*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

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Cusip No. 68212 U 10 4

SCHEDULE 13G

Page 2 of 5 Pages

(1)		Name of reporting person I.R.S. Identification nos. of above persons (entities only)   Fernando Montero not applicable
(2)		Check the appropriate box if a member of a group* (see instructions) (a) ¨         (b) x
(3)		SEC use only
(4)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with		(5)	Sole voting power   0 shares of Common Stock
		(6)	Shared voting power   800,000 shares of Common Stock
		(7)	Sole dispositive power   0 shares of Common Stock
		(8)	Shared dispositive power   800,000 shares of Common Stock
(9)		Aggregate amount beneficially owned by each reporting person   800,000
(10)		Check box if aggregate amount in Row (9) excludes certain shares ¨
(11)		Percent of class represented by amount in Row (9)   .92%
(12)		Type of reporting person   IN

Cusip No. 68212 U 10 4

SCHEDULE 13G

Page 3 of 5 Pages

Item 1	(a).	Name of Issuer
		OmniComm Systems, Inc.
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		2101 West Commercial Blvd, Suite 3500, Ft. Lauderdale, FL 33309
Item 2(a) and 2(b).		Name of Person Filing and Address of Principal Business Office or, if none, Residence
		This Schedule 13G is being filed by Fernando Montero (the “Reporting Person”), with an address of 2665 South Bayshore Drive, Suite 715, Miami, Florida 33133 (“Montero”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)., .
Item 2	(c).	Citizenship
		Montero is a citizen of the United States.
Item 2	(d).	Title of Class of Securities
		Common Stock, $.001 par value per share
Item 2	(e).	CUSIP No.
		68212 U 10 4
Item 3.	If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b), Check Whether the Person Filing Is a:
	Not Applicable

 

Cusip No. 68212 U 10 4

SCHEDULE 13G

Page 4 of 5 Pages

Item 4.	Ownership
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.   Montero 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 Montero may be deemed to beneficially own the shares held by ABF. The Reporting Person may be deemed to beneficially own an aggregate of 800,000 shares of the Common Stock (as described below).   (a)  Amount Beneficially Owned: 800,000 shares of Common Stock which include
	(i)	400,000 shares of Common Stock issuable upon exercise of warrants currently exercisable held and directly owned by ABF on the Date of Event Which Requires Filing of this Statement, and
	(ii)	400,000 shares of Common Stock issuable upon conversion of notes currently convertible held and directly owned by ABF on the Date of Event Which Requires Filing of this Statement.
	(b)  Percent of Class: .92% on the Date of Event Which Requires Filing of this Statement          (c)  Number of shares as to which such person has:          (i)  Sole power to vote or to direct the vote 0 shares         (ii)  Shared power to vote or to direct the vote 800,000 shares         (iii)  Sole power to dispose or to direct the disposition of 0 shares         (iv)  Shared power to dispose or to direct the disposition of 800,000 shares

 

 

Cusip No. 68212 U 10 4

SCHEDULE 13G

Page 5 of 5 Pages

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [X]
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person
	Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certifications
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

	/s/ Fernando Montero
	Fernando Montero