 1, 2013, including $1,440,000 in convertible notes held by our CEO and Director, Cornelis F. Wit.  The Company also extended the expiration date of the warrants associated with the December 2009 offering until December 31, 2015.  On February 22, 2013, the Company extended all $1,490,000 of the convertible notes until January 1, 2016, including $1,440,000 in convertible notes held by our CEO and Director, Cornelis F. Wit.  The Company also extended the expiration date of the warrants associated with the December 2009 offering until January 1, 2016.

The payments required at maturity under the Company’s outstanding convertible debt at December 31, 2013 are as follows:

2014	$	75,000
2015		250,000
2016		9,340,000
Total	$	9,665,000

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 28, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	OMNICOMM SYSTEMS INC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		90,104,659
Entity Public Float			$ 15,980,081
Amendment Flag	false
Entity Central Index Key	0001034592
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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Note 11 - Fair Value Measurement

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

NOTE 11:              FAIR VALUE MEASUREMENT

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but its provisions apply to all other accounting pronouncements that require or permit fair value measurement.

ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

• Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

•  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

•  Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

A.	Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
B.	Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method
C.	Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)

The Company also adopted the provisions of ASC 825, Financial Instruments. ASC 825 allows companies to choose to measure eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to re-measure any of its existing financial assets or liabilities under the provisions of this Statement and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2013 and December 31, 2012.

The Company’s financial assets or liabilities subject to ASC 820 as of December 31, 2013 include the conversion feature and warrant liability associated with convertible debentures issued during fiscal 2008 and 2009, the warrants issued during 2011 and 2013 that are associated with notes payable that were issued to our CEO and Director, Cornelis F. Wit, and the value of Intellectual Property and a customer list associated with the acquisition of Promasys B. V. during 2013. The conversion feature and warrants were deemed to be derivatives (the “Derivative Instruments”) since a fixed conversion price cannot be determined for either of the Derivative Instruments due to anti-dilution provisions embedded in the offering documents for the convertible debentures. The derivative instruments were not issued for risk management purposes and as such are not designated as hedging instruments under the provisions of ASC 815 Disclosures about Derivative Instruments and Hedging Activities. See Note 10 – Convertible Notes Payable.

Following is a description of the valuation methodologies used to determine the fair value of the Company’s financial assets including the general classification of such instruments pursuant to the valuation hierarchy.

A summary as of December 31, 2013 of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2013		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	3,126,206	$	-0-	$	-0-	$	3,126,206
Warrant liability		5,943,977		-0-		-0-		5,943,977
Total of derivative liabilities	$	9,070,183	$	-0-	$	-0-	$	9,070,183

(1)   The fair value of the derivative instruments was estimated using the Income Approach and the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2013

(2)   The fair value at the measurement date is equal to their carrying value on the balance sheet

	Significant valuation assumptions of derivative instruments at December 31, 2013
Risk free interest rate		0.12%	to	0.13%
Dividend yield			0.00%
Expected volatility		166.7%	to	217.1%
Expected life (range in years)
Conversion feature liability		1.00	to	2.00
Warrant liability		1.00	to	2.25

A summary as of December 31, 2013 of the fair value of assets measured at fair value on a non recurring basis follows:

	Carrying amount December 31,		Carrying amount December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		2013		(Level 1)		(Level 2)		(Level 3)
Acquired assets (3)
Promasys B.V. customer lists (4)	$	-0-	$	134,739	$	-0-	$	-0-	$	136,253
Promasys B.V. software code (4)		-0-		70,512		-0-		-0-		72,943
Promasys B.V. URLs/website (4)		-0-		64,991		-0-		-0-		68,814
Promasys B.V. goodwill (4)		-0-		675,710		-0-		-0-		675,710
	$	-0-	$	945,952	$	-0-	$	-0-	$	953,720

(3)   The fair value of the Acquired Assets was estimated using the Income Approach with a discounted cash flow valuation methodology applied.

(4)   The acquired Promasys B.V. software code, customer list and URLs/website are not measured on a recurring basis since their initial fair value has been deemed to have a finite life and is being amortized periodically. Instead the Company performs an impairment analysis on a quarterly basis in order to determine whether the carrying value of the assets reflects the fair value of the assets in a market based transaction.

The Company’s goodwill and other identifiable intangible assets with indefinite lives are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3).

Goodwill and other identifiable intangible assets with indefinite lives are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets and identifiable intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that amounts may not be recoverable. If the testing performed indicates that impairment has occurred, the Company will record a noncash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

The table below presents the fair value of the Goodwill as of December 31, 2013 and December 31, 2012.

	December 31, 2013		December 31, 2012
(Level 3)
Goodwill	$	675,710	$	-0-

Other identifiable intangible assets, which are subject to amortization, are being amortized using the straight-line method over their estimated useful lives ranging from 3 to 15 years. The Impairment or Disposal of Long-Lived Asset subsection of the Property, Plant and Equipment Topic of the FASB ASC, requires us to test the recoverability of long-lived assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In testing for potential impairment, if the carrying value of the asset group exceeds the expected undiscounted cash flows, we must then determine the amount by which the fair value of those assets exceeds the carrying value and determine the amount of impairment, if any.

A summary as of December 31, 2012 of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	2,287,323	$	-0-	$	-0-	$	2,287,323
Warrant liability		6,287,598		-0-		-0-		6,287,598
Total of derivative liabilties	$	8,574,921	$	-0-	$	-0-	$	8,574,921

(1) The fair value of the derivative instruments was estimated using the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2012

(2) The fair value at the measurement date is equal to their carrying value on the balance sheet

Significant valuation assumptions of derivative instruments at December 31, 2012
Risk free interest rate	0.18%	to	0.36%
Dividend yield		0.00%
Expected volatility	218.2%	to	259.1%
Expected life (range in years)
Conversion feature liability	0.25	to	0.96
Warrant liability	0.66	to	3.25

	Other income for the year ended
	December 31, 2013			December 31, 2012
The net amount of (losses) for the period included in earnings attributable to the unrealized loss from changes in derivative liabilities at the reporting date	$	(95,121	)	$	(6,123,302	)
Total unrealized (losses) included in earnings	$	(95,121	)	$	(6,123,302	)

The tables below set forth a summary of changes in fair value of the Company’s Level 3 financial liabilities at fair value for the years ended December 31, 2013 and December 31, 2012. The tables reflect gains and losses for all financial liabilities at fair value categorized as Level 3 as of December 31, 2013 and December 31, 2012.

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date			Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2013
Derivatives:
Conversion feature liability	$	2,287,323	$	-0-	$	838,883		$	-0-	$	-0-	$	3,126,206
Warrant liability		6,287,598		-0-		(743,762	)		400,141		-0-		5,943,977
Total of derivative liabilties	$	8,574,921	$	-0-	$	95,121		$	400,141	$	-0-	$	9,070,183

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date		Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2012
Derivatives:
Conversion feature liability	$	758,911	$	-0-	$	1,528,412	$	-0-	$	-0-	$	2,287,323
Warrant liability		1,692,708		-0-		4,594,890		-0-		-0-		6,287,598
Total of derivative liabilties	$	2,451,619	$	-0-	$	6,123,302	$	-0-	$	-0-	$	8,574,921

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Note 15 - Employee Equity Incentive Plans (Details) - Stock Option Activity (USD $)	1 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2010 Beginning of Period [Member]	Dec. 31, 2011 End of Period [Member]	Dec. 31, 2010 End of Period [Member]
Note 15 - Employee Equity Incentive Plans (Details) - Stock Option Activity [Line Items]
Outstanding at December 31, 2011			11,158,000	10,452,500
Outstanding at December 31, 2011			$ 0.37	$ 0.36
Outstanding at December 31, 2011			2 years 189 days	1 year 255 days	1 year 248 days
Outstanding at December 31, 2011			$ 0	$ 149,598
Number of shares				5,745,000	10,452,500
Weighted average exercise price (per share)				$ 0.29	$ 0.36
Weighted average remaining contractual term (in years)			2 years 189 days	1 year 255 days	1 year 248 days
Aggregate intrinsic value				93,945	149,598
Vested and exercisable at December 31, 2013		4,924,166
Vested and exercisable at December 31, 2013		$ 0.32
Vested and exercisable at December 31, 2013		1 year 153 days
Vested and exercisable at December 31, 2013		$ 67,737
Number of shares			425,000	350,000
Weighted average exercise price (per share)			$ 0.12	$ 0.17
Number of shares	11,000		(265,000)	(100,000)
Weighted average exercise price (per share)			$ 0.20	$ 0.18
Number of shares			(865,500)	(4,957,500)
Weighted average exercise price (per share)			$ 0.43	$ 0.42

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Note 17 - Subsequent Events (Details) (USD $)	12 Months Ended			0 Months Ended				0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Mar. 18, 2013	Jan. 02, 2014 Subsequent Event [Member] Accrued and Unpaid Interest [Member] CEO and Director Cornelis F. Wit [Member]	Jan. 02, 2014 Subsequent Event [Member] CEO and Director Cornelis F. Wit [Member] Promissory Notes Issued [Member]	Jan. 02, 2014 Subsequent Event [Member] CEO and Director Cornelis F. Wit [Member]	Jan. 02, 2014 Subsequent Event [Member] Promissory Note Repaid [Member]	Jan. 02, 2014 Subsequent Event [Member]	Dec. 31, 2011 CEO and Director Cornelis F. Wit [Member]
Note 17 - Subsequent Events (Details) [Line Items]
Debt Instrument, Face Amount					$ 980,000		$ 17,500
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)						3,920,000			6,400,000
Related Party Transaction, Amounts of Transaction				980,000
Debt Instrument, Interest Rate, Stated Percentage			2.00%			12.00%	12.00%		12.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)						0.25			0.25
Proceeds from Lines of Credit	$ 3,500,000	$ 0						$ 500,000

