X0202 4 2003-09-29 0 0001034592 OMNICOMM SYSTEMS INC OMCM.OB 0001163944 COMVEST VENTURE PARTNERS LP 830 THIRD AVENUE 4TH FLOOR NEW YORK NY 10022 0 0 1 0 0001014026 FALK MICHAEL 830 THIRD AVENUE 4TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, par value $.001 per share 2003-09-29 4 S 0 56000 0.26 D 7136416 D Common Stock, par value $.001 per share 2003-09-30 4 S 0 57000 0.25 D 7136416 D Common Stock, par value $.001 per share 2003-10-01 4 S 0 75000 0.25 D 7136416 D Common Stock, par value $.001 per share 2003-10-02 4 S 0 12000 0.25 D 7136416 D Common Stock, par value $.001 per share 2003-11-14 4 S 0 10000 0.24 D 7136416 D Common Stock, par value $.001 per share 2003-12-01 4 S 0 75000 0.25 D 7136416 D Common Stock, par value $.001 per share 2003-12-01 4 S 0 50000 0.26 D 7136416 D Common Stock, par value $.001 per share 2003-12-04 4 S 0 10000 0.26 D 7136416 D Common Stock, par value $.001 per share 2003-12-09 4 S 0 15000 0.25 D 7136416 D Common Stock, par value $.001 per share 2003-12-31 4 S 0 15000 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-01-13 4 S 0 60000 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-01-15 4 S 0 15000 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-01-15 4 S 0 38000 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-01-22 4 S 0 25000 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-02-24 4 S 0 8500 0.24 D 7136416 D Common Stock, par value $.001 per share 2004-03-02 4 S 0 58125 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-03-03 4 S 0 2500 0.24 D 7136416 D Common Stock, par value $.001 per share 2004-03-30 4 S 0 4000 0.24 D 7136416 D Common Stock, par value $.001 per share 2004-04-27 4 S 0 7786 0.25 D 7136416 D Common Stock, par value $.001 per share 2004-07-22 4 S 0 7613 0.23 D 7136416 D Common Stock, par value $.001 per share 2004-08-18 4 S 0 11180 0.23 D 7136416 D Common Stock, par value $.001 per share 2004-09-23 4 S 0 36000 0.21 D 7136416 D Common Stock, par value $.001 per share 2004-09-29 4 S 0 32000 0.20 D 7136416 D Between September 4, 2003 and October 1, 2004, the Reporting Person converted an aggregate of 55,000 shares of Series B Preferred Stock of the Issuer into an aggregate of 2,200,000 shares of Common Stock of the Issuer. On the date hereof, the Reporting Person has a direct beneficial ownership interest in 6,223,296 shares of Common Stock, consisting of: (a) 1,519,296 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock. On the date hereof, ComVest Management, LLC ("ComVest Management") has an indirect beneficial ownership interest in 6,223,296 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which ComVest Management may be deemed to beneficially own by virtue of the fact that it is the general partner of the Reporting Person, consisting of: (a) 1,519,296 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock; On the date hereof, Commonwealth Associates Group Holdings, LLC ("CAGH") has an indirect beneficial ownership interest in 6,223,296 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which CAGH may be deemed to beneficially own by virtue of the fact that it is the sole member of ComVest Management, general partner of the Reporting Person, consisting of: (a) 1,519,296 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) Warrants to purchase 3,452,000 shares of Common Stock; On the date hereof, Michael Falk ("Falk") has (i) an indirect beneficial ownership interest in 6,223,296 shares of Common Stock, which are directly beneficially owned by the Reporting Person, which Falk may be deemed to beneficially own by virtue of the fact that he is the Chairman and principal member of CAGH, consisting of: (a) 1,519,296 shares of Common Stock; (b) 31,300 shares of Series B Preferred Stock (convertible into 1,252,000 shares of Common Stock); and (c) warrants to purchase 3,452,000 shares of Common Stock, (ii) a direct beneficial ownership interest in 251,200 shares of Common Stock, consisting of (a) 3,140 shares of Series B Preferred Stock (convertible into 125,600 shares of Common Stock) and (b) Warrants to purchase 125,600 shares of Common Stock; and (iii) an indirect beneficial ownership interest in 661,920 shares of Common Stock, which are directly beneficially owned by Commonwealth Associates Liquidation, LLC ("CAL"), which Falk may be deemed to The Reporting Person acquired certain of its unit purchase options as an allocation from Commonwealth Associates, LP ("Commonwealth"), who also distributed certain of its unit purchase options to CAL, and the remainder to its employees, including Falk. As a result, Commonwealth is the beneficial owner of zero shares of Common Stock. /s/Comvest Venture Partners, L.P., By: ComVest Management LLC 2004-10-01 /s/Michael S. Falk 2004-10-01