Omnicomm Systems 10Q 2012 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

[Mark One]

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to ________

Commission File Number: 0-25203

OmniComm Systems, Inc.
(Exact name of registrant as specified in its Charter)


Delaware	11-3349762
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification Number)

2101 W. Commercial Blvd. Suite 3500, Ft. Lauderdale, FL	33309
Address of principal executive offices	Zip Code

954.473.1254
(Registrant’s Telephone Number including area code)

No Changes

(Former name, former address and former fiscal year, if changed since last report)

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant 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 [X] No 

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer (Do not check if smaller reporting company)	[ ]	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 [X]

The number of shares outstanding of each of the issuer’s classes of common equity as of November 5, 2012: 86,556,495 common stock $.001 par value.

TABLE OF CONTENTS TO THE QUARTERLY REPORT ON FORM 10-Q FOR THE NINE MONTH

PERIOD ENDED SEPTEMBER 30, 2012

PART I. FINANCIAL INFORMATION		3

	ITEM 1. FINANCIAL STATEMENTS	3

	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37

	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	56

	ITEM 4. CONTROLS AND PROCEDURES	57

PART II OTHER INFORMATION		57

	ITEM 1. LEGAL PROCEEDINGS.	57

	ITEM 1A. RISK FACTORS.	57

	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	57

	ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	57

	ITEM 4. MINE SAFETY DISCLOSURES.	57

	ITEM 5. OTHER INFORMATION.	57

	ITEM 6. EXHIBITS	58

SIGNATURES		59
	Exhibit 31.1*	60
	Exhibit 31.2*	61
	EXHIBIT 32.1**	62

Exhibit 101.INS XBRL Instance Document***

Exhibit 101.SCH XBRL Taxonomy Extension Schema Document***

Exhibit 101.CAL XBRL Taxonomy Extension Calculation Document***

Exhibit 101.DEF XBRL Taxonomy Extension Definition Document***

Exhibit 101.LAB XBRL Taxonomy Extension Label Document***

Exhibit 101.PRE XBRL Taxonomy Extension Presentation Document***

* 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.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2012			December 31, 2011
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	805,546		$	1,302,287
Accounts receivable, net of allowance for doubtful accounts of $269,207 and $142,444, respectively		1,291,938			1,283,944
Prepaid expenses		167,392			157,363
Total current assets		2,264,876			2,743,594
Property and equipment, net		501,633			766,207
Other assets
Intangible assets, net		-0-			232,117
Other assets		50,673			33,669

TOTAL ASSETS	$	2,817,182		$	3,775,587

LIABILITIES AND SHAREHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,913,548		$	1,460,835
Notes payable, current portion		634,486			214,300
Notes payable, related parties, current portion		20,000			-0-
Deferred revenue, current portion		3,907,430			4,293,316
Convertible notes payable, related parties, current portion, net of discount of $-0- and $-0-, respectively		3,020,000			-0-
Convertible notes payable, current portion		175,000			75,000
Patent settlement liability, current portion		962,500			925,000
Conversion feature liability, related parties		2,221,496			740,218
Conversion feature liability		48,840			18,693
Warrant liability, related parties		4,806,206			1,506,287
Warrant liability		179,337			186,421
Total current liabilities		17,888,843			9,420,070

LONG TERM LIABILITIES
Notes payable, long term, net of current portion		17,500			569,486
Notes payable, related parties, long term, net of current portion, net of discount of $775,429 and $1,132,144, respectively		3,691,450			3,354,735
Deferred revenue, long term, net of current portion		867,349			584,608
Convertible notes payable, related parties, net of current portion		6,420,000			9,440,000
Convertible notes payable, net of current portion		50,000			150,000
Patent settlement liability, long term, net of current portion		1,284,190			1,455,247

TOTAL LIABILITIES		30,219,332			24,974,146

COMMITMENTS AND CONTINGENCIES (See Note 11)

SHAREHOLDERS' (DEFICIT)
Preferred stock, $0.001 par value, 10,000,000 shares authorized 3,722,500 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, 86,556,495 and 86,481,495 issued and outstanding, respectively, at $0.001 par value		86,556			86,482
Additional paid in capital - preferred		4,717,804			4,717,804
Additional paid in capital - common		36,619,235			36,572,099
Accumulated other comprehensive (loss)		(64,300	)		(53,714	)
Accumulated deficit		(68,765,820	)		(62,525,605	)

TOTAL SHAREHOLDERS' (DEFICIT)		(27,402,150	)		(21,198,559	)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)	$	2,817,182		$	3,775,587

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

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the nine months ended September 30,						For the three months ended September 30,
	2012			2011			2012			2011
Revenues	$	11,317,590		$	9,952,782		$	3,894,656		$	3,293,405
Reimbursable revenues		579,898			50,721			163,664			43,911
Total revenues		11,897,488			10,003,503			4,058,320			3,337,316

Cost of goods sold		2,020,507			1,390,239			690,763			488,693
Reimbursable expenses - cost of goods sold		397,817			114,358			50,289			71,932
Total cost of sales		2,418,324			1,504,597			741,052			560,625

Gross margin		9,479,164			8,498,906			3,317,268			2,776,691

Operating expenses
Salaries, benefits and related taxes		6,374,375			6,018,625			2,086,203			1,830,261
Rent and occupancy expenses		649,424			689,836			226,979			238,819
Consulting services		144,496			230,630			77,060			77,775
Legal and professional fees		236,967			299,349			39,512			58,554
Travel		292,323			340,154			86,240			92,950
Telephone and internet		111,921			155,289			38,317			39,066
Selling, general and administrative		698,512			647,109			232,371			132,385
Bad debt expense		126,763			-0-			42,619			-0-
Depreciation expense		308,666			355,554			75,912			113,834
Amortization expense		232,117			348,175			-0-			116,058
Total operating expenses		9,175,564			9,084,721			2,905,213			2,699,702

Operating income/(loss)		303,600			(585,815	)		412,055			76,989

Other income/(expense)
Interest expense		(89,537	)		(668,680	)		(28,649	)		(120,674	)
Interest expense, related parties		(1,573,444	)		(1,099,578	)		(527,442	)		(374,362	)
Interest income		225			4,625			17			-0-
Change in derivative liabilities		(4,804,260	)		(2,041,161	)		(4,215,476	)		923,590
Loss on sale of property and equipment		(22,106	)		-0-			-0-			-0-
Transaction gain/(loss)		6			9,772			973			4,856
Income/(loss) before income taxes		(6,185,516	)		(4,380,837	)		(4,358,522	)		510,399
Income taxes		(54,699	)		-0-			(54,699	)		-0-
Net income/(loss)		(6,240,215	)		(4,380,837	)		(4,413,221	)		510,399
Preferred stock dividends
Preferred stock dividends in arrears
Series A preferred		(177,528	)		(153,850	)		(51,989	)		(51,847	)
Total preferred stock dividends		(177,528	)		(153,850	)		(51,989	)		(51,847	)
Net income/(loss) attributable to common stockholders	$	(6,417,743	)	$	(4,534,687	)	$	(4,465,210	)	$	458,552

Net income/(loss) per share
Basic and diluted	$	(0.07	)	$	(0.05	)	$	(0.05	)	$	0.01
Weighted average number of shares outstanding
Basic and diluted		86,496,550			86,299,810			86,526,332			86,481,495

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

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(unaudited)

	For the nine months ended September 30,						For the three months ended September 30,
	2012			2011			2012			2011
Net income/(loss) attributable to common stockholders	$	(6,417,743	)	$	(4,534,687	)	$	(4,465,210	)	$	458,552
Other comprehensive income/(loss):
Change in foreign currency translation adjustment		(10,586	)		(22,790	)		(3,398	)		(11,276	)

Other comprehensive income/(loss)		(10,586	)		(22,790	)		(3,398	)		(11,276	)

Comprehensive income/(loss):	$	(6,428,329	)	$	(4,557,477	)	$	(4,468,608	)	$	447,276

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

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2011 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)

	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		$ 0.001Par 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 (loss)			Treasury stock			Total shareholders' (deficit)

Balances at December 31, 2010		4,125,224	$	4,125		-0-	$	-0-		-0-	$	-0-		250,000	$	250	$	4,717,804		86,081,495	$	86,082	$	36,906,356		$	(59,001,262	)	$	(24,298	)	$	(503,086	)	$	(17,814,029	)

Employee stock option expense																								129,229												129,229

Treasury stock retired																								(503,086	)								503,086			-0-

Foreign currency translation adjustment																														(29,416	)					(29,416	)

Issuance of common stock in lieu of salary																				400,000		400		39,600												40,000

Net loss for the year ended December 31, 2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-			(3,524,343	)		-0-			-0-			(3,524,343	)

Balances at December 31, 2011		4,125,224		4,125		-0-		-0-		-0-		-0-		250,000		250		4,717,804		86,481,495		86,481		36,572,099			(62,525,605	)		(53,714	)		-0-			(21,198,559	)

Employee stock option expense																								47,211												47,211

Foreign currency translation adjustment																														(10,586	)					(10,586	)

Issuance of common stock, employee stock option exercise																				75,000		75		(75	)											-0-

Net loss for the nine months ended September 30, 2012		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-			(6,240,215	)		-0-			-0-			(6,240,215	)

Balances at September 30, 2012		4,125,224	$	4,125		-0-	$	-0-		-0-	$	-0-		250,000	$	250	$	4,717,804		86,556,495	$	86,556	$	36,619,235		$	(68,765,820	)	$	(64,300	)	$	-0-		$	(27,402,150	)

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

OMNICOMM SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the nine months ended September 30,
	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,240,215	)	$	(4,380,837	)
Adjustment to reconcile net loss to net cash (used in) operating activities
Change in derivative liabilities		4,804,260			2,041,161
Loss from sale of property and equipment, net		14,606			-0-
Interest expense from derivative instruments		356,715			596,122
Common stock issued in lieu of salary		-0-			40,000
Employee stock option expense		47,211			111,548
Depreciation and amortization		540,783			703,729
Changes in operating assets and liabilities
Accounts receivable		(134,757	)		163,918
Provision for doubtful accounts		126,763			-0-
Prepaid expenses		(10,029	)		(51,592	)
Other assets		(17,004	)		(206	)
Accounts payable and accrued expenses		452,712			602,714
Patent settlement liability		(133,557	)		(104,572	)
Deferred revenue		(103,145	)		(979,271	)
Net cash (used in) operating activities		(295,657	)		(1,257,286	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment		50,000			-0-
Purchase of property and equipment		(108,698	)		(71,374	)
Net cash provided by/(used in) investing activities		(58,698	)		(71,374	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable		(131,800	)		(212,500	)
Proceeds from notes payable, related parties		-0-			438,000
Net cash provided by / (used in) financing activities		(131,800	)		225,500

Effect of exchange rate changes on cash and cash equivalents		(10,586	)		(22,790	)
Net decrease in cash and cash equivalents		(496,741	)		(1,125,950	)
Cash and cash equivalents at beginning of period		1,302,287			1,213,397

Cash and cash equivalents at end of period	$	805,546		$	87,447

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes	$	54,699		$	-0-
Interest	$	1,242,079		$	598,945

Non-cash transactions
Notes payable issued in exchange for existing notes payable	$	-0-		$	2,866,879
Notes payable issued for matured convertible notes payable	$	-0-		$	45,000

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

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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 and Europe. Our proprietary EDC software applications; TrialMaster®, TrialOne®, 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 (sometimes referred to as “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 nine month periods ended September 30, 2012 and September 30, 2011 we spent approximately $1,867,778 and $1,894,690, respectively, on research and development 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 2011 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.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the consolidated financial statements have been condensed or omitted. The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normally recurring adjustments) which management considers necessary for a fair presentation of operating results.

The operating results for the three and nine month periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year-ended December 31, 2012. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2011.

ESTIMATES IN FINANCIAL STATEMENTS

The preparation of the unaudited condensed 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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

RECLASSIFICATIONS

Certain reclassifications have been made in the 2011 financial statements to conform to the 2012 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 currencies of the Company’s subsidiaries, OmniComm Europe GmbH in Germany and OmniComm Ltd., in the United Kingdom, are the Euro and British Pound Sterling, respectively. 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 translation losses of $10,586 and $22,790 for the nine month periods ended September 30, 2012 and September 30, 2011.