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Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenues	$ 13,887,520	$ 14,818,479
Reimbursable revenues	444,320	733,784
Total revenues	14,331,840	15,552,263
Cost of goods sold	2,560,191	2,762,081
Reimbursable expenses-cost of goods sold	351,022	451,576
Gross margin	11,420,627	12,338,606
Operating expenses
Salaries, benefits and related taxes	8,758,276	8,335,565
Rent and occupancy expenses	894,121	881,503
Consulting services	157,905	152,297
Legal and professional fees	265,251	278,427
Travel	534,135	442,030
Telephone and internet	187,078	165,877
Selling, general and administrative	851,642	931,269
Bad debt expense	11,131	(58,234)
Depreciation expense	230,323	377,680
Amortization expense	7,720	232,117
Total operating expenses	11,897,582	11,738,531
Operating income/(loss)	(476,955)	600,075
Other income/(expense)
Interest expense	(150,410)	(116,531)
Interest expense, related parties	(2,339,702)	(2,108,749)
Interest income	9	237
Change in derivative liabilities	(95,121)	(6,123,302)
Loss on sale of fixed assets	0	(22,106)
Transaction gain/(loss)	(5,041)	1,220
(Loss) before income taxes	(3,067,220)	(7,769,156)
Income taxes	(94,122)	(63,814)
Net (loss)	(3,161,342)	(7,832,970)
Preferred stock dividends in arrears
Preferred stock dividends	(206,261)	(229,517)
Net (loss) attributable to common stockholders	(3,367,603)	(8,062,487)
Net (loss) per share
Basic and diluted (in Dollars per share)	$ (0.04)	$ (0.09)
Weighted average number of shares outstanding
Basic and diluted (in Shares)	87,969,202	86,522,332
Cost of Goods Sold, Including Reimbursable Expenses [Member]
Cost of goods sold	2,911,213	3,213,657
Preferred Class A [Member]
Preferred stock dividends in arrears
Preferred stock dividends	$ (206,261)	$ (229,517)

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Note 5 - Property and Equipment, Net

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 5:                PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

	December 31, 2013						December 31, 2012
	Cost		Accumulated depreciation		Net book value		Cost		Accumulated depreciation		Net book value		Estimated useful life (years)
Computer & office equipment	$	1,822,098	$	1,326,256	$	495,842	$	1,519,617	$	1,181,451	$	338,166		5
Leasehold improvements		93,812		75,735		18,077		92,686		68,044		24,642		5
Computer software		1,556,497		1,477,801		78,696		1,502,524		1,403,705		98,819		3
Office furniture		114,373		99,555		14,818		110,780		90,604		20,176		5
Total	$	3,586,780	$	2,979,347	$	607,433	$	3,225,607	$	2,743,804	$	481,803

Depreciation expense for the years ended December 31, 2013 and December 31, 2012 was $230,323 and $377,680, respectively.

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Note 4 - Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 4                  EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share were calculated using the weighted average number of shares outstanding of 87,969,202 and 86,522,332 for the years ended December 31, 2013 and December 31, 2012, respectively.

Antidilutive shares aggregating 79,546,913 and 82,069,096 have been omitted from the calculation of dilutive earnings/(loss) per share for the years ended December 31, 2013 and December 31, 2012 respectively as the shares were antidilutive. Provided below is the reconciliation between numerators and denominators of the basic and diluted earnings/(loss) per shares:  There were no differences between basic and diluted earnings/(loss) per share.  The table below provides a reconciliation of anti-dilutive securities outstanding as of December 31, 2013 and December 31, 2012, respectively.

Anti-Dilutive Security	December 31, 2013		December 31, 2012
Preferred stock		2,750,149		2,750,149
Employee stock options		5,745,000		10,452,500
Warrants		44,728,873		43,212,873
Convertible notes		24,620,000		24,620,000
Shares issuable for accrued interest		1,702,891		1,033,574
Total		79,546,913		82,069,096

The employee stock options are exercisable at prices ranging from $0.045 to $0.69 per share.  The exercise price on the stock warrants range from $0.25 to $0.60 per share.  Shares issuable upon conversion of Convertible Debentures have conversion prices ranging from $0.25 to $0.50 per share.

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

For the year ended
	December 31, 2013								December 31, 2012
	Income (loss) numerator			Shares denominator		Per-share amount			Income (loss) numerator			Shares denominator		Per-share amount
Basic EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)
Effect of dilutive securities - none		-0-			-0-		-0-			-0-			-0-		-0-
Diluted EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)

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Note 16 - Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 16:              INCOME TAXES

A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate to the income before provision for income taxes is as follows:

	December 31, 2013			December 31, 2012
Federal statutory rate applied to loss before income taxes	$	(1,154,195	)	$	(2,923,533	)
Increase/(decrease) in income taxes results from:
Current tax expense		94,122			63,814
Non deductible expenses		296,783			2,509,532
Change in deferred assets		71,274			82,209
Change in valuation allowance		786,138			331,792
Income tax expense	$	94,122		$	63,814

The components of income tax expense (benefit) for the years ended:

	December 31, 2013			December 31, 2012
Current tax expense:	$	94,122		$	63,814
Deferred tax expense/(benefit):
Bad debt allowance		7,100			21,913
Operating loss carryforward		(864,512	)		(435,914	)
Patent litigation settlement		71,274			82,209
		(786,138	)		(331,792	)
Valuation allowance		786,138			331,792
Total tax expense	$	94,122		$	63,814

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:

	December 31, 2013			December 31, 2012
Amortization of intangibles	$	283,698		$	283,698
Bad debt allowance		23,615			30,715
Patent litigation liability accrual		315,408			386,682
Operating loss carryforwards		18,220,482			17,355,970
Gross deferred tax assets		18,843,203			18,057,065
Valuation allowance		(18,843,203	)		(18,057,065	)
Net deferred tax liability/(asset)	$	-0-		$	-0-

The Company has net operating loss carry forwards (NOL) for income tax purposes of approximately $50,666,197.  This loss is allowed to be offset against future income until the year 2033 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 substantial losses incurred through December 31, 2013.  The change in the valuation allowance for the year ended December 31, 2013 was an increase of $786,138. The Company's tax returns for the prior three years remain subject to examination by major tax jurisdictions.

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Note 12 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 12:              COMMITMENTS AND CONTINGENCIES

The Company currently leases office space under operating leases for its office locations and has several operating leases related to server and network co-location and disaster recovery for its operations.  The minimum future lease payments required under the Company’s operating leases at December 31, 2013 are as follows:

2014	$	537,630
2015		502,131
2016		279,174
2017		53,699
2018		5,849
Total	$	1,378,483

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 leases.  Rent expense was $894,121 and $881,503 for the years ended December 31, 2013 and December 31, 2012, respectively.

The Company’s corporate office lease expires in September 2016.  The Company’s lease on its New Jersey field office expires in February 2016.   The Company currently operates its wholly-owned subsidiary, OmniComm Ltd., in the United Kingdom under the terms of a lease that expires in September 2016.  The Company currently operates its wholly-owned subsidiary, OmniComm Europe, GmbH, in Germany under the terms of a lease that expires in July 2015. The Company currently operates its wholly-owned subsidiary, Promasys B.V., in the Netherlands under the terms of a lease that expires in October 2018.

LEGAL PROCEEDINGS

From time to time the Company may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2013, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

PATENT LITIGATION SETTLEMENT

On April 9, 2009, we entered into a Settlement and License Agreement with DataSci, LLC (“DataSci”) which relates to a lawsuit filed on September 18, 2008 in the United States District Court for the District of Maryland by DataSci against OmniComm alleging infringement of a U.S. Patent No. 6,496,827 B2 entitled “Methods and Apparatus for the Centralized Collection and Validation of Geographically Distributed Clinical Study Data with Verification of Input Data to the Distributed System” (“Licensed Patent”) claimed to be owned by DataSci. Pursuant to the agreement, the parties entered into a Stipulated Order of Dismissal of the lawsuit filed by DataSci and DataSci granted us a worldwide, non-exclusive non-transferable right and license under the Licensed Patent, the subject of the claim, and the right to sublicense TrialMaster on a Technology Transfer and Technology Transition basis. The license expressly excludes the right to make, use, sell, import, market, distribute, oversee the operation of, or service systems covered by, a claim (if any) of the Licensed Patent to the extent such systems are used for creating and managing source documentation and conducting remote data validation in clinical trial studies using a tablet PC with stylus, touch screen device, digitizing tablet, digitizer pen, or similar mobile processing device (“Digitizing Device”), wherein the source documentation is electronic and is completed using a Digitizing Device. Under the terms of the license, we are obligated to pay royalties quarterly for sales of Licensed Products, as defined therein,  from January 1, 2009 until the expiration of the Licensed Patent equal to two percent (2%) of OmniComm’s annual Gross Revenues or, alternatively, the annual minimum royalty payment(s), whichever is greater.  The remaining minimum royalty payments per year are as follows:

2014	$	450,000
2015		450,000
2016		450,000
2017		450,000
Total	$	1,800,000

In conjunction with the acquisition of the eResearch Technology, Inc. EDC assets, the Company entered into the First Amendment to Settlement and Licensing Agreement with DataSci, LLC in June 2009 to provide for license payments totaling $300,000 to DataSci over the next three years for the EDC assets acquired in that transaction.  The Company began making annual payments of $100,000 to DataSci beginning in July 2009 and has to-date made payments totaling $200,000.

During the years ended December 31, 2013 and December 31, 2012, respectively, the Company recorded a charge to earnings of  $189,408 and $218,467 respectively,  which amounts represent (1) the amount of additional license expense incurred above the stipulated minimum in the DataSci License Agreement during the years ended December 31, 2013 and December 31, 2012 and (2) the accretion of the difference between the total stipulated annual minimum royalty payments and the recorded present value accrual of the annual minimum royalty payments.

EMPLOYMENT AGREEMENTS

In December 2013, we renewed an employment agreement with Mr. Cornelis F. Wit to serve as our Chief Executive Officer through December 31, 2014. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Wit or the Company ninety days prior to the end of the term.  Mr. Wit receives an annual salary of $192,780 payable in cash and/or stock plus a bonus tied to our operating results. As part of the agreement incentive options are awardable under the agreement based upon sales and cash flow objectives.  In the event that we consummate a transaction with a third party resulting in the sale, merger, consolidation, reorganization or other business combination involving all or a majority of our business, assets or stock, whether effected in one transaction or a series of transactions due to the initiative of Mr. Wit (whether or not during the term of the agreement), Mr. Wit will receive a fee equal to 2% of the aggregate consideration.   The agreement also provides, among other things, for participation in employee benefits available to employees and executives.  Under the terms of the agreement, we may terminate Mr. Wit’s employment upon 30 days notice of a material breach and Mr. Wit may terminate the agreement under the same terms and conditions.  The employment agreement contains customary non-disclosure provisions, as well as a one year non-compete clause if Mr. Wit leaves the company voluntarily or a six month non-compete clause following his termination by us.

In December 2013, we renewed our employment agreement with Mr. Randall Smith to serve as our Chief Technology Officer.  As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Smith or the Company ninety days prior to the end of the term. Under the terms of the agreement, as compensation for his services, Mr. Smith receives an annual salary of $305,235 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive a bonus based upon achieving technology related milestones.  The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives.  Under the terms of the agreement, we may terminate the employment of Mr. Smith upon 30 days notice of a material breach and Mr. Smith may terminate the agreement under the same terms and conditions.  If Mr. Smith is terminated by us for any reason other than for cause, we must pay him severance benefits equal to six month’s salary.  The employment agreement contains customary non-disclosure provisions, as well as a one year non-competition restriction following the termination of the agreement.

