OmniComm Systems, Inc.
2101 Commercial Blvd.
Suite 4000
Ft. Lauderdale, Florida 33309
June 11, 2007
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Karen Garnett, Assistant Director | |
| Duc Dang, Division of Corporation Finance |
| Re: | OmniComm Systems, Inc. (the “Company”) |
Registration Statement on Form SB-2
File Number 333-142730
Gentlemen:
The undersigned registrant hereby requests acceleration of the effective date of the above-captioned Registration Statement to Wednesday, June 13, 2007 at 10:00 a.m., Eastern Daylight Time, or as soon thereafter as is practicable.
The undersigned registrant acknowledges that:
| • | Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | The registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The undersigned also acknowledges to the Staff its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
| OMNICOMM SYSTEMS, INC. | ||
By: | /s/ Cornelis F. Wit | |
| Cornelis F. Wit | ||
| Principal Executive Officer | ||