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 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. The Company's TrialOne solution is presently available only on a licensed basis. 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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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 three to five 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.

Pass-through Revenue and Expense

The Company accounts for pass-through revenue and expense in accordance with ASC 605-45, Principal Agent Considerations. In accordance with ASC 605-45, Principal Agent Consideration, these amounts are recorded as revenue in the statement of operations with a corresponding expense recorded in cost of goods sold. Pass-through revenues and expenses include amounts associated with third-party services provided to our customers by our service and product partners. These third-party services are primarily comprised of Interactive Voice and Web Response software services (IVR and IWR), travel and shipping that are incurred on our clients’ behalf.

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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

The fees associated with each business activity for the periods ended September 30, 2012 and September 30, 2011, respectively are:

	For the nine months ended
Revenue activity	September 30, 2012		September 30, 2011
Set-up fees	$	4,085,437	$	2,495,415
Change orders		202,498		251,961
Maintenance		3,928,079		4,119,880
Software licenses		2,525,933		2,163,071
Professional services		638,302		520,930
Hosting		517,239		452,246
Total	$	11,897,488	$	10,003,503

	For the three months ended
Revenue activity	September 30, 2012		September 30, 2011
Set-up fees	$	1,458,304	$	909,152
Change orders		48,417		91,058
Maintenance		1,307,547		1,355,249
Software licenses		847,297		545,665
Professional services		213,187		278,227
Hosting		183,568		157,965
Total	$	4,058,320	$	3,337,316

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 costs. 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 $269,207 as of September 30, 2012 and $142,444 as of December 31, 2011, respectively.

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

	For the periods ended
	September 30, 2012		December 31, 2011
Beginning of period	$	142,444	$	269,869
Bad debt expense		126,763		(119,889	)
Write-offs		-0-		(7,536	)
End of period	$	269,207	$	142,444

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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 September 30, 2012, no funds were 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 September 30, 2012. 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 September 30, 2012, 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 agings 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 21% of our revenues during the nine month period ended September 30, 2012 or approximately $2,442,000 and one accounted for 17% or approximately $2,043,000. One customer accounted for 21% of our revenues during the nine month period ended September 30, 2011 or approximately $2,092,000. 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 nine month periods presented.

	Revenues					Accounts receivable
For the period ended	Number of customers		Percentage of total revenues			Number of customers		Percentage of accounts receivable
September 30, 2012		2		38	%		1		13	%
December 31, 2011		1		21	%		3		59	%
September 30, 2011		1		21	%		1		25	%

Subsequent to two acquisitions completed in fiscal 2009, the Company’s European operations have become a more material portion of its overall revenues. The table below provides revenues from European customers for the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

European revenues For the nine months ended
September 30, 2012					September 30, 2011
European revenues		% of Total revenues			European revenues		% of Total revenues
$	1,157,462		10	%	$	1,811,378		18	%

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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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.

FAIR VALUE MEASUREMENT

OmniComm’s capital structure includes the use of warrants and convertible debt features that are classified as derivative financial instruments. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value under ASC 815 Derivatives and Hedging. ASC 815 requires that changes in the fair value of derivative financial instruments with no hedging designation be recognized as gains/(losses) in the earnings statement. The fair value measurement is determined in accordance with ASC 820 Fair Value Measurements and Disclosures.

DEFERRED REVENUE

Deferred revenue represents cash advances and amounts in accounts receivable as of the balance sheet date 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 September 30, 2012, the Company had $4,774,779 in deferred revenues relating to contracts for services to be performed over periods ranging from one month to five years. The Company had $3,907,430 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 $191,894 and $203,655 for the nine month periods ended September 30, 2012 and September 30, 2011, respectively and are included under selling, general and administrative expenses on our consolidated financial statements.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

RESEARCH AND DEVELOPMENT EXPENSES

Software development costs are included in research and development 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 nine month periods ended September 30, 2012 and September 30, 2011 we spent approximately $1,867,778 and $1,894,690 respectively, on research and development activities, which include costs associated with the development of our software products and services for our clients’ projects and which are primarily comprised of salaries and related expenses for our software developers and consulting fees paid to third-party consultants. Research and development 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 7,500,000 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 12,500,000 shares in accordance with the terms of the 1998 Plan document. Each plan is more fully described in “Note 14, 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

The Company accounts for Earnings 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 with 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 the first nine months of 2012, we adopted the following new accounting pronouncements:

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 amends ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the ASC 820 disclosure requirements, particularly for Level 3 fair value measurements. Our adoption of these new provisions of ASU 2011-04 on January 1, 2012 did not have an impact on our consolidated financial statements.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. We adopted the provisions of ASU 2011-05 on January 1, 2012 and have elected to present two separate consecutive statements in our consolidated financial statements.

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). ASU 2011-11 enhances the 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, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

On January 1, 2012, FASB Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment ("ASU 2011-08") became effective. This standard gives an entity the option of either performing Step One of the goodwill impairment test or performing a qualitative assessment to determine whether performing Step One of the goodwill impairment test is necessary. An entity may choose to perform the qualitative assessment for some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit in any period and proceed directly to Step One of the impairment test. Our adoption of ASU 2011-08 did not have an impact on our financial statements.

In July 2012, FASB issued Accounting Standards Update 2012-02, Balance Sheet- Intangibles- Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-002 is an Amendment to FASB Accounting Standards Update 2011-08. The objective of the amendments in this Update is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

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 research and development activities and to market, sell and commercialize our technology. We may need to raise substantial additional capital to fund our future operations. Our capital requirements will depend on many factors, including the problems, delays, expenses and complications frequently encountered by companies developing and commercializing new technologies; the progress of our research and development activities; the rate of technological advances; determinations as to the commercial potential of our technology under development; the status of competitive technology; the establishment of collaborative relationships; the success of our sales and marketing programs; and other changes in economic, regulatory or competitive conditions in our planned business.

Estimates about the adequacy of funding for our activities are based upon certain assumptions, including assumptions that the research and development programs relating to our technology can be conducted at projected costs and that progress towards the commercialization of our technology will be timely and successful. There can be no assurance that changes in our research and development plans, acquisitions or other events will not result in accelerated or unexpected expenditures.

To satisfy our capital requirements, we may seek additional financing through debt and equity financings. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or all of our research and product development and marketing programs. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our common and preferred stock 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 September 30, 2012 there is substantial doubt about the Company’s ability to continue as a going concern.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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 86,496,550 and 86,299,810 for the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

Basic earnings (loss) per share were calculated using the weighted average number of shares outstanding of 86,526,332 and 86,481,495 for the three month periods ended September 30, 2012 and September 30, 2011, respectively.

Antidilutive shares aggregating 82,521,509 and 92,995,959 have been omitted from the calculation of dilutive earnings (loss) per share for the nine month periods ended September 30, 2012 and September 30, 2011, respectively, as the shares were antidilutive. Provided below is the reconciliation between numerators and denominators of the basic and diluted earnings per shares: There were no differences between basic and diluted earnings per share for the nine month periods ended September 30. The table below provides a reconciliation of anti-dilutive securities outstanding as of September 30, 2012 and September 30, 2011, respectively.

Anti-dilutive security	September 30, 2012		September 30, 2011
Convertible preferred stock		2,750,149		2,750,149
Employee stock options		10,502,500		11,450,500
Warrants		44,089,580		52,195,758
Convertible notes		24,620,000		24,620,000
Shares issuable for accrued interest		559,280		1,979,552
Total		82,521,509		92,995,959

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 per share.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

For the nine months ended
	September 30, 2012								September 30, 2011
	Income (loss) numerator			Shares denominator		Per-share amount			Income (loss) numerator			Shares denominator		Per-share amount
Basic EPS	$	(6,417,743	)		86,496,550	$	(0.07	)	$	(4,534,687	)		86,299,810	$	(0.05	)

Effect of dilutive securities

None		-0-			-0-		-0-			-0-			-0-		-0-

Diluted EPS	$	(6,417,743	)		86,496,550	$	(0.07	)	$	(4,534,687	)		86,299,810	$	(0.05	)

For the three months ended
	September 30, 2012								September 30, 2011
	Income (loss) numerator			Shares denominator		Per-share amount			Income (loss) numerator		Shares denominator		Per-share amount
Basic EPS	$	(4,465,210	)		86,526,332	$	(0.05	)	$	458,552		86,481,495	$	0.01

Effect of dilutive securities

None		-0-			-0-		-0-			-0-		-0-		-0-

Diluted EPS	$	(4,465,210	)		86,526,332	$	(0.05	)	$	458,552		86,481,495	$	0.01

NOTE 5: PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

	September 30, 2012						December 31, 2011
	Cost		Accumulated depreciation		Net book value		Cost		Accumulated depreciation		Net book value		Estimated useful life
Computer & office equipment	$	1,485,357	$	1,141,486	$	343,871	$	1,550,907	$	1,094,152	$	456,755	5 Years
Leasehold improvements		80,351		65,955		14,396		75,476		60,785		14,691	5 Years
Computer software		1,499,677		1,378,347		121,330		1,477,539		1,207,662		269,877	3 Years
Office furniture		110,338		88,302		22,036		107,389		82,505		24,884	5 Years
Total	$	3,175,723	$	2,674,090	$	501,633	$	3,211,311	$	2,445,104	$	766,207

Depreciation expense for the nine month periods ended September 30, 2012 and September 30, 2011 was $308,666 and $355,554, respectively.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

NOTE 6: INTANGIBLE ASSETS, AT COST

Intangible assets consist of the following:

	September 30, 2012						December 31, 2011
Asset	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value		Estimated useful life
Customer lists	$	1,392,701	$	1,392,701	$	-0-	$	1,392,701	$	1,160,584	$	232,117	3 Years
	$	1,392,701	$	1,392,701	$	-0-	$	1,392,701	$	1,160,584	$	232,117

Amortization expense was $232,117 and $348,175 for the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

NOTE 7: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

Account	September 30, 2012		December 31, 2011
Accounts payable	$	616,594	$	672,516
Accrued payroll and related costs		535,357		176,900
Other accrued expenses		156,038		70,047
Accrued interest		605,559		541,372
Total accounts payable and accrued expenses	$	1,913,548	$	1,460,835

NOTE 8: NOTES PAYABLE

At September 30, 2012, the Company owed $5,138,865 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 date	Maturity date	Interest rate			September 30, 2012		Current		Long term		Current		Long term
2/1/2011	4/1/2013		12	%	$	137,500	$	137,500	$	-0-	$	-0-	$	-0-
4/1/2011	10/1/2012		12	%		45,000		45,000		-0-		-0-		-0-
12/31/2011	4/1/2013		12	%		20,000		-0-		-0-		20,000		-0-
4/1/2012	1/1/2014		12	%		17,500		-0-		17,500		-0-		-0-
12/16/2010	12/16/2012		12	%		20,000		20,000		-0-		-0-		-0-
12/31/2010	1/1/2013		10	%		308,561		308,561		-0-		-0-		-0-
12/31/2010	1/1/2013		10	%		123,425		123,425		-0-		-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
Discount on note payable								-0-		-0-		-0-		(775,429	)
Total					$	5,138,865	$	634,486	$	17,500	$	20,000	$	3,691,450

At December 31, 2011, the Company owed $5,270,665 in notes payable all of which were unsecured. The table below provides details as to the terms and conditions of the notes payable.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

					Ending principal		Non related party				Related party
Origination date	Maturity date	Interest rate			December 31, 2011		Current		Long term		Current		Long term
12/31/2010	7/1/2012		12	%	$	51,800	$	51,800	$	-0-	$	-0-	$	-0-
12/31/2010	7/1/2012		12	%		60,000		60,000		-0-		-0-		-0-
2/1/2011	4/1/2013		12	%		137,500		-0-		137,500		-0-		-0-
4/1/2011	10/1/2012		12	%		45,000		45,000		-0-		-0-		-0-
12/31/2011	4/1/2013		12	%		20,000		-0-		-0-		-0-		20,000
12/31/2010	4/1/2012		12	%		37,500		37,500		-0-		-0-		-0-
12/16/2010	12/16/2012		12	%		20,000		20,000		-0-		-0-		-0-
12/31/2010	1/1/2013		10	%		308,561		-0-		308,561		-0-		-0-
12/31/2010	1/1/2013		10	%		123,425		-0-		123,425		-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
Discount on note payable								-0-		-0-		-0-		(1,132,144	)
Total					$	5,270,665	$	214,300	$	569,486	$	-0-	$	3,354,735

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 Chief Executive Officer and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and has a maturity date of April 1, 2014. 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 $1,178,861 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 therefore $1,688,018. 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.