In September 2013, we renewed our employment agreement with Mr. Stephen Johnson to serve as our President and Chief Operating Officer.  As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Johnson or the Company ninety days prior to the end of the term. Under the terms of this agreement, Mr. Johnson receives an annual salary of $305,235.   The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives.  Under the terms of the agreement, we may terminate the employment of Mr. Johnson upon 30 days notice of a material breach and Mr. Johnson may terminate the agreement under the same terms and conditions.  If Mr. Johnson is terminated by us for any reason other than for cause, we must pay him severance benefits equal to three month’s salary for every year of service up to a maximum of twelve months salary.  The employment agreement contains customary non-disclosure provisions as well as a one year non-compete clause if Mr. Johnson leaves the company voluntarily or a six month non-compete clause following his termination by us.

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Note 15 - Employee Equity Incentive Plans (Details) - Weighted Average Grant Date Fair Value Activity (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Weighted Average Grant Date Fair Value Activity [Abstract]
Stock options granted during the year ended December 31,	$ 0.17	$ 0.11
Stock options vested during the year ended December 31,	$ 0.11	$ 0.09
Stock options forfeited during the year ended December 31,	$ 0.29	$ 0.32

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Note 8 - Promasys B.V. Acquisition (Promasys B.V. [Member])

12 Months Ended

Dec. 31, 2013

Promasys B.V. [Member]

Note 8 - Promasys B.V. Acquisition [Line Items]

Business Combination Disclosure [Text Block]

NOTE 8:     PROMASYS B.V. ACQUISITION

On November 11, 2013, with economic effect as of October 31, 2013, we acquired 100% of the capital stock of Promasys B.V., a privately held Netherlands company, from the 4 shareholders of Promasys B.V. pursuant to a share purchase agreement and as a result, Promasys B.V. became our wholly owned subsidiary. Promasys B.V. is involved in the development and marketing of software and services relating to clinical data management (“Business”).  Since its establishment in 2004, Promasys B.V. has built an international customer base, with a focus on the academic market and a strong presence in Asia. As consideration for the acquisition, we paid an aggregate of 435,998 euros (approximately $593,000) to one of the shareholders of Promasys B.V and issued an aggregate of 2,270,000 shares of our common stock to the other 3 shareholders of Promasys B.V. On the same day, and in connection with the share purchase agreement, we also entered into an employment agreement with one of the shareholders and a management agreement with the principal of a second shareholder pursuant to which, among other things, the individuals shall continue providing services to us as it relates to the Business. The foregoing description of the share purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which we have filed as Exhibit 10.71 to this Annual Report on Form 10K.

In conjunction with the share purchase agreement of the capital stock of Promasys B.V., effective October 31, 2013, our Board of Directors appointed Dr. Adam F. Cohen to serve on our Board of Directors. It is expected that Dr. Cohen will be a member of the Compensation and Governance and Nominating Committees. Dr. Cohen, age 61, has no family relationships with any of the executive officers or directors of the Company. Dr. Cohen was a director of Promasys B. V. and held a 10% equity interest in Promasys B.V. prior to the acquisition. He received 790,000 shares of OmniComm’s common shares in exchange for his interest in Promasys B.V. Other than the acquisition of Promasys B.V. there have been no related party transactions in the past two years in which the Company or any of its subsidiaries was or is to be a party, in which Dr. Cohen had, or will have, a direct or indirect material interest.

Dr. Cohen currently serves as the CEO of CHDR, a clinical research unit based in Leiden in the Netherlands. Dr. Cohen graduated in Pharmacy and Medicine from Leiden University. He subsequently joined the department of Clinical Pharmacology of the Wellcome Research Laboratories in Beckenham, UK where he obtained experience in early drug development. This work led to a PhD thesis about the development of an antihistamine (acrivastine) and an antiepileptic (lamotrigine). Further training in internal medicine was obtained at King’s College Hospital in London. Phase II-III drug development experience was obtained as European Clinical project leader for t-PA at Wellcome. He is a professor of Clinical Pharmacology at Leiden University and has a clinical attachment at the department of nephrology at Leiden University Medical Centre. He is author of more than two hundred publications about a wide range of clinical pharmacological subjects. He is executive editor of the British Journal of Clinical Pharmacology.

We accounted for the acquisition of Promasys B.V as a business combination and accordingly accounted for the acquisition under Statement of Financial Accounting Standards No. 141, Business Combinations (“SFAS 141”) (Codified within ASC 805, Business Combinations). We allocate the purchase price to the assets acquired and the liabilities assumed based on their estimated fair values on the date of the acquisition. The difference between the fair value of the net assets acquired and the purchase price is recorded as goodwill. We record the operating results of the acquired business in our consolidated statements of operations from the date of acquisition.

The table below summarizes the amounts of the assets acquired and liabilities assumed that were recognized at the acquisition date.

Cash	$	215,571
Receivables	$	216,287
Property and equipment	$	2,178
Identifiable intangibles	$	276,356
Goodwill	$	671,689
Total assets acquired	$	1,382,081
Accounts payable	$	(170,339	)
Deferred revenue	$	(229,353	)
Net asssets acquired	$	982,389

The below table provides unaudited pro-forma results as if the acquistion had occurred effective January 1, 2012.

	(Unaudited) For the year ended December 31,
	2013			2012
Gross revenues	$	15,119,861		$	16,002,612
Total expenses		18,145,210			23,988,611
Net income (loss) before taxes	$	(3,025,349	)	$	(7,985,999	)
Net income (loss) per share	$	(0.04	)	$	(0.09	)
Weighted average number of shares outstanding
Basic and Diluted		89,866,051			88,792,332

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Note 10 - Convertible Notes Payable (Details) - Convertible Debt (USD $)																																																																																																																											12 Months Ended
	Dec. 31, 2013	Mar. 18, 2013	Dec. 31, 2012	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Related Party [Member] Total [Member]	Dec. 31, 2012 Related Party [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Total [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Total [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Related Party [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Related Party [Member] Total [Member]	Dec. 31, 2012 Related Party [Member] Total [Member]	Dec. 31, 2012 Related Party [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Related Party [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Convertible Notes Payable [Member] Total [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Total [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Convertible Notes Payable [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Principal Outstanding [Member] Total [Member]	Dec. 31, 2012 Principal Outstanding [Member] Total [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Principal Outstanding [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Allocated Discount [Member] Total [Member]	Dec. 31, 2012 Allocated Discount [Member] Total [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Allocated Discount [Member] Convertible Notes Payable 12% 4,520,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 10% $862,500 [Member]	Dec. 31, 2013 Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 10% $150,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 10% $2,120,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% $100,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% $160,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% $200,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $4,915,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% $1,400,000 [Member]	Dec. 31, 2013 Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% $1,490,000 [Member]	Dec. 31, 2013 Total [Member]	Dec. 31, 2012 Total [Member]	Dec. 31, 2012 Convertible Note Payable 10% $862,500 [Member]	Dec. 31, 2012 Convertible Notes Payable 12% 4,520,000 [Member]
Debt Instrument [Line Items]
Maturity Date																																																																																																																											Jun. 30, 2004	Jan. 01, 2015	Jan. 01, 2015	Jan. 01, 2016	Jan. 01, 2016	Jan. 01, 2015	Jan. 01, 2015	Jan. 01, 2016	Dec. 16, 2013	Jan. 01, 2016	Jan. 01, 2014	Jan. 01, 2016	Jan. 01, 2016	Jan. 01, 2016	Jan. 01, 2016	Jan. 01, 2016			Jun. 30, 2004	Jan. 01, 2016
Interest Rate		2.00%																																																																																																																									10.00%	10.00%	10.00%	10.00%	10.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%			10.00%	12.00%
Original Principal																																																																																																																											$ 862,500	$ 150,000	$ 150,000	$ 2,120,000	$ 2,120,000	$ 100,000	$ 100,000	$ 160,000	$ 160,000	$ 200,000	$ 200,000	$ 4,615,000	$ 1,400,000	$ 1,400,000	$ 1,490,000	$ 1,490,000	$ 11,097,500	$ 11,097,500	$ 862,500	$ 4,615,000
Principal at Period End	9,665,000																																																																																		75,000	150,000	150,000	1,770,000	1,770,000	100,000	100,000	160,000	160,000	200,000	200,000	4,520,000	1,200,000	1,200,000	1,490,000	1,490,000	9,665,000	9,665,000	75,000	4,520,000																					75,000	150,000	150,000	1,770,000	1,770,000	100,000	100,000	160,000	160,000	200,000	200,000	4,520,000	1,200,000	1,200,000	1,490,000	1,490,000	9,665,000	9,665,000	75,000	4,520,000
Allocated Discount																																																																																																							0	135,600	135,600	1,916,480	1,916,480	27,515	27,515	44,024	44,024	55,030	55,030	1,243,681	526,400	526,400	935,720	935,720	4,884,450	4,884,450	0	1,243,681
Amortized Discount																																																																																																																											0	135,600	135,600	1,916,480	1,916,480	27,515	27,515	44,024	44,024	55,030	55,030	1,243,681	526,400	526,400	935,720	935,720	4,884,450	4,884,450	0	1,243,681
Discount at Period End	447,666		656,524																																																																																																																								0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Carrying Amount at Period End	9,665,000																																																																																		75,000	150,000	150,000	1,770,000	1,770,000	100,000	100,000	160,000	160,000	200,000	200,000	4,520,000	1,200,000	1,200,000	1,490,000	1,490,000	9,665,000	9,665,000	75,000	4,520,000																					75,000	150,000	150,000	1,770,000	1,770,000	100,000	100,000	160,000	160,000	200,000	200,000	4,520,000	1,200,000	1,200,000	1,490,000	1,490,000	9,665,000	9,665,000	75,000	4,520,000
Short Term Related	75,000		75,000	0	0	0	0	0	0	0	0	160,000	0	0	0	0	0	0	0	160,000	0	0	75,000	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	75,000	75,000	75,000	0
Short Term Non Related	75,000		75,000	0	0	0	0	0	0	0	0	160,000	0	0	0	0	0	0	0	160,000	0	0	75,000	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	75,000	75,000	75,000	0
Long Term Related	465,000		465,000																																								0	150,000	150,000	1,770,000	1,770,000	0	0	160,000	0	0	0	4,505,000	1,100,000	1,100,000	1,440,000	1,440,000	9,125,000	8,965,000	0	4,505,000	0	0	0	0	0	100,000	100,000	0	0	200,000	200,000	15,000	100,000	100,000	50,000	50,000	465,000	465,000	0	15,000
Long Term Non Related	$ 465,000		$ 465,000																																								$ 0	$ 150,000	$ 150,000	$ 1,770,000	$ 1,770,000	$ 0	$ 0	$ 160,000	$ 0	$ 0	$ 0	$ 4,505,000	$ 1,100,000	$ 1,100,000	$ 1,440,000	$ 1,440,000	$ 9,125,000	$ 8,965,000	$ 0	$ 4,505,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 100,000	$ 100,000	$ 0	$ 0	$ 200,000	$ 200,000	$ 15,000	$ 100,000	$ 100,000	$ 50,000	$ 50,000	$ 465,000	$ 465,000	$ 0	$ 15,000

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Note 6 - Intangible Assets, At Cost

12 Months Ended

Dec. 31, 2013

Disclosure Text Block [Abstract]

Intangible Assets Disclosure [Text Block]

NOTE 6:                INTANGIBLE ASSETS, AT COST

Intangible assets consist of the following:

	December 31, 2013						December 31, 2012
Asset	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value		Estimated useful life (years)
eClinical customer lists	$	1,392,701	$	1,392,701	$	-0-	$	1,392,701	$	1,392,701	$	-0-		3
Promasys B.V. customer lists		136,253		1,514		134,739		-0-		-0-		-0-		15
Promasys B.V. software code		72,943		2,431		70,512		-0-		-0-		-0-		5
Promasys B.V. URLs/Website		68,814		3,823		64,991		-0-		-0-		-0-		3
	$	1,670,711	$	1,400,469	$	270,242	$	1,392,701	$	1,392,701	$	-0-

Amortization expense was $7,720 and $232,117 for the years ended December 31, 2013 and December 31, 2012, respectively.  