The Promissory Note replaced the following Promissory Notes that had been previously issued:

Promissory Note issued on April 13, 2010 for $450,000 with a maturity date of December 31, 2010.

ii.

Promissory Note issued on June 29, 2010 for $115,000 with a maturity date of December 31, 2010.

iii.

Promissory Note issued on September 30, 2010 for $695,000 with a maturity date of December 31, 2010.

iv.

Promissory Note issued on December 31, 2010 for $1,197,500 with a maturity date of December 31, 2011.

Promissory Note issued on December 31, 2010 for $409,379 with a maturity date of April 01, 2012.

On May 13, 2011, the Company issued a note payable in the principal amount of $96,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and has a maturity date of January 1, 2013. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

On September 2, 2011, the Company issued a note payable in the principal amount of $50,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note bore interest at a rate of 12% per annum and had a maturity date of January 1, 2013. This note was repaid in full on September 7, 2011.

On September 30, 2011, the Company issued a promissory note in the principal amount of $342,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note carries an interest rate of 12% per annum and is due on April 1, 2014. The promissory note consolidates the principal amounts owed under the following promissory notes originally issued during 2011. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

Promissory Note issued on August 16, 2011 for $80,000 with a maturity date of January 01, 2013.

ii.

Promissory Note issued on August 19, 2011 for $15,000 with a maturity date of January 01, 2013.

iii.

Promissory Note issued on August 25, 2011 for $35,000 with a maturity date of January 01, 2013.

iv.

Promissory Note issued on September 02, 2011 for $32,000 with a maturity date of January 01, 2013.

Promissory Note issued on September 15, 2011 for $80,000 with a maturity date of January 01, 2013.

vi.

Promissory Note issued on September 28, 2011 for $100,000 with a maturity date of January 01, 2013.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

On October 5, 2011, the Company issued a note payable in the principal amount of $130,000 to our Chief Executive Officer 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. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

On October 28, 2011, the Company issued a note payable in the principal amount of $123,000 to our Chief Executive Officer 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. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

On October 31, 2011, the Company issued a note payable in the principal amount of $82,000 to our Chief Executive Officer 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. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

On November 23, 2011, the Company issued a note payable in the principal amount of $60,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and had a maturity date of January 1, 2013. This was note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

On December 1, 2011, the Company issued a note payable in the principal amount of $150,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note bore interest at a rate of 12% per annum and had a maturity date of January 1, 2013. This note was repaid in full on December 27, 2011.

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 Chief Executive Officer 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:

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;

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.

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 $247,999 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 therefore $1,352,001. 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.

NOTE 9: CONVERTIBLE NOTES PAYABLE

The following table summarizes the convertible debt outstanding as of September 30, 2012.

																	Carrying amount
																	Short term				Long term
Date of issuance	Maturity date	Interest rate			Original principal		Principal at September 30, 2012		Allocated discount		Total discount amortized		Discount at September 30, 2012		Carrying amount at September 30, 2012		Related		Non related		Related		Non related
August 1, 1999	June 30, 2004		10	%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
August 29, 2008	August 29, 2013		10	%		2,270,000		1,920,000		2,052,080		2,052,080		-0-		1,920,000		1,920,000		-0-		-0-		-0-
December 16, 2008	December 16, 2013		12	%		5,075,000		4,980,000		1,370,250		1,370,250		-0-		4,980,000		-0-		-0-		4,980,000		-0-
September 30, 2009	April 1, 2013		12	%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		1,100,000		100,000		-0-		-0-
December 31, 2009	October 1, 2013		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	$	3,020,000	$	175,000	$	6,420,000	$	50,000

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

The following table summarizes the convertible debt outstanding as of December 31, 2011.

																	Carrying amount
																	Short term				Long term
Date of issuance	Maturity date	Interest rate			Original principal		Principal at December 31, 2011		Allocated discount		Total discount amortized		Discount at December 31, 2011		Carrying amount at December 31, 2011		Related		Non related		Related		Non related
August 1, 1999	June 30, 2004		10	%	$	862,500	$	75,000	$	-0-	$	-0-	$	-0-	$	75,000	$	-0-	$	75,000	$	-0-	$	-0-
August 29, 2008	August 29, 2013		10	%		2,270,000		1,920,000		2,052,080		2,052,080		-0-		1,920,000		-0-		-0-		1,920,000		-0-
December 16, 2008	December 16, 2013		12	%		5,075,000		4,980,000		1,370,250		1,370,250		-0-		4,980,000		-0-		-0-		4,980,000		-0-
September 30, 2009	April 1, 2013		12	%		1,400,000		1,200,000		526,400		526,400		-0-		1,200,000		-0-		-0-		1,100,000		100,000
December 31, 2009	October 1, 2013		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	$	-0-	$	75,000	$	9,440,000	$	150,000

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. As of September 30, 2012, 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 $100,358 of accrued interest at September 30, 2012.

Secured Convertible Debentures

On September 30, 2009, we 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 Chief Executive Officer. We 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 Chief Executive Officer and Director, Cornelis F. Wit. The Company also extended the expiration date of the warrants associated with the September 2009 offering. The warrants are now exercisable until September 30, 2015 at an exercise price of $0.25 per share.

Convertible Debentures

On December 31, 2009, we 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 Chief Executive Officer. We 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 June 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 Chief Executive Officer and Director, Cornelis F. Wit. The Company also extended the expiration date of the warrants associated with the December 2009 offering. The warrants are now exercisable until December 31, 2015 at an exercise price of $0.25 per share.

The payments required at maturity under the Company’s outstanding convertible debt at September 30, 2012 are as follows:

2012	$	75,000
2013		9,590,000
2014		-0-
2015		-0-
Total	$	9,665,000

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

NOTE 10: 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:

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities

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

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 nine month periods ended September 30, 2012 and September 30, 2011.

The Company’s financial assets or liabilities subject to ASC 820 as of September 30, 2012 include the conversion feature and warrant liability associated with convertible debentures issued during fiscal 2008 and 2009 and the warrants issued during 2011 that are associated with notes payable that were issued to our Chief Executive Officer and Director, Cornelis F. Wit. 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 9 – Convertible Notes Payable.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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 of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at September 30,		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	$	2,270,336	$	-0-	$	-0-	$	2,270,336
Warrant liability		4,985,543		-0-		-0-		4,985,543
Total of derivative liabilities	$	7,255,879	$	-0-	$	-0-	$	7,255,879

(1) The fair value of the derivative instruments was estimated using the Black Scholes option pricing model with the following assumptions for the nine months ended September 30, 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 September 30, 2012
Risk free interest rate	0.18%	to	0.38%
Dividend yield		0.00%
Expected volatility	216.4%	to	267.5%
Expected life (range in years)
Conversion feature liability	0.50	to	1.21
Warrant liability	0.17	to	3.50

A summary of the fair value of liabilities measured at fair value on a recurring basis follows:

	Fair value at December 31, 2011		Quoted prices in active markets for identical assets/ liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

Derivatives: (1) (2)
Conversion feature liability	$	758,911	$	-0-	$	-0-	$	758,911
Warrant liability		1,692,708		-0-		-0-		1,692,708
Total of derivative liabilties	$	2,451,619	$	-0-	$	-0-	$	2,451,619

(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, 2011

(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, 2011
Risk free interest rate	0.11%	to	0.39%
Dividend yield		0.00%
Expected volatility	179.7%	to	261.0%
Expected life (range in years)
Conversion feature liability	1.25	to	1.96
Warrant liability	0.16	to	4.25

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

	Other income for the nine months ended
	September 30, 2012			September 30, 2011
The net amount of total gains/(losses) for the period included in earnings attributable to the unrealized gain or loss from changes in derivative liabilities at the reporting date	$	(4,804,260	)	$	(2,041,161	)

Total unrealized gains/(losses) included in earnings	$	(4,804,260	)	$	(2,041,161	)

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 periods ended September 30, 2012 and December 31, 2011. The tables reflect changes for all financial liabilities at fair value categorized as Level 3 as of September 30, 2012 and December 31, 2011.

	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
Period ended September 30, 2012
Derivatives:
Conversion feature liability	$	758,911	$	-0-	$	1,511,425	$	-0-	$	-0-	$	2,270,336
Warrant liability		1,692,708		-0-		3,292,835		-0-		-0-		4,985,543
Total of derivative liabilties	$	2,451,619	$	-0-	$	4,804,260	$	-0-	$	-0-	$	7,255,879

	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 year
Year ended December 31, 2011
Derivatives:
Conversion feature liability	$	92,206	$	-0-	$	666,705	$	-0-	$	-0-	$	758,911
Warrant liability		261,148		-0-		4,700		1,426,860		-0-		1,692,708
Total of derivative liabilties	$	353,354	$	-0-	$	671,405	$	1,426,860	$	-0-	$	2,451,619

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

NOTE 11: 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 September 30, 2012 are as follows:

2012	$	81,596
2013		387,648
2014		324,456
2015		289,386
2016		212,028
2017		45,713
Total	$	1,340,827

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 $649,424 and $689,836 for the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

The Company’s corporate office lease expires in September 2016. The Company’s lease on its New Jersey field office expires in February 2013. The Company currently operates its wholly-owned subsidiary, OmniComm Ltd., in the United Kingdom under the terms of a lease that expires in September 2017. The Company currently operates its wholly-owned subsidiary, OmniComm Europe, GmbH, in Germany under the terms of a lease that expires in July 2015.

LEGAL PROCEEDINGS

On January 9, 2012, Simon Kemp, a former employee in the UK of our OmniComm Ltd. subsidiary, filed a claim with the Southampton Employment Tribunal alleging unfair dismissal, failure to provide a written statement of particulars of employment and breach of contract. The company disagrees with the allegations and filed a response with the Employment Tribunal in February 2012. On August 14, 2012, the Company and Mr. Kemp, subject to the terms agreed to in a pre-tribunal hearing conciliation entered into a settlement agreement and full release subject to mutual non-disclosure provisions.

PATENT LITIGATION SETTLEMENT

On April 9, 2009, we entered into a Settlement and License Agreement with DataSci, LLC (“DataSci”). DataSci granted us a worldwide, non-exclusive non-transferable right and license under the Licensed Patent and the right to sublicense TrialMaster on a Technology Transfer and Technology Transition basis. 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:

2012	$	625,000
2013		450,000
2014		450,000
2015		450,000
2016		450,000
2017		450,000
Total	$	2,875,000

During the nine month periods ended September 30, 2012 and September 30, 2011 the Company recorded a charge to earnings of $166,442 and $110,519, respectively, which amounts represent (1) the amount of additional license expense incurred above the stipulated minimum in the DataSci License Agreement during the nine month periods ended September 30, 2012 and September 30, 2011 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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

EMPLOYMENT AGREEMENTS

We have employment agreements in place with the following members of our executive management team:

Cornelis F. Wit, Chief Executive Officer

Randall G. Smith, Chief Technology Officer

Stephen E. Johnson, President and Chief Operating Officer

The agreements provide, among other things, for participation in employee benefits available to employees and executives. Each of the agreements will renew for successive one-year terms unless the agreement is expressly cancelled by either the employee or the Company ninety days prior to the end of the term. Under the terms of the agreement, we may terminate the employee’s employment upon 30 days notice of a material breach and the employee may terminate the agreement under the same terms and conditions. The employment agreements contain customary non-disclosure and severance provisions, as well as non-compete clauses.

In December 2011, we entered into a consulting agreement with Dr. Ronald T. Linares to serve as our Chief Financial Officer. The consulting agreement commences on January 1, 2012 and may be terminated by either party at any time and for any reason upon thirty (30) days prior written notice. The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives. The consulting agreement contains customary non-disclosure provisions, as well as a one year non-competition restriction following the termination of the agreement.

NOTE 12: RELATED PARTY TRANSACTIONS

Fernando Montero, a former member of our Board of Directors, is president, director and sole shareholder of Mentor Capital Corporation (“Mentor Capital”). Mentor Capital is the fund manager for Atlantic Balanced Fund (“ABF”) having voting and dispositive control of the shares in OmniComm Systems, Inc. held by ABF and therefore Mr. Montero may be deemed to beneficially own the shares held by ABF. Mr. Montero also has voting and dispositive control of the shares in OmniComm Systems, Inc. held by Atlantic Security Bank (“ASB”) and therefore may be deemed to beneficially own the shares held by ASB. Mr. Montero may be deemed to beneficially own an aggregate of 6,523,411 shares of the Common Stock (as described below), which constitute approximately 7.5% of the outstanding shares of our Common Stock.

On December 16, 2010, we issued a promissory note with a principal amount of $20,000 to our Chairman and Chief Technology Officer, Randall G. Smith. On December 31, 2011, the Company extended the promissory note that had matured on that date. The promissory note bears interest at 12% per annum with interest payable monthly. Mr. Smith extended the maturity date of his promissory note until April 1, 2013.

As of September 30, 2012, we have an aggregate of $13,126,879 principal amount of convertible notes payable and promissory notes outstanding to Cornelis Wit, our Chief Executive Officer and a director, and have issued certain warrants to Mr. Wit, as follows:

On February 14, 2008, $150,000 principal amount promissory note. This note was convertible at the option of the holder into any New Securities (“New Securities”) we issue before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This convertible note carried an interest rate of 10% per annum and was due on December 31, 2009. On December 16, 2008, Mr. Wit agreed to convert this convertible note into a private placement of convertible debentures, which convertible debentures were due on December 16, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of the convertible debenture he was issued by three years to December 16, 2013.

On June 10, 2008, $210,000 principal amount convertible note and common stock purchase warrants to purchase an aggregate of 264,706 shares of our common stock. We received net proceeds of $210,000. This note was convertible at the option of the holder into any securities we issue (“New Securities”) before maturity of the convertible debenture on the same terms and conditions of the sale of the New Securities. This convertible debenture, which carried an interest rate of 10% per annum, was due on June 10, 2009. On August 29, 2008, Mr. Wit agreed to convert this convertible debenture into a private placement of convertible debentures that originally matured on August 29, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

On June 10, 2008, $300,000 principal amount convertible note. This note was convertible at the option of the holder into any New Securities (“New Securities”) we issue before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This convertible note carried an interest rate of 10% per annum and was originally due on June 30, 2010. On August 29, 2008, Mr. Wit agreed to convert this convertible note into a private placement of convertible debentures, which convertible debentures that originally matured on August 29, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.

During August 2008, $1,260,000 principal amount convertible note that is part of a private placement of Convertible Debentures that originally matured in August 29, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a Secured Convertible Debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to August 29, 2013.

From September 2008 to December 2008, $4,200,000 principal amount convertible notes. These notes were convertible at the option of the holder into any New Securities (“New Securities”) we issue before maturity of the Convertible Note on the same terms and conditions of the sale of the New Securities. These convertible notes carried an interest rate of 12% per annum and were due on December 31, 2009. On December 16, 2008, Mr. Wit agreed to convert these convertible notes into a private placement of convertible debentures, which convertible debentures originally matured on December 16, 2010. Mr. Wit waived his anti-dilution rights relating to the outstanding debenture and warrants issued in this transaction as part of the terms and conditions of a secured convertible debenture financing the Company completed in September 2009. In addition, Mr. Wit agreed to extend the maturity date of convertible debenture he was issued by three years to December 16, 2013.

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. This note was convertible at the option of the holder into any new securities we issue before maturity of this promissory note on the same terms and conditions of the sale of any new securities issued. This convertible note carried an interest rate of 12% per annum and was due on December 31, 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, which Secured Convertible Debentures were due on March 30, 2011 which were convertible into 4,400,000 shares of common stock and received 4,400,000 warrants to purchase common stock of the Company. On March 30, 2011, 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.

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. This note was convertible at the option of the holder into any new securities we issued before the maturity of this promissory note on the same terms and conditions of the sale of any new securities issued. This convertible note carried an interest rate of 12% per annum and was due on 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. 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 September 30, 2010, $1,000,000 principal amount promissory note with a maturity date of December 31, 2011. This note carries an interest rate of 12% per annum. The promissory note was comprised of the following amounts received on the following dates: (i) principal amount of $50,000 received on July 6, 2010, (ii) principal amount of $65,000 received on July 14, 2010, (iii) principal amount of $175,000 received on July 15, 2010, (iv) principal amount of $140,000 received on July 30, 2010, (v) principal amount of $400,000 received on August 12, 2010, (vi) principal amount of $90,000 received on August 27, 2010, and (vii) principal amount of $80,000 received on August 31, 2010. On November 30, 2010, the note was converted by Mr. Wit into 250,000 shares of the Company’s Series D Preferred Stock.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

On April 13, 2010, $450,000 principal amount promissory note with a maturity date of December 31, 2011. This note carries an interest rate of 12% per annum and was consolidated on March 31, 2011 into a new note with a principal amount of $2,866,879.

On June 29, 2010, $115,000 principal amount promissory note with a maturity date of December 31, 2011. This note carries an interest rate of 12% per annum and was consolidated on March 31, 2011 into a new note with a principal amount of $2,866,879.

On September 30, 2010, $695,000 principal amount promissory note with a maturity date of December 31, 2011. This note carries an interest rate of 12% per annum. The promissory note was comprised of the following amounts received on the following dates: (i) principal amount of $120,000 received on August 31, 2010, (ii) principal amount of $50,000 received on September 7, 2010, (iii) principal amount of $200,000 received on September 15, 2010, (iv) principal amount of $90,000 received on September 22, 2010, (v) principal amount of $200,000 received on September 29, 2010, and (vi) principal amount of $35,000 received on September 30, 2010. This note was consolidated on March 31, 2011 into a new note with a principal amount of $2,866,879.

On December 31, 2010, $1,197,500 principal amount promissory note with a maturity date of December 31, 2011. The note carries an interest rate of 12% per annum. The promissory note is comprised of the following amounts received on the following dates: (i) principal amount of $150,000 received on October 15, 2010, (ii) principal amount of $140,000 received on October 26, 2010, (iii) principal amount of $200,000 received on October 28, 2010, (iv) principal amount of $43,500 received on November 2, 2010, (v) principal amount of $200,000 received on November 10, 2010, (vi) principal amount of $32,000 received on November 22, 2010, (vii) principal amount of $37,000 received on November 29, 2010, (viii) principal amount of $160,000 received on November 30, 2010, (ix) principal amount of $25,000 received on December 2, 2010, (x) principal amount of $50,000 received on December 8, 2010, (xi) principal amount of $10,000 received on December 9, 2010, (xii) principal amount of $40,000 received on December 15, 2010, and (xiii) principal amount of $110,000 received on December 16, 2010. This note was consolidated on March 31, 2011 into a new note with a principal amount of $2,866,879.

On December 31, 2010, $409,379 principal amount promissory note with a maturity date of April 1, 2012. The note carries and interest rate of 12% per annum. The note is comprised of accrued and unpaid interest owed as of December 31, 2010 on various notes held by Mr. Wit that were converted into the principal amount owed under this note payable. This note was consolidated on March 31, 2011 into a new note with a principal amount of $2,866,879.

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.

Promissory Note issued on December 31, 2010 for $409,379 with a maturity date of April 01, 2012.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

Promissory Note issued on August 16, 2011 for $80,000 with a maturity date of January 01, 2013.

ii.

Promissory Note issued on August 19, 2011 for $15,000 with a maturity date of January 01, 2013.

iii.

Promissory Note issued on August 25, 2011 for $35,000 with a maturity date of January 01, 2013.

iv.

Promissory Note issued on September 02, 2011 for $32,000 with a maturity date of January 01, 2013.

Promissory Note issued on September 15, 2011 for $80,000 with a maturity date of January 01, 2013.

vi.

Promissory Note issued on September 28, 2011 for $100,000 with a maturity date of January 01, 2013.

On November 23, 2011, the Company issued a note payable in the principal amount of $60,000 to our Chief Executive Officer and Director, Cornelis F. Wit. The note accrues interest at a rate of 12% per annum and had a maturity date of January 1, 2013. This note was consolidated on December 31, 2011 into a new note with a principal amount of $1,600,000.

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;

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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

For the nine months ended September 30, 2012 and September 30, 2011 we incurred $1,573,444, and $1,099,578, respectively, in interest expense payable to related parties.

NOTE 13: 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 September 30, 2012 we had the following outstanding securities:

o 86,556,495 shares of common stock issued and outstanding;

o 44,089,580 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 Notes Payable 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.

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.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

The following table presents the cumulative arrearage of undeclared dividends by class of preferred stock as of September 30, 2012 and September 30, 2011, respectively, and the per share amount by class of preferred stock.

	Cumulative arrearage as of				Cumulative arrearage per share as of
Series of preferred stock	September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011

Series A	$	2,122,189	$	1,944,661	$	0.51	$	0.47
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	$	4,204,169	$	4,026,641

The following table presents preferred dividends accreted for the nine month periods ended September 30, 2012 and September 30, 2011, respectively, and the per share effect of the preferred dividends if their effect was not anti-dilutive.

	Dividends accreted nine months ended September 30,				Dividends per share nine months ended September 30,
	2012		2011		2012		2011
Preferred stock dividends in arrears Series A	$	177,528	$	153,850	$	0.04	$	0.04
Preferred stock dividends in arrears Series B	$	-0-	$	-0-	$	0.00	$	0.00
Preferred stock dividends in arrears Series C	$	-0-	$	-0-	$	0.00	$	0.00

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 nine month period ended September 30, 2012 and the year ended December 31, 2011, and the related changes during the period.

September 30, 2012 Warrants outstanding										September 30, 2012 Warrants exercisable
Range of exercise price				Number outstanding at September 30, 2012		Weighted average remaining contractual life		Weighted Average exercise price		Number exercisable at September 30, 2012		Weighted average exercise price
$	0.25	–	0.60		44,089,580		2.52	$	0.36		44,089,580	$	0.36

December 31, 2011 Warrants Outstanding										December 31, 2011Warrants Exercisable
Range of exercise price				Number outstanding at December 31, 2011		Weighted average remaining contractual life		Weighted Average exercise price		Number exercisable at December 31, 2011		Weighted average exercise price
$	0.25	–	0.60		58,595,758		1.94	$	0.38		58,595,758	$	0.38

Warrants
Balance at December 31, 2011	58,595,758
Issued	-0-
Exercised	-0-
Expired/forfeited	(14,506,178	)
Balance at September 30, 2012	44,089,580
Warrants exercisable at September 30, 2012	44,089,580
Weighted average fair value of warrants granted during 2012	n/a

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

Other Comprehensive Gain (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 gain (loss). The following table lists the beginning balance, quarterly activity and ending balance of the components of accumulated other comprehensive gain (loss).

	Foreign currency translation			Accumulated other comprehensive gain (loss)
Balance December 31, 2010	$	(24,298	)	$	(24,298	)
2011 Activity		(29,416	)		(29,416	)
Balance at December 31, 2011		(53,714	)		(53,714	)
2012 Activity		(10,586	)		(10,586	)
Balance at September 30, 2012	$	(64,300	)	$	(64,300	)

NOTE 14: 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 September 30, 2012, there were 4,468,500 outstanding options that have been granted under the 2009 Plan. At September 30, 2012, there were 3,031,500 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 September 30, 2012, there were 6,034,000 outstanding options that have been granted under the 1998 Plan.