Annual amortization expense for the Company’s intangible assets is as follows:

2014	$	46,610
2015		46,610
2016		42,788
2017		23,672
2018 and thereafter		110,562
Total	$	270,242

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Note 7 - Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 7:                ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

Account	December 31, 2013		December 31, 2012
Accounts payable	$	724,421	$	665,139
Accrued payroll and related costs		260,072		383,859
Other accrued expenses		88,292		124,154
Accrued interest		1,468,171		951,213
Total accounts payable and accrued expenses	$	2,540,956	$	2,124,365

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Note 9 - Line of Credit and Notes Payable

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 9:                LINES OF CREDIT AND NOTES PAYABLE

On March 18, 2013, the Company entered into a $2,000,000 revolving line of credit with The Northern Trust Company guaranteed by Cornelis F. Wit, CEO and Director. Mr. Wit receives 2.0% interest on the assets pledged for the line of credit. On December 18, 2013 the Company renewed the Line of Credit and increased the available balance to $4,000,000. The line of credit matures on December 17, 2014 and carries a variable interest rate based on the prime rate. At December 31, 2013, $3,500,000 was outstanding on the line of credit at an interest rate of 2.25%.

At December 31, 2013, the Company owed $5,667,865 in notes payable all of which are unsecured.  The table below provides details as to the terms and conditions of the notes payable.

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2013		Current		term		Current		term
12/31/2011	1/1/2015		12%	$	1,600,000	$	-0-	$	-0-	$	-0-	$	1,600,000
4/1/2012	1/1/2014		12%		17,500		17,500		-0-		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		20,000		-0-		-0-		-0-
1/1/2013	1/1/2016		12%		529,000		-0-		-0-		-0-		529,000
1/1/2013	1/1/2015		10%		308,561		-0-		308,561		-0-		-0-
1/1/2013	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
1/1/2013	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
2/1/2013	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
3/5/2013	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
4/1/2013	3/31/2016		12%		2,866,879		-0-		-0-		-0-		2,866,879
Discount on note payable							-0-		-0-		-0-		(447,666	)
Total				$	5,667,865	$	37,500	$	614,486	$	-0-	$	4,568,213

At December 31, 2012, the Company owed $5,138,866 in notes payable all of which are unsecured.  The table below provides details as to the terms and conditions of the notes payable.

				Ending
				principal		Non related party				Related party
Origination	Maturity	Interest		December 31,				Long				Long
date	date	rate		2012		Current		term		Current		term
12/31/2010	1/1/2015		10%	$	308,562	$	-0-	$	308,562	$	-0-	$	-0-
12/31/2010	1/1/2015		10%		123,425		-0-		123,425		-0-		-0-
2/1/2011	1/1/2015		12%		137,500		-0-		137,500		-0-		-0-
3/31/2011	4/1/2014		12%		2,866,879		-0-		-0-		-0-		2,866,879
12/31/2011	1/1/2015		12%		1,600,000		-0-		-0-		-0-		1,600,000
12/31/2011	1/1/2016		12%		20,000		-0-		-0-		-0-		20,000
4/1/2012	1/1/2014		12%		17,500		-0-		17,500		-0-		-0-
10/1/2012	1/1/2015		12%		45,000		-0-		45,000		-0-		-0-
12/17/2012	12/16/2014		12%		20,000		-0-		20,000		-0-		-0-
Discount on note payable							-0-		-0-		-0-		(656,524	)
Total				$	5,138,866	$	-0-	$	651,987	$	-0-	$	3,830,355

On January 1, 2013, the Company issued a promissory note in the principal amount of $529,000 and warrants to purchase 2,116,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of January 31, 2016 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2016.

This issuance caused us to calculate and record a derivative liability for the warrant liability. The warrants were valued using the Black Scholes option pricing model. A value of $400,141 was calculated and allocated to the warrants and recorded as a liability to the issuance of the note payable. As a result of the liability we recorded a discount to the note payable. The carrying amount of the note at the time of issuance was $128,858. The warrant liability (discount) will be amortized over the 36 month duration of the note payable. The Company will continue to perform a fair value calculation periodically on the warrant liability and accordingly the warrant liability is increased or decreased based on the fair value calculation. The resulting increase or decrease is reflected in operations as an unrealized gain or loss on changes in derivative liabilities.

On January 1, 2013 the Company issued promissory notes in the amount of $431,987 in exchange for existing promissory notes in the same amount. The promissory notes carry an interest rate of 10% and have a maturity date of January 1, 2015.

On January 1, 2013 the Company issued a promissory note in the amount of $45,000 in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On February 1, 2013 the Company issued a promissory note in the amount of $20,000 to our Chairman and CTO, Randall G. Smith, in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2016.

On March 5, 2013 the Company issued a promissory note in the amount of $137,500 in exchange for a promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of January 1, 2015.

On April 1, 2013 the Company issued a promissory note in the amount of $2,866,879 to our CEO and Director, Cornelis F. Wit, in exchange for an existing promissory note in the same amount. The promissory note carries an interest rate of 12% and has a maturity date of March 31, 2016. The expiration date of the warrants associated with the original prommissory note was extended to March 31, 2016.

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Note 11 - Fair Value Measurement (Details) - Fair Value Assumptions	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend yield	0.00%	0.00%
Conversion Feature Liability [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Life	1 year	3 months
Conversion Feature Liability [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Life	2 years	350 days
Warrant Liability [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Life	1 year	240 days
Warrant Liability [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected Life	2 years 3 months	3 years 3 months
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk free interest rate	0.12%	0.18%
Expected volatility	166.70%	218.20%
Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk free interest rate	0.13%	0.36%
Expected volatility	217.10%	259.10%

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Note 15 - Employee Equity Incentive Plans (Details) - Status of Non-Vested Shares (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 15 - Employee Equity Incentive Plans (Details) - Status of Non-Vested Shares [Line Items]
Weighted average grant date fair value	$ 0.11	$ 0.09
End of Period [Member]
Note 15 - Employee Equity Incentive Plans (Details) - Status of Non-Vested Shares [Line Items]
Shares underlying stock options	1,393,417
Weighted average grant date fair value	$ 0.10
Beginning of Year [Member]
Note 15 - Employee Equity Incentive Plans (Details) - Status of Non-Vested Shares [Line Items]
Shares underlying stock options	820,834
Weighted average grant date fair value	$ 0.13

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Note 11 - Fair Value Measurement (Details) - Fair Value of Goodwill (USD $)	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 675,710	$ 0
Promasys B.V. [Member] | Fair Value, Inputs, Level 3 [Member]
Goodwill [Line Items]
Goodwill	$ 675,710	$ 0

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Note 11 - Fair Value Measurement (Details) - Fair Value of Liabilities Measured on a Recurring Basis (Fair Value, Measurements, Recurring [Member], USD $)	Dec. 31, 2013		Dec. 31, 2012
Derivatives: (1) (2)
Derivative Liabilities	$ 9,070,183	[1],[2]	$ 8,574,921	[1],[3]
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Derivatives: (1) (2)
Derivative Liabilities	3,126,206	[1],[2]	2,287,323	[1],[3]
Conversion Feature Liability [Member]
Derivatives: (1) (2)
Derivative Liabilities	3,126,206	[1],[2]	2,287,323	[1],[3]
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Derivatives: (1) (2)
Derivative Liabilities	5,943,977	[1],[2]	6,287,598	[1],[3]
Warrant Liability [Member]
Derivatives: (1) (2)
Derivative Liabilities	5,943,977	[1],[2]	6,287,598	[1],[3]
Fair Value, Inputs, Level 1 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Fair Value, Inputs, Level 2 [Member]
Derivatives: (1) (2)
Derivative Liabilities	0	[1],[2]	0	[1],[3]
Fair Value, Inputs, Level 3 [Member]
Derivatives: (1) (2)
Derivative Liabilities	$ 9,070,183	[1],[2]	$ 8,574,921	[1],[3]

[1] The fair value at the measurement date is equal to their carrying value on the balance sheet

[2] The fair value of the derivative instruments was estimated using the Income Approach and the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2013

[3] The fair value of the derivative instruments was estimated using the Black Scholes option pricing model with the following assumptions for the year ended December 31, 2012

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Note 11 - Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2013

Note 11 - Fair Value Measurement (Tables) [Line Items]

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2013		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	3,126,206	$	-0-	$	-0-	$	3,126,206
Warrant liability		5,943,977		-0-		-0-		5,943,977
Total of derivative liabilities	$	9,070,183	$	-0-	$	-0-	$	9,070,183

	Fair value at December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		(Level 1)		(Level 2)		(Level 3)
Derivatives: (1) (2)
Conversion feature liability	$	2,287,323	$	-0-	$	-0-	$	2,287,323
Warrant liability		6,287,598		-0-		-0-		6,287,598
Total of derivative liabilties	$	8,574,921	$	-0-	$	-0-	$	8,574,921

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

	Significant valuation assumptions of derivative instruments at December 31, 2013
Risk free interest rate		0.12%	to	0.13%
Dividend yield			0.00%
Expected volatility		166.7%	to	217.1%
Expected life (range in years)
Conversion feature liability		1.00	to	2.00
Warrant liability		1.00	to	2.25