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

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, 2010		11,822,000		$	0.39		3.21	$	-0-
Granted		1,686,000			0.12
Exercised		-0-			-0-
Forfeited/cancelled/expired		(2,350,000	)		0.30

Outstanding at December 31, 2011		11,158,000			0.37		2.52	$	-0-
Granted		325,000			0.11
Exercised		(265,000	)		0.20
Forfeited/cancelled/expired		(715,500	)		0.47

Outstanding at September 30, 2012		10,502,500		$	0.36		1.88	$	42,648


Vested and exercisable at September 30, 2012		9,084,083		$	0.40		1.55	$	5,028

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 September 30, 2012.

The total number of shares vested and the fair value of shares vested for the nine month periods ended September 30, 2012 and September 30, 2011, respectively, was:

	Number of options vested		Fair value of options vested
Fair value of options vested during the nine months ended September 30, 2012		691,333	$	70,383
Fair value of options vested during the nine months ended September 30, 2011		1,307,500	$	303,673

Cash received from stock option exercises for the nine month periods ended September 30, 2012 and September 30, 2011 was $-0- and $-0-, respectively. Due to the Company’s net loss position, no income tax benefit has been realized during the nine month periods ended September 30, 2012 and September 30, 2011.

The following table summarizes information concerning options outstanding at September 30, 2012:

Awards breakdown by price range at September 30, 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		3,328,500		3.22	$	0.15		1,910,083		2.66	$	0.17
0.21	to	0.29		2,700,000		1.36		0.26		2,700,000		1.36		0.26
0.30	to	0.49		755,000		1.05		0.45		755,000		1.05		0.45
0.50	to	0.70		3,719,000		1.22		0.60		3,719,000		1.22		0.60
0.00	to	0.70		10,502,500		1.88	$	0.36		9,084,083		1.55	$	0.40

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

The following table summarizes information concerning options outstanding at December 31, 2011:

	Awards breakdown by price range at December 31, 2011
			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		3,376,000		3.75	$	0.15		1,547,500		3.02	$	0.20
0.21	to	0.29		2,785,000		2.08		0.26		2,785,000		2.08		0.26
0.30	to	0.49		875,000		1.90		0.45		875,000		1.90		0.45
0.50	to	0.70		4,122,000		1.94		0.60		4,122,000		1.94		0.60
0.00	to	0.70		11,158,000		2.52	$	0.37		9,329,500		2.16	$	0.42

The weighted average fair value (per share) of options granted during the nine month period ended September 30, 2012 was $0.10 and $0.11 during the nine month period ended September 30, 2011. The Black Scholes option-pricing model was utilized to calculate these values.

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 that have been granted. 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.

Below are the assumptions for the fair value of share-based payments for the nine month periods ended September 30, 2012 and September 30, 2011.

	Stock option assumptions for the nine months ended
Stock option assumptions	September 30, 2012			September 30, 2011
Risk-free interest rate		0.37	%		0.38	%
Expected dividend yield		0.0	%		0.0	%
Expected volatility		186.6	%		146.8	%
Expected life of options (in years)		5			5

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

	Weighted average grant date fair value
	2012		2011
Stock options granted during the nine month period ended September 30,	$	0.10	$	0.11

Stock options vested during the nine month period ended September 30,	$	0.10	$	0.23

Stock options forfeited during the nine month period ended September 30,	$	0.33	$	0.17

OMNICOMM SYSTEMS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND SEPTEMBER 30, 2011

(unaudited)

A summary of the status of the Company’s non-vested shares underlying stock options as of September 30, 2012, and changes during the nine month period ended September 30, 2012 is as follows:

	Shares underlying stock options		Weighted average grant date fair value
Nonvested shares at January 1, 2012		1,828,500	$	0.10

Nonvested shares at September 30, 2012		1,418,417	$	0.09

As of September 30, 2012, approximately $105,754 of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a weighted-average period of 1.47 years.

NOTE 15: 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:

	September 30, 2012			September 30, 2011
Statutory rate applied to loss before income taxes	$	(2,327,610	)	$	(1,648,509	)
Increase (decrease) in income taxes results from:
Current tax expense (benefit)		54,699			-0-
Non deductible expenses		1,961,459			1,034,385
Change in deferred assets		62,632			45,545
Change in valuation allowance		303,519			568,579

Income tax expense (benefit)	$	54,699		$	-0-

The components of income tax expense (benefit) for the nine month periods ended:

	September 30, 2012			September 30, 2011
Current tax expense (benefit):	$	54,699		$	-0-

Bad debt allowance		(47,701	)		-0-
Operating loss carryforward		(318,450	)		(614,124	)
Patent litigation settlement		62,632			45,545
Deferred tax expense (benefit):		(303,519	)		(568,579	)

Valuation allowance		303,519			568,579
Total tax expense (benefit)	$	54,699		$	-0-

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

	September 30, 2012			December 31, 2011
Amortization of intangibles	$	283,698		$	283,698
Bad debt allowance		100,330			52,629
Patent litigation liability accrual		401,020			463,652
Operating loss carryforwards		17,238,505			16,920,055
Gross deferred tax assets		18,023,553			17,720,034

Valuation allowance		(18,023,553	)		(17,720,034	)
Net deferred tax asset	$	-0-		$	-0-

The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $48,083,003. This loss is allowed to be offset against future income until the year 2032 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 September 30, 2012. The change in the valuation allowance for the nine month period ended September 30, 2012 was an increase of $313,440.

ITEM 2. 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 unaudited 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-Q 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-Q 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-Q. 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.

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®; and eClinical Suite™ (the “eClinical Software Products”), allow clinical trial sponsors and investigative sites to securely collect, validate, transmit and analyze clinical trial data.

In 2012, 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;

Expanding our penetration of the large pharmaceutical sponsor market;

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 2011, 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 efforts both domestically and in Europe during the remainder of 2012.

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 $1,867,778 and $1,894,690 on R & D activities during the nine months ended September 30, 2012 and September 30, 2011, respectively. The majority of these expenses represent salaries and related benefits to our developers which include the costs associated with the continued development of our EDC software applications to meet current customer requirements and with our efforts at enhancing our suite of products by incorporating new features and services we believe will improve the products and consequently improve our market position. As our industry matures a critical success factor will be the ability of eClinical service providers to offer robust, end-to-end solutions than can either provide a comprehensive eClinical solution for our clients or that will allow us the ability to seamlessly integrate with complementary partnered products and services. Our R&D team is comprised of 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 success in broadening our client roster over the past several fiscal years, via both organic growth and through acquisitions. 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 2011, we emphasized commercializing our products on a licensed basis. During 2011 we experienced positive strides towards achieving this goal. We successfully increased the number of clients utilizing our 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 the first nine months of 2012 we added seven new clients to our base of installed licenses. 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 the remainder of 2012.

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. 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 10% of total revenues for the nine months ended September 30, 2012.

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 the remainder of 2012. We have increased the marketing and business development budget for our TrialOne product during the first nine months of 2012 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 through the addition of sales personnel and by increasing the number of industry tradeshows and conferences that we attend. 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.

The nine months ended September 30, 2012 compared with the nine months ended September 30, 2011

Results of Operations

A summarized version of our results of operations for the nine months ended September 30, 2012 and September 30, 2011 is included in the table below.

Summarized Statement of Operations

For the nine months ended

September 30,

	2012			% of Revenues			2011			% of Revenues			$ Change			% Change
Total revenues	$	11,897,488					$	10,003,503					$	1,893,985			18.9	%

Cost of sales		2,418,324			20.3	%		1,504,597			15.0	%		913,727			60.7	%

Gross margin		9,479,164			79.7	%		8,498,906			85.0	%		980,258			11.5	%

Salaries, benefits and related taxes		6,374,375			53.6	%		6,018,625			60.2	%		355,750			5.9	%
Rent		649,424			5.5	%		689,836			6.9	%		(40,412	)		-5.9	%
Consulting		144,496			1.2	%		230,630			2.3	%		(86,134	)		-37.3	%
Legal and professional fees		236,967			2.0	%		299,349			3.0	%		(62,382	)		-20.8	%
Other expenses		1,071,790			9.0	%		1,199,172			12.0	%		(127,382	)		-10.6	%
Selling, general and administrative		698,512			5.9	%		647,109			6.5	%		51,403			7.9	%
Total operating expenses		9,175,564			77.1	%		9,084,721			90.8	%		90,843			1.0	%

Operating income/(loss)		303,600			2.6	%		(585,815	)		-5.9	%		889,415			151.8	%

Interest expense		(1,662,981	)		-14.0	%		(1,768,258	)		-17.7	%		105,277			-6.0	%
Interest income		225			0.0	%		4,625			0.0	%		(4,400	)		-95.1	%
Transaction gain/(loss)		6			0.0	%		9,772			0.1	%		(9,766	)		-99.9	%
Loss on sale of property and equipment		(22,106	)		-0.2	%		-0-			0.0	%		(22,106	)		n/a
Change in derivatives		(4,804,260	)		-40.4	%		(2,041,161	)		-20.4	%		(2,763,099	)		-135.4	%

(Loss) before income taxes and benefits		(6,185,516	)		-52.0	%		(4,380,837	)		-43.8	%		(1,804,679	)		-41.2	%
Income tax expense (benefit)		(54,699	)		-0.5	%		-0-			0.0	%		(54,699	)		n/a

Net loss		(6,240,215	)					(4,380,837	)					(1,859,378	)		-42.4	%

Total preferred stock dividends		(177,528	)		-1.5	%		(153,850	)		-1.5	%		(23,678	)		-15.4	%

Net loss attributable to common stockholders	$	(6,417,743	)		-53.9	%	$	(4,534,687	)		-45.3	%	$	(1,883,056	)		-41.5	%

Net loss per share, basic and diluted	$	(0.07	)				$	(0.05	)

Weighted average number of shares outstanding		86,496,550						86,299,810

Revenues for the nine months ended September 30, 2012 increased 18.9% as compared to the nine months ended September 30, 2011. The table below provides a comparison of our recognized revenues for the nine months ended September 30, 2012 and September 30, 2011.

	For the nine months ended
Revenue activity	September 30, 2012				September 30, 2011				$ Change			% Change
Set-up fees	$	4,085,437	34.3	%	$	2,495,415	24.9	%	$	1,590,022			63.7	%
Change orders		202,498	1.7	%		251,961	2.5	%		(49,463	)		-19.6	%
Maintenance		3,928,079	33.0	%		4,119,880	41.3	%		(191,801	)		-4.7	%
Software licenses		2,525,933	21.2	%		2,163,071	21.6	%		362,862			16.8	%
Professional services		638,302	5.4	%		520,930	5.2	%		117,372			22.5	%
Hosting		517,239	4.3	%		452,246	4.5	%		64,993			14.4	%
Total	$	11,897,488	100.0	%	$	10,003,503	100.0	%	$	1,893,985			18.9	%

Overall revenue increased by $1,893,985 or 18.9%. This is primarily the result of an increase in Set-up fees relating to the successful acquisition of new ASP contracts from both existing and new customers. Revenue from Set-up fees was $4,085,437 and $2,495,415 for the nine months ended September 30, 2012 and September 30, 2011 respectively, a 63.7% increase.

We recorded revenue of $8,398,821, including $1,377,287 from licensing and $2,308,526 from maintenance associated with our TrialMaster suite during the nine months ended September 30, 2012 compared with revenue of $6,278,137 that included $1,083,753 in licensing revenues and $2,238,234 in maintenance revenues during the nine months ended September 30, 2011. The increase in revenue is the result of maintaining and expanding our relationships with our existing clients while also expanding our installed client base with the addition of new clients.

We recorded $3,360,120 in revenues associated with clients using the eClinical software application suite (“eClinical”) during the nine months ended September 30, 2012 compared with $2,740,332 for the nine months ended September 30, 2011. eClinical revenues are primarily comprised of license subscriptions and revenues associated with our hosting and maintenance services.

We recorded $429,939 in revenues from hosting activities and $256,961 in consulting services associated with the eClinical suite during the nine months ended September 30, 2012 compared with $452,246 from hosting activities and $166,833 from consulting activities for the nine months ended September 30, 2011. Generally, these revenues are paid quarterly and are connected to hosting and client support for clients licensing that application. In addition we recorded $1,132,314 in from licensing relating to eClinical in the first nine months of 2012 as compared to $497,289 for the first nine months of 2011.

We recorded $138,546 in revenues associated with clients of our TrialOne EDC software for the nine months ended September 30, 2012 compared with $855,924 for the nine months ended September 30, 2011. Approximately $550,531 of the 2011 revenue related to a one-time sale to a single client. 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 $579,898 in Reimbursable revenues for the nine months ended September 30, 2012 and $50,721 for the nine months ended September 30, 2011. These amounts represent amounts associated with third-party services provided to our customers by our service and product partners. Although the services or products are provided by these third-party partners, we have a primary contractual obligation to our customers. These third-party services are primarily comprised of Interactive Voice and Web Response software services (IVR and IWR), travel and shipping that are incurred on our clients’ behalf. In accordance with ASC 605-45, Principal Agent Consideration, these amounts are recorded as revenue in the statement of operations with a corresponding expense recorded in cost of goods sold. While these relationships are an important part of our service offering we do not expect these amounts to continue to grow.

Our TrialMaster EDC application has 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 Set-up 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 both on a term and on a perpetual license basis with hosting and maintenance charges being paid quarterly. 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 51.1% of our revenues during the nine months ended September 30, 2012 and approximately 40.6% of our revenues during the nine months ended September 30, 2011. One customer accounted for approximately 20.5% and another accounted for approximately 17.2% of our revenues during the nine months ended September 30, 2012. One customer accounted for approximately 20.9% during the nine months ended September 30, 2011. The loss of any of these contracts or these customers in the future could adversely affect our results of operations.

Cost of goods sold increased approximately 60.7% or $913,727 for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. Cost of goods sold were approximately 20.3% of revenues for the nine months ended September 30, 2012 compared to approximately 15.0% for the nine months ended September 30, 2011. 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 and the costs associated with pass-through revenues. Cost of goods sold increased during the nine months ended September 30, 2012 primarily due to an increase in volume relating to pass-through expenses for a third-party service that is classified under cost of goods sold. The pass-through revenue and expense primarily relate to specific work being performed for a single client. At this time we do not expect the volume of the pass-through revenue and expense to grow significantly and therefore we do not expect any significant degradation of our gross margin. Although our experience to-date in licensing and deploying TrialMaster on a technology transfer or licensed basis has been limited, we expect our cost of goods sold to approximate 20% of revenues associated with those engagements.

We expect to increase development programming and support labor costs, the key components of our cost of goods sold, on an absolute basis as our trial revenues increase. We expect our cost of goods sold to remain in the 20% to 22% range we have historically experienced as we expand the number of licenses we deploy and service since we expect cost of sales from licensed engagements to fall in the 20% range as that business model matures. 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 1.0% for the nine months ended September 30, 2012 when compared to the nine months ended September 30, 2011. We are maintaining our focus on keeping our cost structure in line with our revenue. Total operating expenses were approximately 77.1% of revenues during the nine months ended September 30, 2012 compared to approximately 90.8% of revenues for the nine months ended September 30, 2011. We expect operating expenses to continue to decrease as a percentage of revenues. We believe we are currently achieving operating and administrative efficiencies at the operating expense level that will provide us leverage as our client and revenue base increase.

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Salaries and related expenses were our biggest operating expense at 69.8% of total operating expenses for the nine months ended September 30, 2012 compared to 66.3% of total operating expenses for the nine months ended September 30, 2011. Salaries and related expenses increased approximately 5.9% for the nine months ended September 30, 2012 when compared to the same period that ended September 30, 2011. The increase in salary expense is related to the additional staff required to support our increased workload resulting from the successful acquisition of new business coupled with cost of living and merit increases that occurred during the 4th quarter of 2011. The table below provides a summary of the significant components of salary and related expenses by primary cost category for the nine month periods ended September 30, 2012 and September 30, 2011.

	For the nine months ended
	September 30, 2012		September 30, 2011		Change			% Change
OmniComm corporate operations	$	4,948,201	$	4,033,199	$	915,002			22.7	%
New Jersey operations office		216,996		638,603		(421,607	)		-66.0	%
OmniComm Europe, GmbH		753,657		735,992		17,665			2.4	%
OmniComm Ltd.		404,010		499,283		(95,273	)		-19.1	%
Employee stock option expense		51,511		111,548		(60,037	)		-53.8	%
Total salaries and related expenses	$	6,374,375	$	6,018,625	$	355,750			5.9	%

We currently employ approximately 54 employees out of our Ft. Lauderdale, Florida corporate office, ten employees out of our New Jersey regional operating office, fourteen out-of-state employees, six employees out of a wholly-owned subsidiary in the United Kingdom and 21 employees out of a wholly-owned subsidiary in Bonn, Germany. 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. In addition we expect to increase R & D personnel as we continue our efforts to integrate an end-to-end solution comprised of our three primary eClinical solutions: TrialMaster, TrialOne and eClinical Suite.

During the nine months ended September 30, 2012 and the nine months ended September 30, 2011 we incurred $51,511 and $111,548, 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 for 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 decreased by approximately 5.9% during the nine months ended September 30, 2012 when compared to the nine months ended September 30, 2011. The table below details the significant portions of our rent expense. In particular, the decrease in 2012 is primarily associated with reductions in our co-location and disaster recovery facilities, German office and Corporate office rent expense offset by increases in our straight-line rent and our U.K. office 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 Ft. Lauderdale, Florida area. This facility provides us with disaster recovery and business continuity services for our operations. This lease expired in August 2012. We are operating under a month to month agreement as we negotiate a new long term agreement. We currently lease office space in Bonn, Germany for our European subsidiary, OmniComm Europe, GmbH under a lease that 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 development and integration of the eResearch EDC Assets. That lease expires in February 2013. Our OmniComm Ltd. subsidiary leases office space in Southampton, UK under a lease that expires in September 2017. In September 2010 we renewed our corporate office lease. That lease now extends through September 2016. The table below provides the significant components of our rent related expenses by location or subsidiary. Included in rent during the first nine months of 2012 was a reduction in expense of $6,965 in non-cash, straight line rent recorded to give effect to contractual, inflation-based rent increases in our leases compared to a reduction in expense of $14,948 in the first nine months of 2011.

For the nine months ended
	September 30, 2012			September 30, 2011			Change			% Change
Corporate office	$	238,780		$	244,483		$	(5,703	)		-2.3	%
Co location and disaster recovery facilities		243,193			277,055			(33,862	)		-12.2	%
New Jersey operations office		59,699			58,122			1,577			2.7	%
OmniComm Europe, GmbH		38,855			55,975			(17,120	)		-30.6	%
OmniComm Ltd.		75,862			69,149			6,713			9.7	%
Straight-line rent expense		(6,965	)		(14,948	)		7,983			-53.4	%
Total	$	649,424		$	689,836		$	(40,412	)		-5.9	%

Consulting services expense decreased to $144,496 for the nine months ended September 30, 2012 compared with $230,630 for the nine months ended September 30, 2011, a decrease of $86,134 or 37.3%. Consulting services were comprised of fees paid to consultants for help with developing our computer applications 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 the first nine months of 2011 as we utilized the services of additional third-party sources for portions of our product development work.

For the nine months ended
Expense Category	September 30, 2012		September 30, 2011		Change			% Change
Sales and marketing	$	19,278	$	1,395	$	17,883			1281.9	%
Product development		125,218		229,235		(104,017	)		-45.4	%
Total	$	144,496	$	230,630	$	(86,134	)		-37.3	%

Legal and professional fees decreased approximately 20.8% for the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. 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 or for services rendered to us related to securities and SEC related matters. During 2012 legal and professional fees decreased primarily due to decreases in Audit and Related expenses, Accounting Services expenses and Financial-Related Legal expenses. These decreases were partially offset by an increase in Employment Related Legal Expenses relating to new and existing employees as well as an increase in General Legal expense. The table below compares the significant components of our legal and professional fees for the nine months ended September 30, 2012 and September 30, 2011, respectively.

For the nine months ended
Expense Category	September 30, 2012		September 30, 2011		Change			% Change
Audit and related	$	50,916	$	95,705	$	(44,789	)		-46.8	%
Accounting services		99,759		113,053		(13,294	)		-11.8	%
Miscellaneous		-0-		17,076		(17,076	)		-100.0	%
Legal- employment related		59,310		56,288		3,022			5.4	%
Legal- financial related		6,807		16,357		(9,550	)		-58.4	%
General legal		20,175		870		19,305			2218.5	%
Total	$	236,967	$	299,349	$	(62,382	)		-20.8	%

Selling, general and administrative expenses (“SGA”) increased by approximately $51,403 or 7.9% for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. This increase is primarily due to increases in our License expenses as well as our Marketing expenses. During the nine months ended September 30, 2012 we recorded $166,442 in license fees associated with our license agreement with DataSci, LLC compared to $110,519 during the nine months ended September 30, 2011. We recorded a license fee of $0 during the nine months ended September 30, 2012 as compared to an expense of $10,514 for the nine months ended September 30, 2011, relating to a license agreement with Logos Holdings, Ltd. relating to certain clients we acquired as part of our acquisition of Logos Technologies, Ltd. in August 2009. In addition, SGA expenses relate primarily to costs incurred in running our offices in Fort Lauderdale, FL, Monmouth Junction, New Jersey, Southampton, England and Bonn, Germany on a day-to-day basis and other costs not directly related to other captioned items in our income statement. SGA 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 2011 and 2010 the Company spent approximately $250,000 per year on marketing, sales and advertising. We expect that the 2012 marketing, sales and advertising expenses will be in line with the prior years’ expenditures.

During the nine month period ended September 30, 2012 we recognized $126,763 of bad debt expense as compared to $0 for the nine month period ended September 30, 2011. During the period we adjusted the estimates used to calculate the allowance for doubtful accounts based on a review of our historical experience. During the remainder of 2012 we will continue 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 have been 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 the remainder of fiscal 2012.

Interest expense was $1,662,981 during the nine months ended September 30, 2012 compared to $1,768,258 for the nine months ended September 30, 2011, a decrease of $105,277 or 6.0%. Interest incurred to related parties was $1,573,444 during the nine months ended September 30, 2012 and $1,099,578 for the nine months ended September 30, 2011. 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 and relating to warrants issued during 2011. The table below provides detail on the significant components of interest expense for the nine months ended September 30, 2012 and September 30, 2011.

Interest Expense

	For the nine months ended
Debt Description	September 30, 2012		September 30, 2011		Change $
Accretion of discount from derivatives	$	356,715	$	596,122	$	(239,407	)
August 2008 convertible notes		144,132		143,606		526
December 2008 convertible notes		448,609		446,972		1,637
Sept 2009 secured convertible debentures		108,099		113,556		(5,457	)
Dec 2009 convertible debentures		134,222		133,733		489
General interest		67,016		53,242		13,774
Related party notes payable		404,188		281,027		123,161
Total	$	1,662,981	$	1,768,258	$	(105,277	)

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 2011 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 $4,804,260 during the nine months ended September 30, 2012 compared with a net unrealized loss of $2,041,161 during the nine months ended September 30, 2011. 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 nine months ended September 30, 2012 and September 30, 2011 and can be reasonably anticipated to materially affect our net loss or net income in future periods. The fair value calculations are heavily reliant on the value of our common stock and on the calculated volatility of the price of our common stock on the OTC Bulletin Board. Accordingly, significant changes in our stock price will create large unrealized gains and losses on our financial statements. 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, in the future 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 $177,528 and $153,850 in its 5% Series A Preferred Stock dividends for the nine month periods ended September 30, 2012, and September 30, 2011, respectively. As of September 30, 2012, the Company had cumulative arrearages for preferred stock dividends as follows:

Series of preferred stock	Cumulative arrearage

Series A	$	2,122,189
Series B		609,887
Series C		1,472,093
Total preferred stock arrearages	$	4,204,169

The three months ended September 30, 2012 compared with the three months ended September 30, 2011

Results of Operations

A summarized version of our results of operations for the three months ended September 30, 2012 and September 30, 2011 is included in the table below.