Significant valuation assumptions of derivative instruments at December 31, 2012
Risk free interest rate	0.18%	to	0.36%
Dividend yield		0.00%
Expected volatility	218.2%	to	259.1%
Expected life (range in years)
Conversion feature liability	0.25	to	0.96
Warrant liability	0.66	to	3.25

Schedule of Goodwill [Table Text Block]

	December 31, 2013		December 31, 2012
(Level 3)
Goodwill	$	675,710	$	-0-

Promasys B.V. [Member]

Note 11 - Fair Value Measurement (Tables) [Line Items]

Fair Value Measurements, Nonrecurring [Table Text Block]

	Carrying amount December 31,		Carrying amount December 31,		Quoted prices in active markets for identical assets/ liabilities		Significant other observable inputs		Significant unobservable inputs
	2012		2013		(Level 1)		(Level 2)		(Level 3)
Acquired assets (3)
Promasys B.V. customer lists (4)	$	-0-	$	134,739	$	-0-	$	-0-	$	136,253
Promasys B.V. software code (4)		-0-		70,512		-0-		-0-		72,943
Promasys B.V. URLs/website (4)		-0-		64,991		-0-		-0-		68,814
Promasys B.V. goodwill (4)		-0-		675,710		-0-		-0-		675,710
	$	-0-	$	945,952	$	-0-	$	-0-	$	953,720

Fair Value, Inputs, Level 3 [Member]

Note 11 - Fair Value Measurement (Tables) [Line Items]

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date			Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2013
Derivatives:
Conversion feature liability	$	2,287,323	$	-0-	$	838,883		$	-0-	$	-0-	$	3,126,206
Warrant liability		6,287,598		-0-		(743,762	)		400,141		-0-		5,943,977
Total of derivative liabilties	$	8,574,921	$	-0-	$	95,121		$	400,141	$	-0-	$	9,070,183

	Level 3 financial assets and financial liabilities at fair value
	Balance, beginning of year		Net realized gains/(losses)		Net unrealized (gains)/losses relating to instruments still held at the reporting date		Net purchases, issuances and settlements		Net transfers in and/or out of Level 3		Balance, end of period
Year ended December 31, 2012
Derivatives:
Conversion feature liability	$	758,911	$	-0-	$	1,528,412	$	-0-	$	-0-	$	2,287,323
Warrant liability		1,692,708		-0-		4,594,890		-0-		-0-		6,287,598
Total of derivative liabilties	$	2,451,619	$	-0-	$	6,123,302	$	-0-	$	-0-	$	8,574,921

Unrealized (Losses) [Member]

Note 11 - Fair Value Measurement (Tables) [Line Items]

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

	Other income for the year ended
	December 31, 2013			December 31, 2012
The net amount of (losses) for the period included in earnings attributable to the unrealized loss from changes in derivative liabilities at the reporting date	$	(95,121	)	$	(6,123,302	)
Total unrealized (losses) included in earnings	$	(95,121	)	$	(6,123,302	)

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Note 6 - Intangible Assets, At Cost (Details) - Intangible Assets (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,670,711	$ 1,392,701
Accumulated Amortization	1,400,469	1,392,701
Net Book value	270,242	0
eClinical Customer List [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,392,701	1,392,701
Accumulated Amortization	1,392,701	1,392,701
Net Book value	0	0
Estimated Useful Lives	3 years
Promasys B.V. Customer List [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	136,253	0
Accumulated Amortization	1,514	0
Net Book value	134,739	0
Estimated Useful Lives	15 years
Promasys B.V. Software Code [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	72,943	0
Accumulated Amortization	2,431	0
Net Book value	70,512	0
Estimated Useful Lives	5 years
Promasys B.V. URLs/Website [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	68,814	0
Accumulated Amortization	3,823	0
Net Book value	$ 64,991	$ 0
Estimated Useful Lives	3 years

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Note 14 - Stockholders' (Deficit)

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 14:              STOCKHOLDERS’ (DEFICIT)

Our authorized capital stock consists of 250,000,000 shares of common stock, $.001 par value per share, and 10,000,000 shares of preferred stock, par value $.001 per share, of which 5,000,000 shares have been designated as 5% Series A Preferred, 230,000 shares have been designated as Series B Preferred Stock, 747,500 shares have been designated as Series C Preferred Stock and 250,000 shares have been designated as Series D Preferred Stock.

As of December 31, 2013 we had the following outstanding securities:

o  90,104,659 shares of common stock issued and outstanding;

o  44,728,873 warrants issued and outstanding to purchase shares of our common stock;

o  4,125,224 shares of our  Series A  Preferred Stock issued and outstanding,

o  -0- shares of our Series B  Preferred Stock issued and outstanding;

o  -0- shares of our Series C  Preferred Stock issued and outstanding;

o  250,000 Series D Preferred Stock issued and outstanding; and

o  $9,665,000 principal amount Convertible Debentures convertible into 24,620,000 shares of common stock.

Common Stock

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of our voting securities do not have cumulative voting rights. Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds.  In the event of our liquidation, dissolution or winding up, subject to the preferences of the Series A Preferred Stockholders, each outstanding share of common stock entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock.  The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is outstanding.  All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

During 2013, we issued 1,225,000 restricted shares of our common stock to our senior management team and our Board of Directors. The restrictions on the shares lapse ratably over a 3 year period.  In 2013 we recognized $53,125 in compensation expense related to the share issuance.

In June 2013 a former employee exercised options granted to the employee during their employment. As a result of the exercise, 11,000 common shares were issued to the individual. 

In November 2013, we issued 2,270,000 shares of our common in relation to our acquisition of Promasys B.V. We issued the shares to the Promasys B.V. shareholders who were all non US-persons/ non US-entities and the issuance of the shares to them occurred in an offshore transaction. The issuance of the 2,270,000 shares of common stock to the 3 shareholders of Promasys B.V pursuant to the share exchange agreement was exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereof. (See Note 8)

Preferred stock

Our Board of Directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. In addition, the Board of Directors may fix and determine all privileges and rights of the authorized preferred stock series including:

o  dividend and liquidation preferences,

o  voting rights,

o  conversion privileges, and

o  redemption terms.

Our Board of Directors may authorize the issuance of preferred stock which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation.  In addition, our Board of Directors can fix limitations and restrictions, if any, upon the payment of dividends on our common stock to be effective while any shares of preferred stock are outstanding.

The following table presents the cumulative arrearage of undeclared dividends by class of preferred stock as of December 31, 2013 and December 31, 2012, respectively, and the per share amount by class of preferred stock.

	Cumulative arrearage as of December 31,				Cumulative arrearage as of December 31,
Series of preferred stock	2013		2012		2013		2012
Series A	$	2,380,439	$	2,174,178	$	0.58	$	0.53
Series B		609,887		609,887	$	3.05	$	3.05
Series C		1,472,093		1,472,093	$	4.37	$	4.37
Total preferred stock arrearage	$	4,462,419	$	4,256,158

Series A Preferred Stock

In 1999, our Board of Directors designated 5,000,000 shares of our preferred stock as 5% Series A Convertible Preferred Stock (“Series A Preferred Stock”), of which 4,125,224 shares are issued and outstanding.

The designations, rights and preferences of the Series A Preferred include:

o the shares are not redeemable,

o each share of Series A Preferred Stock is convertible into shares of our common stock at any time at the option of the holder at a conversion price of $1.50 per share, or if not so converted after one year from issuance, at any time at our option if the closing bid price of our common stock has exceeded $3.00 for 20 consecutive trading days, our common stock is listed on The NASDAQ Stock Market or other national stock exchange, and the shares of common stock issuable upon conversion of the Series A Preferred Stock are registered under a registration statement,

o the conversion price has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share.  The Series A Preferred Stockholders have waived their rights to an anti-dilution adjustment reducing their conversion price as a result of the issuance of the Series B Preferred Stock and Series C Preferred Stock,

o the shares of Series A Preferred Stock pay a cumulative dividend at a rate of 5% per annum based on the stated value of $1.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation. Dividends on the Series A Preferred Stock have priority to our common stock and are junior to Series B Preferred Stock and Series C Preferred Stock.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series A Preferred Stock,

o in the event of our liquidation or winding up, each share of Series A Preferred Stock has a liquidation preference equal to $1.00 per share, and

o the holders of the Series A Preferred Stock are entitled to vote together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series A Preferred Stock.

There were cumulative arrearages of $2,380,439 and $2,174,178, or $0.58 and $0.53 per share, on the Series A Preferred Stock for undeclared dividends as of December 31, 2013 and December 31, 2012 respectively.

The Company has 235,000 shares of its 5% Series A Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series A Preferred Stock were granted certain demand and piggy-back registration rights for the shares of our common stock issuable upon the conversion of the Series A Preferred Stock.

Series B Preferred Stock

In August 2001, our Board of Directors designated 200,000 shares of our preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”). A Corrected Certificate of Designations was filed on February 7, 2002 with the Delaware Secretary of State increasing the number of shares authorized as Series B Preferred Stock to 230,000 shares, of which -0- shares are issued and outstanding.

The designations, rights and preferences of the Series B Preferred Stock include:

o the stated value of each share is $10.00 per share,

o the shares are not redeemable,

o each share of Series B Preferred Stock is convertible into shares of our common stock at the option of the holder at any time commencing January 31, 2002 at the option of the holder at $0.25 per share, as adjusted, and the shares automatically convert, subject to limitations based on trading volume, into shares of our common stock at $0.25 per share at such time as we complete a public offering raising proceeds in excess of $25 million at an offering price of at least $0.75 per share.  We may require all outstanding shares of the Series B Preferred Stock to convert in the event the closing bid price of our common stock exceeds $0.50 for 20 consecutive trading days, and our common stock has been listed on The NASDAQ Stock Market or other comparable national stock exchange or the OTC Bulletin board and a registration statement registering the shares of common stock issuable upon conversion of the Series B Preferred Stock has been declared effective,

o the conversion price has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share or market value of the common stock,

o the shares of Series B Preferred Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series B Preferred Stock,

o each share of Series B Preferred Stock will rank senior to our Series A Preferred and pari passu with our Series C Preferred Stock,

o in the event of our liquidation or winding up, each share of Series B Preferred Stock has a liquidation preference equal to $10.00 per share plus accrued and unpaid dividends, and

o the holders of the Series B Preferred Stock are entitled to vote, together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series B Preferred Stock,

There were cumulative arrearages of $609,887 and $609,887, or $3.05 and $3.05 per share, on the Series B Preferred Stock dividends as of December 31, 2013 and December 31, 2012, respectively.

The Company has 200,000 shares of its Series B Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series B Preferred Stock were granted certain mandatory and piggy-back registration rights for the shares of our common stock issuable upon the conversion of the Series B Preferred Stock and are entitled to vote one member to our Board of Directors.

Series C Preferred Stock

In March 2002, our Board of Directors designated 747,500 shares of our preferred stock as Series C Convertible Preferred Stock of which -0- shares are issued and outstanding.

The designations, rights and preferences of the Series C Preferred Stock include:

o the stated value of each share is $10.00 per share,

o the shares are not redeemable,

o each share of Series C Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock determined by dividing the stated value per share of the Series C Preferred Stock by $0.25, which is the Series C Conversion Price.  The Series C Preferred Stock will automatically convert, subject to limitations based on trading volume, into shares of our common stock upon a public offering of our securities raising gross proceeds in excess of $25,000,000 at a per share price greater than 2.5 times the Series C Conversion Price per share, as adjusted for any stock split, stock dividend, recapitalization, or other similar transaction.  In addition, the Series C Preferred Stock will automatically convert into shares of our common stock at the Series C Conversion Price at such time as the closing bid price for our common stock has traded at two times the then prevailing Series C Conversion Price for a period of 20 consecutive trading days, provided that (i) a public trading market exists for our common stock on a national securities exchange, the NASDAQ Stock Market, or the over the counter market; and (ii) the Conversion Shares have been registered for resale and are not subject to any lock-up and the number of shares of the Series C Preferred Stock which can be converted in any 30-day period will be limited to the number of shares of common stock underlying the Series C  Preferred Stock equal to 10 times the average daily trading volume during the 20-day look-back period set forth above,

o the conversion price  has certain anti-dilution protections for any stock splits, stock dividends, and corporate reorganizations, and certain other corporate transactions and issuances of securities at below the applicable conversion price per share or market value of the common stock,

o the shares of Series C Preferred Stock pay a cumulative dividend at a rate of 8% per annum based on the stated value of $10.00 per share, payable when and as declared by the Board of Directors, or upon conversion or liquidation.  At our option, dividends can be paid in cash or shares of common stock valued at the conversion price of the Series C Preferred Stock,

o each share of Series C Preferred Stock will rank pari passu with our Series B  Preferred Stock and senior to our Series A  Preferred Stock,

o in the event of our liquidation or winding up, each share of Series C Preferred Stock  has a liquidation preference equal to $10.00 per share plus accrued and unpaid dividends, and

o the holders of the Series C Preferred Stock are entitled to vote, together with the holders of our common stock, on the basis of one vote for each share of common stock issuable upon the conversion of the Series C Preferred Stock.

There were cumulative arrearages of $1,472,093 and $1,472,093, or $4.37 and $4.37 per share, on the Series C Preferred Stock for undeclared dividends as of December 31, 2013 and December 31, 2012, respectively.

The Company has 337,150 shares of its Series C Preferred stock that have been converted by the shareholders into shares of our common stock.  Pursuant to Delaware General Corporate Law, once the Company has a positive net worth, the cumulative dividends would be payable in either cash or in shares of our common stock upon the declaration of dividends by our board of directors.

In addition, the holders of the Series C Preferred Stock were granted certain mandatory and piggy-back registration rights covering the shares of our common stock issuable upon the conversion of the Series C Preferred Stock and are entitled to vote two members to our Board of Directors.

Series D Preferred Stock

In November 2010, our Board of Directors designated 250,000 shares of our preferred stock as Series D Convertible Preferred Stock of which 250,000 shares are issued and outstanding.

The designations, rights and preferences of the Series D Preferred Stock include:

o the stated value of the Series D Preferred is $0.001 per share,

o the Series D Preferred has no rights to receive dividend distributions or to participate in any dividends declared by the Corporation to or for the benefit of the holders of its common stock,

o the shares of Series D Preferred are not convertible into or exchangeable for any other security of the Corporation,

o except as provided in Series D Preferred Designation, in the case of the death or disability of Series D Preferred holder, the Series D Preferred is not redeemable without the prior express written consent of the holders of the majority of the voting power of all then outstanding shares of such Series D Preferred. In the event any shares of Series D Preferred are redeemed pursuant, the shares redeemed will automatically be canceled and returned to the status of authorized but unissued shares of preferred stock,

o each share of Series D Preferred entitles the holder to Four Hundred (400) votes.  With respect to such vote, the holder is entitled to notice of any stockholders' meeting in accordance with the bylaws of the Company, and is entitled to vote, together as a single class with holders of common stock and any other series of preferred stock then outstanding, with respect to any question or matter upon which holders of common stock have the right to vote.  The Series D Preferred will also entitle the holders to vote the shares as a separate class as set forth herein and as required by law. In the event of any stock split, stock dividend or reclassification of the Corporation's common stock, the number of votes which attach to each share of Series D Preferred shall be adjusted in the same proportion as any adjustment to the number of outstanding shares of common stock. The shares of Series D Preferred present at a meeting of the Company’s shareholders shall vote in the same percentage as all voting shares voted for each director at the Company’s shareholder meeting in connection with the election or removal of directors to or from the Corporation’s Board of Directors,

o in the event of the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of the Series D Preferred then outstanding are entitled to receive before holders of shares of common stock receive any amounts, out of the remaining assets of the Corporation available for distribution to its stockholders, an amount equal to $0.001 per share,

o so long as any shares of Series D Preferred are outstanding, the Company cannot without first obtaining the written approval of the holders of at least a majority of the voting power of the then outstanding shares of such Series D Preferred Stock (i) alter or change the rights, preferences or privileges of the Series D Preferred, or (ii) increase or decrease the total number of authorized shares of Series D Preferred Stock,

o the holders of the Series D Preferred are not entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class,

o the Company has a thirty (30) day “right of first refusal” in which to match the terms and conditions set forth in any bona fide offer received by holders of the Series D Preferred Stock.  The Company must purchase all of those shares of Series D Preferred offered by the holder of the Series D Preferred Stock, and

o the holders of Series D Preferred cannot, directly or indirectly, transfer any shares of Series D Preferred.  Any such purported transfer shall be of no force or effect and shall not be recognized by the Company.

The following table presents preferred dividends accreted for the years ended December 31, 2013 and December 31, 2012, respectively, and the per share effect of the preferred dividends if their effect was not anti-dilutive.

	Dividends accreted year ended December 31,				Dividends per share year ended December 31,
	2013		2012		2013		2012
Preferred stock dividends in arrears Series A	$	206,261	$	229,517	$	0.050	$	0.056
Preferred stock dividends in arrears Series B	$	-0-	$	-0-	$	-0-	$	-0-
Preferred stock dividends in arrears Series C	$	-0-	$	-0-	$	-0-	$	-0-

Warrants Issued for Services and in Capital Transactions

The following tables summarize all warrants issued to consultants and warrants issued as part of convertible debt transactions for the year ended December 31, 2013 and December 31, 2012, and the related changes during these years.

December 31, 2013 warrants outstanding									December 31, 2013 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2013	Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2013		Weighted average exercise price
$	0.25	–	0.60	44,728,873		2.05	$	0.36		44,728,873	$	0.36

December 31, 2012 warrants outstanding										December 31, 2012 warrants exercisable
Range of exercise price				Number outstanding at December 31, 2012		Weighted average remaining contractual life		Weighted average exercise price		Number exercisable at December 31, 2012		Weighted average exercise price
$	0.25	–	0.60		43,412,873		2.32	$	0.36		43,412,873	$	0.36

Warrants
Balance at December 31, 2012		43,412,873
Issued		2,116,000
Exercised		-0-
Expired/forfeited		(800,000	)
Balance at December 31, 2013		44,728,873
Warrants exercisable at December 31, 2013		44,728,873
Weighted average fair value of warrants granted during 2013	$	0.19

Other Comprehensive (Loss)

Due to the availability of net operating losses and related deferred tax valuations, there is no tax effect associated with any component of other comprehensive (loss).  The following table lists the beginning balance, yearly activity and ending balance of the components of accumulated other comprehensive (loss).

	Foreign currency translation			Accumulated other comprehensive (loss)
Balance December 31, 2011	$	(53,714	)	$	(53,714	)
2012 Activity		(15,378	)		(15,378	)
Balance at December 31, 2012		(69,092	)		(69,092	)
2013 Activity		(18,512	)		(18,512	)
Balance at December 31, 2013	$	(87,604	)	$	(87,604	)

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Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block]

	For the year ended
Revenue activity	December 31, 2013		December 31, 2012
Set-up fees	$	3,369,670	$	4,990,378
Change orders		475,680		249,673
Maintenance		4,584,594		5,270,913
Software licenses		2,911,509		3,364,324
Professional services		2,207,181		996,081
Hosting		783,206		680,894
Total	$	14,331,840	$	15,552,263

Allowance for Credit Losses on Financing Receivables [Table Text Block]

	December 31, 2013			December 31, 2012
Beginning of period	$	84,210		$	142,444
Bad debt expense		11,131			(58,234	)
Write-offs		(30,000	)		-0-
End of period	$	65,341		$	84,210

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Revenues				Accounts Receivable
For the years ended	Number of customers		Percentage of total revenues		Number of customers		Percentage of accounts receivable
December 31, 2013		1		11%		2		23%
December 31, 2012		2		35%		3		54%

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

European revenues
For the year ended
December 31, 2013				December 31, 2012
European revenues		% of Total revenues		European revenues		% of Total revenues
$	1,847,305		12.9%	$	1,545,730		9.9%

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Note 5 - Property and Equipment, Net (Details) - Property And Equipment (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Cost	$ 3,586,780	$ 3,225,607
Accumulated Depreciation	2,979,347	2,743,804
Net Book Value	607,433	481,803
Computer And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	1,822,098	1,519,617
Accumulated Depreciation	1,326,256	1,181,451
Net Book Value	495,842	338,166
Estimated Useful Lives	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	93,812	92,686
Accumulated Depreciation	75,735	68,044
Net Book Value	18,077	24,642
Estimated Useful Lives	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	1,556,497	1,502,524
Accumulated Depreciation	1,477,801	1,403,705
Net Book Value	78,696	98,819
Estimated Useful Lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost	114,373	110,780
Accumulated Depreciation	99,555	90,604
Net Book Value	$ 14,818	$ 20,176
Estimated Useful Lives	5 years

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Note 2 - Summary of Significant Accounting Policies (Details) - Revenue by Business Activity (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	$ 14,331,840	$ 15,552,263
Set-up Fees [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	3,369,670	4,990,378
Change Orders [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	475,680	249,673
Maintenance [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	4,584,594	5,270,913
Software Licenses [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	2,911,509	3,364,324
Professional Services [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	2,207,181	996,081
Hosting [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	$ 783,206	$ 680,894