Summarized Statement of Operations

For the three months ended

September 30,

	2012			% of Revenues			2011			% of Revenues			$ Change			% Change
Total revenues	$	4,058,320					$	3,337,316					$	721,004			21.6	%

Cost of sales		741,052			18.3	%		560,625			16.8	%		180,427			32.2	%

Gross margin		3,317,268			81.7	%		2,776,691			83.2	%		540,577			19.5	%

Salaries, benefits and related taxes		2,086,203			51.4	%		1,830,261			54.8	%		255,942			14.0	%
Rent		226,979			5.6	%		238,819			7.2	%		(11,840	)		-5.0	%
Consulting		77,060			1.9	%		77,775			2.3	%		(715	)		-0.9	%
Legal and professional fees		39,512			1.0	%		58,554			1.8	%		(19,042	)		-32.5	%
Other expenses		243,088			6.0	%		361,908			10.8	%		(118,821	)		-32.8	%
Selling, general and administrative		232,371			5.7	%		132,385			4.0	%		99,986			75.5	%
Total operating expenses		2,905,213			71.6	%		2,699,702			80.9	%		205,510			7.6	%

Operating income (loss)		412,055			10.2	%		76,989			2.3	%		335,067			435.2	%

Interest expense		(556,091	)		-13.7	%		(495,036	)		-14.8	%		(61,055	)		12.3	%
Transaction gain/(loss)		17			0.0	%		-0-			0.0	%		17			n/a
Other comprehensive income		973			0.0	%		4,856			0.1	%		(3,883	)		-80.0	%
Change in derivatives		(4,215,476	)		-103.9	%		923,590			27.7	%		(5,139,066	)		n/m

Gain/(loss) before income taxes and dividends		(4,358,522	)		-107.4	%		510,399			15.3	%		(4,868,920	)		n/m
Income tax expense (benefit)		(54,699	)		-1.3	%		-0-			0.0	%		(54,699	)		n/a

Net income/(loss)		(4,413,221	)		-108.7	%		510,399			15.3	%		(4,923,619	)		n/m

Total preferred stock dividends		(51,989	)		-1.3	%		(51,847	)		-1.6	%		(142	)		0.3	%

Net income (loss) attributable to common stockholders	$	(4,465,210	)		-110.0	%	$	458,552			13.7	%	$	(4,923,761	)		n/m

Net income (loss) per share, basic and diluted	$	(0.05	)				$	0.01

Weighted average number of shares outstanding		86,526,332						86,481,495

Revenues for the three months ended September 30, 2012 increased 21.6% as compared to the three months ended September 30, 2011. The table below provides a comparison of our recognized revenues for the three months ended September 30, 2012 and September 30, 2011.

	For the three months ended
Revenue activity	September 30, 2012				September 30, 2011				$ Change			% Change
Set-up fees	$	1,458,304	35.9	%	$	909,152	27.2	%	$	549,152			60.4	%
Change orders		48,417	1.2	%		91,058	2.7	%		(42,641	)		-46.8	%
Maintenance		1,307,547	32.2	%		1,355,249	40.7	%		(47,702	)		-3.5	%
Software licenses		847,297	20.9	%		545,665	16.4	%		301,632			55.3	%
Professional services		213,187	5.3	%		278,227	8.3	%		(65,040	)		-23.4	%
Hosting		183,568	4.5	%		157,965	4.7	%		25,603			16.2	%
Total	$	4,058,320	100.0	%	$	3,337,316	100.0	%	$	721,004			21.6	%

Overall Revenue increased by $721,004 or 21.6%. This is primarily the result of an increase in Set-up fees relating to the successful acquisition of new ASP contracts. Revenue from Set-up fees was $1,458,304 and $909,152 for the three months ended September 30, 2012 and September 30, 2011 respectively, a 60.4% increase.

We recorded revenue of $2,907,241, including $499,840 from licensing and $768,634 from maintenance associated with our TrialMaster suite during the three months ended September 30, 2012 compared with Revenue of $2,287,608 that included $382,402 in licensing revenues and $763,782 in maintenance revenues during the three months ended September 30, 2011. The increase in revenue is the result of maintaining and expanding our relationships with our existing clients while also expanding our installed client base with the addition of new clients.

We recorded $1,069,636 in revenues associated with clients using the eClinical software application suite (“eClinical”) during the three months ended September 30, 2012 compared with $852,197 for the three months ended September 30, 2011. eClinical revenues are primarily comprised of license subscriptions and revenues associated with our hosting and maintenance services.

We recorded $131,518 in revenues from hosting activities and $89,625 in consulting services associated with the eClinical suite during the three months ended September 30, 2012 compared with $157,965 from hosting activities and $62,521 from consulting activities for the three months ended September 30, 2011. Generally, these revenues are paid quarterly and are connected to hosting and client support for clients licensing that application. In addition we recorded $337,791 in from licensing relating to eClinical in the three months ending September 30, 2012 as compared to $130,493 for the three months ending September 30, 2011.

We recorded $81,444 in revenues associated with clients on our TrialOne EDC software for the three months ended September 30, 2012 compared with $128,747 for the three months ended September 30, 2011. Approximately $29,000 of the Q3 2011 revenue related to a one-time sale to a single client. 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 $163,664 in Reimbursable revenues for the three months ended September 30, 2012 and $43,911 for the three months ended September 30, 2011. These amounts represent amounts associated with third-party services provided to our customers by our service and product partners. Although the services or products are provided by these third-party partners, we have a primary contractual obligation to our customers. These third-party services are primarily comprised of Interactive Voice and Web Response software services (IVR and IWR), travel and shipping that are incurred on our clients’ behalf. In accordance with ASC 605-45, Principal Agent Consideration, these amounts are recorded as revenue in the statement of operations with a corresponding expense recorded in cost of goods sold. While these relationships are an important part of our service offering we do not expect these amounts to continue to grow.

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.

Our top five customers accounted for approximately 49.6% of our revenues during the three months ended September 30, 2012 and approximately 44.5% of our revenues during the three months ended September 30, 2011. One customer accounted for approximately 21.4% and another accounted for approximately 16.1% of our revenues during the three months ended September 30, 2012. One customer accounted for approximately 23.4% of our revenues during the three months ended September 30, 2011. The loss of any of these contracts or these customers in the future could adversely affect our results of operations.

Cost of goods sold increased approximately 32.2% or $180,426 for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011. Cost of goods sold were approximately 18.3% of revenues for the three months ended September 30, 2012 compared to approximately 16.8% for the three months ended September 30, 2011. 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 and the costs associated with pass-through revenues. Cost of goods sold increased during the three months ended September 30, 2012 primarily due to an increase in volume relating to pass-through expenses for a third-party service that is classified under cost of goods sold. The pass-through revenue and expense primarily relate to specific work being performed for a single client. At this time we do not expect the volume of the pass-through revenue and expense to grow significantly and therefore we do not expect any significant degradation of our gross margin. Although our experience to-date in licensing and deploying TrialMaster on a technology transfer or licensed basis has been limited, we expect our cost of goods sold related to these types of engagements to approximate 20% of revenues associated with those engagements.

We expect to increase development programming and support labor costs on an absolute basis as our trial revenues increase. We expect our cost of goods sold to maintain the 20% to 22% range we have historically experienced as we expand the number of licenses we deploy and service since we expect cost of sales from licensed engagements to fall in the 20% range as that business model matures. 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 7.6% for the three months ended September 30, 2012 when compared to the three months ended September 30, 2011. The increase in operating expenses is the result of the additional staff and other expenses required to support our increased workload resulting from the successful acquisition of new business in 2012. Total operating expenses were approximately 71.6% of revenues during the three months ended September 30, 2012 compared to approximately 80.9% of revenues for the three months ended September 30, 2011.

Salaries and related expenses were our biggest operating expense at 71.8% of total operating expenses for the three months ended September 30, 2012 compared to 67.8% of total operating expenses for the three months ended September 30, 2011. Salaries and related expenses increased approximately 14% for the three months ended September 30, 2012 when compared to the same period that ended September 30, 2011. The increase in salary expense is primarily related to the additional staff required to support our increased workload resulting from the successful acquisition of new business coupled with cost of living and merit increases that occurred during the 4th quarter of 2011. The table below provides a summary of the significant components of salary and related expenses by primary cost category.

	For the three months ended
	September 30, 2012		September 30, 2011		Change			% Change
OmniComm corporate operations	$	1,642,137	$	1,372,321	$	269,816			19.7	%
New Jersey operations office		49,344		101,452		(52,108	)		-51.4	%
OmniComm Europe, GmbH		247,746		211,739		36,007			17.0	%
OmniComm Ltd.		129,192		123,320		5,872			4.8	%
Employee stock option expense		17,784		21,429		(3,645	)		-17.0	%
Total salaries and related expenses	$	2,086,203	$	1,830,261	$	255,942			14.0	%

During the three months ended September 30, 2012 and the three months ended September 30, 2011 we incurred $17,784 and $21,429, 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 for 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 decreased by approximately 5.0% during the three months ended September 30, 2012 when compared to the three months ended September 30, 2011. The table below details the significant portions of our rent expense. In particular, the decrease in 2012 is primarily associated with reductions in our co-location and disaster recovery facilities expenses offset by increases in our German and U.K. office rent expenses. 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 Ft. Lauderdale, Florida area. This facility provides us with disaster recovery and business continuity services for our operations. This lease expired in August 2012. We are operating under a month to month agreement as we negotiate a new long term agreement. We currently lease office space in Bonn, Germany for our European subsidiary, OmniComm Europe, GmbH under a lease that 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 development and integration of the eResearch EDC Assets. That lease expires in February 2013. Our OmniComm Ltd. subsidiary leases office space in Southampton, UK under a lease that expires in September 2017. In September 2010 we renewed our corporate office lease. That lease now extends through September 2016. The table below provides the significant components of our rent related expenses by location or subsidiary. Included in rent during the three months ending September 30, 2012 was a decrease in expense of $4,986 in non-cash, straight line rent recorded to give effect to contractual, inflation-based rent increases in our leases compared to a reduction in expense of $3,159 in the three months ending September 30, 2011.

	For the three months ended
	September 30, 2012			September 30, 2011			Change
Corporate office	$	82,172		$	81,490		$	683
Co location and disaster recovery facilities		84,606			106,103			(21,497	)
New Jersey operations office		20,296			19,482			814
OmniComm Europe, GmbH		19,797			11,635			8,162
OmniComm Ltd.		25,094			23,268			1,826
Straight-line rent expense		(4,986	)		(3,159	)		(1,827	)
Total	$	226,979		$	238,819		$	(11,840	)

Consulting services expense decreased slightly to $77,060 for the three months ended September 30, 2012 compared with $77,775 for the three months ended September 30, 2011. Consulting services were comprised of fees paid to consultants for help with developing our computer applications 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 the three months of 2011 as we utilized the services of additional third-party sources for portions of our product development work.

	For the three months ended
Expense Category	September 30, 2012		September 30, 2011		Change
Sales and marketing	$	9,104	$	495	$	8,609
Product development		67,956		77,280		(9,324	)
Total	$	77,060	$	77,775	$	(715	)

Legal and professional fees decreased approximately 32.5% for the three months ended September 30, 2012 compared with the three months ended September 30, 2011. 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 2012 legal and professional fees decreased primarily due to decreases in Audit and related expenses, Accounting services expenses, Legal-employment related expenses and General legal expenses. These decreases were partially offset by an increase in Legal–financial related expenses. The table below compares the significant components of our legal and professional fees for the three months ended September 30, 2012 and September 30, 2011, respectively.