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Consolidated Statements of Comprehensive (Loss) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Net (loss) attributable to common stockholders	$ (3,367,603)	$ (8,062,487)
Other comprehensive (loss)
Change in foreign currency translation adjustment	(18,512)	(15,378)
Other comprehensive (loss)	(18,512)	(15,378)
Comprehensive (loss)	$ (3,386,115)	$ (8,077,865)

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Note 16 - Income Taxes (Details) - The Components of Income Tax Expense (Benefit) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 16 - Income Taxes (Details) - The Components of Income Tax Expense (Benefit) [Line Items]
Current tax expense:	$ 94,122	$ 63,814
Deferred tax expense/(benefit):
Deferred tax expense (benefit)	(786,138)	(331,792)
Valuation allowance	786,138	331,792
Total tax expense	94,122	63,814
Bad Debt Allowance [Member]
Deferred tax expense/(benefit):
Deferred tax expense (benefit)	7,100	21,913
Operating Loss Carryforward [Member]
Deferred tax expense/(benefit):
Deferred tax expense (benefit)	(864,512)	(435,914)
Patent Litigation Settlement [Member]
Deferred tax expense/(benefit):
Deferred tax expense (benefit)	$ 71,274	$ 82,209

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Note 3 - Going Concern

12 Months Ended

Dec. 31, 2013

Policy Text Block [Abstract]

Liquidity Disclosure [Policy Text Block]

NOTE 3:                GOING CONCERN

We have experienced net losses and negative cash flows from operations and have utilized debt and equity financings to help provide for our working capital, capital expenditure and R&D needs.  We will continue to require substantial funds to continue our R&D 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 R&D 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 R&D 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 R&D 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 R&D 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 or result in increased interest expense in future periods.

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 our historical operating losses, negative cash flows and accumulated deficits for the period ending December 31, 2013 there is substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Note 9 - Line of Credit and Notes Payable (Details) - Notes Payable (USD $)																																																																																								12 Months Ended
	Dec. 31, 2013	Mar. 18, 2013	Dec. 31, 2012	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 1[Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 2 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 3 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 4 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 5[Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 6 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 7[Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 8[Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 9 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member] Note Payable 2013 10 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 1 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 2 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 3 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 4 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 5 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 6 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 7 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 8 [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member] Note Payable 9 [Member]	Dec. 31, 2013 Non-Related Party [Member] Current [Member]	Dec. 31, 2012 Non-Related Party [Member] Current [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 1[Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 2 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 3 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 4 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 5[Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 6 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 7[Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 8[Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 9 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member] Note Payable 2013 10 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 1 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 2 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 3 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 4 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 5 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 6 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 7 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 8 [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member] Note Payable 9 [Member]	Dec. 31, 2013 Non-Related Party [Member] Long Term [Member]	Dec. 31, 2012 Non-Related Party [Member] Long Term [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 1[Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 2 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 3 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 4 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 5[Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 6 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 7[Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 8[Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 9 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member] Note Payable 2013 10 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 1 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 2 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 3 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 4 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 5 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 6 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 7 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 8 [Member]	Dec. 31, 2012 Related Party [Member] Current [Member] Note Payable 9 [Member]	Dec. 31, 2013 Related Party [Member] Current [Member]	Dec. 31, 2012 Related Party [Member] Current [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 1[Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 2 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 3 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 4 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 5[Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 6 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 7[Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 8[Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 9 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member] Note Payable 2013 10 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 1 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 2 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 3 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 4 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 5 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 6 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 7 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 8 [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member] Note Payable 9 [Member]	Dec. 31, 2013 Related Party [Member] Long Term [Member]	Dec. 31, 2012 Related Party [Member] Long Term [Member]	Dec. 31, 2013 Note Payable 2013 1[Member]	Dec. 31, 2013 Note Payable 2013 2 [Member]	Dec. 31, 2013 Note Payable 2013 3 [Member]	Dec. 31, 2013 Note Payable 2013 4 [Member]	Dec. 31, 2013 Note Payable 2013 5[Member]	Dec. 31, 2013 Note Payable 2013 6 [Member]	Dec. 31, 2013 Note Payable 2013 7[Member]	Dec. 31, 2013 Note Payable 2013 8[Member]	Dec. 31, 2013 Note Payable 2013 9 [Member]	Dec. 31, 2013 Note Payable 2013 10 [Member]	Dec. 31, 2012 Note Payable 1 [Member]	Dec. 31, 2012 Note Payable 2 [Member]	Dec. 31, 2012 Note Payable 3 [Member]	Dec. 31, 2012 Note Payable 4 [Member]	Dec. 31, 2012 Note Payable 5 [Member]	Dec. 31, 2012 Note Payable 6 [Member]	Dec. 31, 2012 Note Payable 7 [Member]	Dec. 31, 2012 Note Payable 8 [Member]	Dec. 31, 2012 Note Payable 9 [Member]
Note 9 - Line of Credit and Notes Payable (Details) - Notes Payable [Line Items]
Maturity date																																																																																								Jan. 01, 2015	Jan. 01, 2014	Dec. 16, 2014	Jan. 01, 2016	Jan. 01, 2015	Jan. 01, 2015	Jan. 01, 2015	Jan. 01, 2016	Jan. 01, 2015	Mar. 31, 2016	Jan. 01, 2015	Jan. 01, 2015	Jan. 01, 2015	Apr. 01, 2014	Jan. 01, 2015	Jan. 01, 2016	Jan. 01, 2014	Jan. 01, 2015	Dec. 16, 2014
Interest rate		2.00%																																																																																						12.00%	12.00%	12.00%	12.00%	10.00%	10.00%	12.00%	12.00%	12.00%	12.00%	10.00%	10.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%	12.00%
Ending principal	$ 5,667,865		$ 5,138,866																																																																																					$ 1,600,000	$ 17,500	$ 20,000	$ 529,000	$ 308,561	$ 123,425	$ 45,000	$ 20,000	$ 137,500	$ 2,866,879	$ 308,562	$ 123,425	$ 137,500	$ 2,866,879	$ 1,600,000	$ 20,000	$ 17,500	$ 45,000	$ 20,000
Non related party current	37,500		0	0	17,500	20,000	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	37,500	0
Non related party long term	614,486		651,987																						0	0	0	0	308,561	123,425	45,000	0	137,500	0	308,562	123,425	137,500	0	0	0	17,500	45,000	20,000	614,486	651,987
Related party current																																														0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Related party long term	4,568,213		3,830,355																																																																1,600,000	0	0	529,000	0	0	0	20,000	0	2,866,879	0	0	0	2,866,879	1,600,000	20,000	0	0	0	4,568,213	3,830,355
Non related party current-Discount on note payable	447,666		656,524																				0	0																				0	0																				0	0																				447,666	656,524
Non related party long term-Discount on note payable	447,666		656,524																				0	0																				0	0																				0	0																				447,666	656,524
Related party current-Discount on note payable	447,666		656,524																				0	0																				0	0																				0	0																				447,666	656,524
Related party long term-Discount on note payable	$ (447,666)		$ (656,524)																				$ 0	$ 0																				$ 0	$ 0																				$ 0	$ 0																				$ (447,666)	$ (656,524)

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Note 15 - Employee Equity Incentive Plans (Details) - Stock Options Oustanding (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Outstanding [Member] | Range 0 - .20 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	3,251,000	3,428,500
Weighted Average Remaining Contractual Life	2 years 58 days	3 years 7 days
Weighted Average Outstanding Strike Price	$ 0.15	$ 0.15
Outstanding [Member] | Range .21-.29 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	750,000	2,550,000
Weighted Average Remaining Contractual Life	1 year 233 days	1 year 65 days
Weighted Average Outstanding Strike Price	$ 0.25	$ 0.26
Outstanding [Member] | Range .30 -.49 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	110,000	755,000
Weighted Average Remaining Contractual Life	357 days	288 days
Weighted Average Outstanding Strike Price	$ 0.38	$ 0.45
Outstanding [Member] | Range .50 -.70 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	1,634,000	3,719,000
Weighted Average Remaining Contractual Life	317 days	354 days
Weighted Average Outstanding Strike Price	$ 0.59	$ 0.60
Outstanding [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	5,745,000	10,452,500
Weighted Average Remaining Contractual Life	1 year 255 days	1 year 248 days
Weighted Average Outstanding Strike Price	$ 0.29	$ 0.36
Vested [Member] | Range 0 - .20 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	2,530,166	2,035,083
Weighted Average Remaining Contractual Life	1 year 313 days	2 years 6 months
Weighted Average Outstanding Strike Price	$ 0.16	$ 0.17
Vested [Member] | Range .21-.29 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	650,000	2,550,000
Weighted Average Remaining Contractual Life	1 year 73 days	1 year 65 days
Weighted Average Outstanding Strike Price	$ 0.25	$ 0.26
Vested [Member] | Range .30 -.49 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	110,000	755,000
Weighted Average Remaining Contractual Life	357 days	288 days
Weighted Average Outstanding Strike Price	$ 0.38	$ 0.45
Vested [Member] | Range .50 -.70 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	1,634,000	3,719,000
Weighted Average Remaining Contractual Life	317 days	354 days
Weighted Average Outstanding Strike Price	$ 0.59	$ 0.60
Vested [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding Stock Options (in Shares)	4,924,166	9,059,083
Weighted Average Remaining Contractual Life	1 year 153 days	1 year 131 days
Weighted Average Outstanding Strike Price	$ 0.32	$ 0.39
Range 0 - .20 [Member] | Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.00	$ 0.00
Range 0 - .20 [Member] | Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.20	$ 0.20
Range .21-.29 [Member] | Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.21	$ 0.21
Range .21-.29 [Member] | Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.29	$ 0.29
Range .30 -.49 [Member] | Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.30	$ 0.30
Range .30 -.49 [Member] | Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.49	$ 0.49
Range .50 -.70 [Member] | Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.50	$ 0.50
Range .50 -.70 [Member] | Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.70	$ 0.70
Minimum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.00	$ 0.00
Maximum [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Strike Price Range	$ 0.70	$ 0.70

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Note 12 - Commitments and Contingencies (Details) (USD $)	1 Months Ended		12 Months Ended		54 Months Ended	1 Months Ended
	Jul. 31, 2009	Jun. 30, 2009	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2013 Chief Executive Officer [Member]	Dec. 31, 2013 Chief Technology Officer [Member]	Sep. 30, 2013 Chief Operating Officer [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Operating Leases, Rent Expense			$ 894,121	$ 881,503
Patent Royalty Percentage Obligation			2.00%
License Payments	100,000	300,000			200,000
Other Expenses			189,408	218,467
Salaries, Wages and Officers' Compensation						192,780
Fee as Percentage of Aggregate Consideration			2.00%
Officers' Compensation							$ 305,235	$ 305,235

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Note 4 - Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Anti-Dilutive Security	December 31, 2013		December 31, 2012
Preferred stock		2,750,149		2,750,149
Employee stock options		5,745,000		10,452,500
Warrants		44,728,873		43,212,873
Convertible notes		24,620,000		24,620,000
Shares issuable for accrued interest		1,702,891		1,033,574
Total		79,546,913		82,069,096

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

For the year ended
	December 31, 2013								December 31, 2012
	Income (loss) numerator			Shares denominator		Per-share amount			Income (loss) numerator			Shares denominator		Per-share amount
Basic EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)
Effect of dilutive securities - none		-0-			-0-		-0-			-0-			-0-		-0-
Diluted EPS	$	(3,367,603	)		87,969,202	$	(0.04	)	$	(8,062,487	)		86,522,332	$	(0.09	)

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Note 14 - Stockholders' (Deficit) (Details) - Cumulative Arrearage of Undeclared Dividends (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note 14 - Stockholders' (Deficit) (Details) - Cumulative Arrearage of Undeclared Dividends [Line Items]
Preferred Stock, Dividend, Cumulative Arrearage	$ 4,462,419	$ 4,256,158
Series A Preferred Stock [Member]
Note 14 - Stockholders' (Deficit) (Details) - Cumulative Arrearage of Undeclared Dividends [Line Items]
Preferred Stock, Dividend, Cumulative Arrearage	2,380,439	2,174,178
Preferred Stock, Dividend, Cumulative Arrearage (in Dollars per share)	$ 0.58	$ 0.53
Series B Preferred Stock [Member]
Note 14 - Stockholders' (Deficit) (Details) - Cumulative Arrearage of Undeclared Dividends [Line Items]
Preferred Stock, Dividend, Cumulative Arrearage	609,887	609,887
Preferred Stock, Dividend, Cumulative Arrearage (in Dollars per share)	$ 3.05	$ 3.05
Series C Preferred Stock [Member]
Note 14 - Stockholders' (Deficit) (Details) - Cumulative Arrearage of Undeclared Dividends [Line Items]
Preferred Stock, Dividend, Cumulative Arrearage	$ 1,472,093	$ 1,472,093
Preferred Stock, Dividend, Cumulative Arrearage (in Dollars per share)	$ 4.37	$ 4.37

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Note 16 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	December 31, 2013			December 31, 2012
Federal statutory rate applied to loss before income taxes	$	(1,154,195	)	$	(2,923,533	)
Increase/(decrease) in income taxes results from:
Current tax expense		94,122			63,814
Non deductible expenses		296,783			2,509,532
Change in deferred assets		71,274			82,209
Change in valuation allowance		786,138			331,792
Income tax expense	$	94,122		$	63,814

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	December 31, 2013			December 31, 2012
Current tax expense:	$	94,122		$	63,814
Deferred tax expense/(benefit):
Bad debt allowance		7,100			21,913
Operating loss carryforward		(864,512	)		(435,914	)
Patent litigation settlement		71,274			82,209
		(786,138	)		(331,792	)
Valuation allowance		786,138			331,792
Total tax expense	$	94,122		$	63,814

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31, 2013			December 31, 2012
Amortization of intangibles	$	283,698		$	283,698
Bad debt allowance		23,615			30,715
Patent litigation liability accrual		315,408			386,682
Operating loss carryforwards		18,220,482			17,355,970
Gross deferred tax assets		18,843,203			18,057,065
Valuation allowance		(18,843,203	)		(18,057,065	)
Net deferred tax liability/(asset)	$	-0-		$	-0-

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Note 13 - Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 13:             RELATED PARTY TRANSACTIONS

On February 1, 2013, our Chairman and CTO, Randall Smith, extended the maturity date of his $20,000 promissory note until January 1, 2016. The promissory note bears interest at 12% per annum. The note was originally issued on December 16, 2010 with a maturity date of December 31, 2011. On December 31, 2011, Mr. Smith extended the maturity date of his promissory note until April 1, 2013.

On February 22, 2013, our Director, Guus van Kesteren, extended the maturity date of $150,000 of convertible debentures to January 1, 2015. The convertible debentures were originally issued in August 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2015.

On February 22, 2013, our COO and President, Stephen Johnson, extended the maturity date of $25,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On February 22, 2013, our Chairman and CTO, Randall Smith, extended the maturity date of $5,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

On December 5, 2013, our Director, Guus van Kesteren, extended the maturity date of $160,000 of convertible debentures to January 1, 2016. The convertible debentures were originally issued in December 2008. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

As of December 31, 2013, we have an aggregate of $13,780,879 principal amount of convertible debentures and promissory notes outstanding to Cornelis F. Wit, our CEO and Director, and have issued certain warrants to Mr. Wit, as follows:

● In June 2008, Mr. Wit invested $510,000 in convertible notes. On August 29, 2008, Mr. Wit converted the $510,000 and invested an additional $1,260,000 in a private placement of convertible debentures and warrants to purchase 3,540,000 shares of our common stock. The convertible debentures, which bear interest at 10% per annum, were due on August 29, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, the Company and Mr. Wit extended the $1,770,000 of convertible debentures until August 29, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. On February 22, 2013, the Company and Mr. Wit extended the maturity date of the $1,770,000 of convertible debentures to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● In February 2008, Mr. Wit invested $150,000 in promissory notes and from September 2008 to December 2008, Mr. Wit invested $4,200,000 in convertible notes. On December 16, 2008, Mr. Wit converted the $4,350,000 into a private placement of convertible debentures and warrants to purchase 8,700,000 shares of our common stock. The convertible debentures, which bear interest at 12% per annum, were due on December 16, 2010. The convertible debentures are convertible at any time at the option of the holder into shares of our common stock based upon a conversion rate of $0.50 per share. On September 30, 2009, the Company and Mr. Wit extended the $4,350,000 of convertible debentures until December 16, 2013 in accordance with the terms of a Secured Convertible Debenture issued on that date. In a private transaction on October 16, 2012, Mr. Wit purchased $125,000 of the December 2008 convertible debentures and the related 250,000 warrants from Mr. Ronald Linares, the Company’s former CFO. On February 22, 2013, the Company and Mr. Wit extended the maturity date of the $4,475,000 of convertible debentures to January 1, 2016. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● From July 2009 to September 2009, Mr. Wit invested $1,100,000 which amount was aggregated under the terms of one convertible note dated September 30, 2009.  On September 30, 2009, Mr. Wit agreed to convert this convertible note into a private placement of secured convertible debentures bearing interest at a rate of 12% per annum with a maturity date of March 30, 2011. The convertible debentures were convertible into 4,400,000 shares of common stock and Mr. Wit received 4,400,000 warrants to purchase common stock of the Company at a price of $0.25. On March 30, 2011, the Company and Mr. Wit extended the maturity date of his convertible note until April 1, 2013 in accordance with the terms of Amendment Number One To Securities Purchase Agreement. The Company also extended the expiration date of the 4,400,000 warrants issued with convertible note by two years to September 30, 2015. On February 22, 2013, the Company and Mr. Wit extended the maturity date of his convertible debentures to January 1, 2016 in accordance with the terms of Amendment Number Two To Securities Purchase Agreement. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● From October 2009 to December 2009, Mr. Wit invested $1,440,000, which amount was aggregated under the terms of one convertible note dated December 31, 2009. On December 31, 2009, Mr. Wit agreed to convert this Convertible Note into a private placement of unsecured convertible debentures bearing interest at a rate of 12% per annum, which Convertible Debentures were due on June 30, 2011. The Company and Mr. Wit extended the maturity date of his convertible note until October 1, 2013 in accordance with the terms of Amendment Number One To Securities Purchase Agreement. The Company also extended the expiration date of the 5,760,000 warrants issued with convertible note by two years to December 31, 2015. On February 22, 2013, the Company and Mr. Wit extended the maturity date of his convertible debentures to January 1, 2016 in accordance with the terms of Amendment Number Two To Securities Purchase Agreement. The expiration date of the warrants associated with the debentures was also extended to January 1, 2016.

● On March 31, 2011, the Company issued a note payable in the principal amount of $2,866,879 and warrants to purchase 11,467,517 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of March 31, 2016 to our CEO and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and had a maturity date of April 1, 2014. On April 1, 2013, the Company and Mr. Wit extended the maturity date of the promissory note to March 31, 2016. The Promissory Note replaced the following Promissory Notes that had been previously issued:

i.	Promissory Note issued on April 13, 2010 for $450,000 with a maturity date of December 31, 2011;
ii.	Promissory Note issued on June 29, 2010 for $115,000 with a maturity date of December 31, 2011;
iii.	Promissory Note issued on September 30, 2010 for $695,000 with a maturity date of December 31, 2011;
iv.	Promissory Note issued on December 31, 2010 for $1,197,500 with a maturity date of December 31, 2011; and
v.	Promissory Note issued on December 31, 2010 for $409,379 with a maturity date of April 01, 2012.

● On December 31, 2011, the Company issued a promissory note in the principal amount of $1,600,000 and warrants to purchase 6,400,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of December 31, 2015 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2015. The promissory note consolidates the amounts owed as detailed below:

i.	Promissory Note issued on May 13, 2011 for $96,000 with a maturity date of January 01, 2013;
ii.	Promissory Note issued on September 30, 2011 for $342,000 with a maturity date of April 01, 2014;
iii.	Promissory Note issued on October 05, 2011 for $130,000 with a maturity date of April 01, 2014;
iv.	Promissory Note issued on October 28, 2011 for $123,000 with a maturity date of April 01, 2014;
v.	Promissory Note issued on October 31, 2011 for $82,000 with a maturity date of April 01, 2014;
vi.	Promissory Note issued on November 23, 2011 for $60,000 with a maturity date of January 1, 2013; and
vii.	Accrued and unpaid interest in the amount of $767,000.

● On January 1, 2013, the Company issued a promissory note in the principal amount of $529,000 and warrants to purchase 2,116,000 shares of common stock of the Company at an exercise price of $0.25 per share with an expiration date of January 31, 2016 to our CEO and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on January 1, 2016.

On March 18, 2013, the Company entered into a $2,000,000 revolving line of credit with The Northern Trust Company guaranteed by Cornelis F. Wit, our CEO and Director. Mr. Wit receives 2.0% interest on the assets pledged for the line of credit. On December 18, 2013 the Company renewed the Line of Credit and increased the available balance to $4,000,000. The line of credit matures on December 17, 2014 and carries a variable interest rate based on the prime rate. At December 31, 2013, $3,500,000 was outstanding on the line of credit at an interest rate of 2.25%.

For the years December 31, 2013 and December 31, 2012 we incurred $2,339,702 and $2,108,749, respectively, in interest expense payable to related parties.