	For the three months ended
Expense Category	September 30, 2012		September 30, 2011		Change
Audit and related	$	4,737	$	10,059	$	(5,322	)
Accounting services		23,579		28,034		(4,455	)
Miscellaneous		-0-		879		(879	)
Legal- employment related		6,677		15,726		(9,049	)
Legal- financial related		2,332		-0-		2,332
General legal		2,187		3,856		(1,669	)
Total	$	39,512	$	58,554	$	(19,042	)

Selling, general and administrative expenses (“SGA”) increased by $99,986 or approximately 75.5% for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. The increase is primarily due to our License expense. During the three months ended September 30, 2012 we recorded $53,787 in license fees associated with our license agreement with DataSci, LLC compared to a credit of $11,625 during the three months ended September 30, 2011. We recorded a license fee of $0 during the three months ended September 30, 2012 as compared to an expense of $5,191 for the three months ended September 30, 2011, relating to a license agreement with Logos Holdings, Ltd. relating to certain clients we acquired as part of our acquisition of Logos Technologies, Ltd. in August 2009. In addition, SGA expenses relate primarily to costs incurred in running our offices in Fort Lauderdale, FL, Monmouth Junction, New Jersey, Southampton, England and Bonn, Germany on a day-to-day basis and other costs not directly related to other captioned items in our income statement. SGA 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 2011 and 2010 the company spent approximately $250,000 per year on marketing, sales and advertising. We expect that the 2012 marketing, sales and advertising expenses will be in line with the prior years’ expenditures.

During the three month period ended September 30, 2012 we recognized $42,619 of bad debt expense as compared to $0 for the three month period ended September 30, 2011. During the period we adjusted the estimates used to calculate the allowance for doubtful accounts based on a review of our historical experience. During 2012 we will continue 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 have been 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 the remainder of fiscal 2012.

Interest expense was $556,091 during the three months ended September 30, 2012 compared to $495,037 for the three months ended September 30, 2011, an increase of $61,054. Interest incurred to related parties was $408,537 during the three months ended September 30, 2012 and $374,362 for the three months ended September 30, 2011. 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 and relating to warrants issued during 2011. The table below provides detail on the significant components of interest expense for the three months ended September 30, 2012 and September 30, 2011.

Interest Expense

	For the three months ended
Debt Description	September 30, 2012		September 30, 2011		Change $
Accretion of discount from derivatives	$	118,905	$	98,238	$	20,667
August 2008 convertible notes		48,395		48,395		-0-
December 2008 convertible notes		150,628		150,628		-0-
Sept 2009 secured convertible debentures		36,296		36,296		-0-
Dec 2009 convertible debentures		45,067		45,067		-0-
General interest		21,087		17,899		3,188
Related party notes payable		135,713		98,513		37,200
Total	$	556,091	$	495,036	$	61,055

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 $4,215,476 during the three months ended September 30, 2012 compared with a net unrealized gain of $923,590 during the three months ended September 30, 2011. 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 three months ended September 30, 2012 and September 30, 2011 and can be reasonably anticipated to materially affect our net loss or net income in future periods. The fair value calculations are heavily reliant on the value of our common stock and on the calculated volatility of the price of our common stock on the OTC Bulletin Board. Accordingly, significant changes in our stock price will create large unrealized gains and losses on our financial statements. 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, in the future 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 $51,989 and $51,847 in its 5% Series A Preferred Stock dividends for the three month periods ended September 30, 2012, and September 30, 2011, respectively.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its operating, investing and financing 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 September 30, 2012, we had working capital deficit of approximately $15,623,967.

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

Liquidity and Capital Resources

Summarized Balance Sheet Disclosure

	September 30, 2012			December 31, 2011			Change
Cash	$	805,546		$	1,302,287		$	(496,741	)
Accounts Receivable, net of allowance for doubtful accounts		1,291,938			1,283,944			7,994
Prepaids		167,392			157,363			10,029
Current Assets		2,264,876			2,743,594			(478,718	)

Accounts payable and accrued expenses		1,913,548			1,460,835			452,713
Notes payable, current portion		634,486			214,300			420,186
Notes payable, related parties, current portion		20,000			-0-			20,000
Patent litigation settlement liability, current portion		962,500			925,000			37,500
Deferred revenue, current portion		3,907,430			4,293,316			(385,886	)
Convertible notes payable, current portion, net of discount		175,000			75,000			100,000
Convertible notes payable, related parties, current portion, net of discount		3,020,000			-0-			3,020,000
Conversion feature liability, related parties		2,221,496			740,218			1,481,278
Conversion feature liability		48,840			18,693			30,147
Warrant liability, related parties		4,806,206			1,506,287			3,299,919
Warrant liability		179,337			186,421			(7,084	)
Current liabilities		17,888,843			9,420,070			8,468,773

Working Capital (Deficit)	$	(15,623,967	)	$	(6,676,476	)	$	(8,947,491	)

Statement of Cash Flows Disclosure

	September 30, 2012			September 30, 2011
Net cash (used in) operating activities	$	(295,657	)	$	(1,257,286	)
Net cash (used in) investing activities		(58,698	)		(71,374	)
Net cash provided by / (used in) financing activities		(131,800	)		225,500

Net (decrease) in cash and cash equivalents		(496,741	)		(1,125,951	)

Changes in working capital accounts		180,982			(369,009	)

Effect of non-cash transactions on cash and cash equivalents	$	5,763,575		$	3,492,560

Cash and Cash Equivalents

Cash and cash equivalents decreased by $496,741 to $805,546 at September 30, 2012. The decrease is primarily comprised of a net loss of $6,240,215 offset by changes in working capital accounts of $180,982 and an increase from non-cash transactions of $5,763,575. During the nine months ended September 30, 2012 we had investing activities comprised of net purchases of property and equipment of $58,698 and we repaid $131,800 of notes payable.

During 2011 and the first nine months of 2012, our ability to collect on trade receivables improved as compared to fiscal 2009 and 2010. We saw decreased incidence of customers discontinuing operations and experienced a small amount of uncollectable receivables. Our expectation is that during the remainder of 2012 we will continue to see improved trade receivables collections and will not experience any material customer defaults.

In the past, the Company has through extending payments on trade payables managed to improve its working capital and cash position. Additionally, the amounts expended on payroll and operating expenses were decreased during fiscal 2011 in connection with a 2010 restructuring of our costs. The Company has experienced a commensurate decrease in payables and payroll related expenses when compared to fiscal 2010 and expects these trends to continue during the remainder of fiscal 2012.

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 $50,000 planned for capital expenditures to further develop the Company’s infrastructure to allow for growth in our operations during the remainder of 2012. 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.

Contractual Obligations

The following table sets forth our contractual obligations during the next five years as of September 30, 2012:

Contractual obligations			Payments due by period

	Total		Less than 1 year			1-2 Years			2-3 Years			3-5 Years
Promissory notes (1)	$	5,138,865	$	654,486	(2)	$	2,884,379	(3)	$	1,600,000	(4)	$	-0-
Convertible notes		9,665,000		3,195,000	(5)		6,470,000	(6)		-0-			-0-
Operating lease obligations (7)		1,340,828		373,742			342,109			301,639			323,338
Patent licensing fees (8)		2,762,500		962,500			450,000			450,000			900,000
Total	$	18,907,193	$	5,185,728		$	10,146,488		$	2,351,639		$	1,223,338

1. Amounts do not include interest to be paid.

2. Includes $45,000 of 12% notes payable that mature in October 2012, $20,000 of 12% notes payable that mature in December 2012, $431,986 of 10% notes payable that mature in January 2013, and $157,500 of 12% notes payable that mature in April 2013.

3. Includes $17,500 of 12% notes payable that mature in January 2014 and $2,866,879 of 12% notes payable that mature in April 2014.

4. Includes $1,600,000 of 12% notes payable that mature in January 2015.

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 the holder at a conversion rate of $1.25 per share, $1,200,000 of 12% Convertible Notes that mature in April 2013, and $1,920,000 of 10% Convertible Notes that mature in August 2013.

6. Includes $1,490,000 in 12% Convertible Notes that mature in October 2013 and $4,980,000 in 12% Convertible Notes that mature in December 2013.

7. Includes office lease obligations for our headquarters in Fort Lauderdale, our regional operating office in New Jersey, our R & D office in England, our European headquarters in Bonn, Germany and lease obligations for co-location and disaster recovery computer service centers in Cincinnati, Ohio and Fort Lauderdale, Florida.

8. 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 $175,358 on our 10% Convertible Notes that were issued in 1998. We were in default effective January 30, 2002.

On February 1, 2011, the Company issued a promissory note payable totaling $137,500 in exchange for a promissory note payable in the same amount originally issued in fiscal 2008 with a maturity date in 2011. The promissory note bears interest at 12% and matures in April 2013.

On March 31, 2011, the Company issued a promissory note payable totaling $2,866,879 to our Chief Executive Officer in exchange for promissory notes totaling $2,866,879 that matured in 2011 and 2012. The new promissory note bears interest at 12% per annum and matures in April 2013.

On April 1, 2011, the Company issued a promissory note payable totaling $45,000 in exchange for outstanding professional fees. The promissory note bears interest at 12% and matures in October 2012.

On December 31, 2011, the Company issued a promissory note payable totaling $1,600,000 to our Chief Executive Officer 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 December 31, 2011, the Company issued a promissory note payable totaling $20,000 to our Chairman and Chief Technology Officer in exchange for a promissory note that matured in 2011. The new promissory note bears interest at 12% per annum and matures in April 2013.

During fiscal 2010, $111,800 in promissory notes and $70,000 in convertible notes originally issued in fiscal 2008 and 2009 matured. The convertible notes are held by two senior managers of the Company. The convertible notes were extended utilizing a promissory note with $12,500 of the notes payable in January 2011, $37,500 payable in April 2012 and $20,000 payable in December 2012. The new promissory notes bear interest at 12% per annum. The $111,800 in promissory notes were held by two long term investors and were extended to July 2012. The promissory notes bear interest at 12% per annum.

During the next twelve months we expect debt in the aggregate amount of $3,849,486 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;

$45,000 of 12% notes payable that mature in October 2012;

$20,000 of notes payable that mature in December 2012;

$431,986 of 10% notes payable that mature in January 2013;

$1,200,000 of 12% convertible notes that are convertible into shares of common stock at the option of the debenture holder at a conversion rate of $0.25 per share that mature in April 2013;

$157,500 of 12% notes payable that mature in April 2013; and

$1,920,000 of 10% Convertible Notes that mature in August 2013.

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.

We raised $1,600,000 in 2011 from promissory notes to our Chief Executive Officer. In addition, in 2011 we extended a $20,000 promissory note to our Chairman and Chief Technology Officer that was originally issued in 2010.

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

During the second half of 2010, the Company made material changes to its cost structure including reducing commitments for financial advisory and product development consulting arrangements. We have looked closely at staffing costs and attempted to ensure that our overall salary levels are structured around the current and projected business development and contract levels expected for the next 12 months.

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 research and product development programs, and our business operations. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our common and preferred stock. Further, there can be no assurance that even if such additional capital is obtained or the planned cost reductions are implemented, that we will achieve positive cash flow or profitability or be able to continue as a business.

While several of our 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 September 30, 2012, there is substantial doubt about our ability to continue as a going concern. In addition, our auditors Webb & Company, P.A., included language which qualified their opinion regarding our ability to continue as a going concern in their report dated March 22, 2012 regarding our audited financial statements for the year ended December 31, 2011.

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 and Intangible Assets

We account for asset acquisitions in accordance with ASC 350, Intangibles- Goodwill and Other. 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.

Long Lived Assets

FAIR VALUE MEASUREMENT

OmniComm’s capital structure includes the use of warrants and convertible debt features that are classified as derivative financial instruments. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value under ASC 815 Derivatives and Hedging. ASC 815 requires that changes in the fair value of derivative financial instruments with no hedging designation be recognized as gains/ (losses) in the earnings statement. The fair value measurement is determined in accordance with ASC 820 Fair Value Measurements and Disclosures.

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 programmer 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.

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 the first nine months of 2012, 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, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

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 10-K for the year ended December 31, 2011 to determine their impact, if any, on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, being September 30, 2012, 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.

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 quarterly report on Form 10-Q. 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.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable for a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

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

EXHIBIT NO.	DESCRIPTION
31.1*	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer 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 Document
101.DEF***	XBRL Taxonomy Extension Definition Document
101.LAB***	XBRL Taxonomy Extension Label Document
101.PRE***	XBRL Taxonomy Extension Presentation Document

* 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: November 6, 2012

	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

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Omnicomm Systems (OMCM) Inactive 10-Q2012 Q3 Quarterly report

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