8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

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

March 28, 2014Date of Report (Date of earliest event reported)
TOMI ENVIRONMENTAL SOLUTIONS, INC.(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)
000-09908	59-1947988
(Commission File Number)	(IRS Employer Identification No.)
9454 Wilshire Boulevard, Penthouse, Beverly Hills, California	90212
(Address of Principal Executive Offices)	(Zip Code)

(800) 525-1698
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operation and Financial Condition.

On March 28, 2014, TOMI Environmental Solutions, Inc. (“TOMI”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2013. A copy of that release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

As discussed therein, the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to TOMI’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in TOMI’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit 99.1
	Press Release dated March 28, 2014 announcing TOMI’s financial and operating results for the fourth quarter ended December 31, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		TOMI ENVIRONMENTAL SOLUTIONS, INC.
Date:	March 28, 2014	By:	/s/ Halden Shane
			Name:	Halden Shane
			Title:	Principal Executive Officer

EXHIBIT INDEX

Exhibit #	Description
99.1	Press Release dated March 28, 2014 announcing TOMI’s financial and operating results for the fourth quarter ended December 31, 2013.

EX-99.1

Exhibit 99.1

TOMI™ Reports 107% Increase in Revenue for the Year Ended 2013

• Increased the use and subsequent sales of TOMI™’s patented BIT™ technology
• Added additional healthcare systems to TOMI™’s client base
• Expanded sales to the pharmaceutical and clean-room markets

BEVERLY HILLS, Calif.--(BUSINESS WIRE)--March 28, 2014--TOMI™ Environmental Solutions, Inc. (“TOMI” or the “Company”) (OTCQB: TOMZ), a global bacteria and infectious disease control company with both end user and service provider clients, today reported an increase in revenue of 107% for the year ended December 31, 2013. The primary reason for the increase in revenue was attributable to: 1) completion of the bio-mass reduction and decontamination services at The Complejo Hospitalario Metropolitano in Panama City, Panama in 2013 amounting to $420,000 and 2) TOMI’s ability in 2013 to acquire and take control over the entire SteraMistTM product line, including manufacturing, which facilitated the Company having sufficient supply of product to fill orders as well as diversify its client base.

Net loss for the years ended December 31, 2013 and December 31, 2012 was approximately $5,658,000 and $1,750,000, respectively. Net loss per common share, basic and diluted, for the years ended December 31, 2013 and December 31, 2012 was ($0.07) and ($0.02), respectively. The primary reason for the net loss and net loss per share for the year ended December 31, 2013 can be attributed to non-cash charges of $3,782,000 comprising of: 1) non-cash charges of $349,000 related to the change in the fair value of the embedded conversion feature of our convertible notes; 2) non-cash charges of $3,199,000 related to the finance charge recorded in conjunction with the issuance of our $5,074,000 in convertible notes in relation to the acquisition of our BIT Technology; and 3) amortization of deferred finance costs of $234,000 related to the issuance of convertible notes.

Commenting on the Company’s operations, Dr. Halden Shane, TOMI’s Chief Executive Officer, stated, “We are thrilled with the growth that TOMI™ exhibited during 2013 and our strong finish of last year. During 2013, TOMI™ increased its sales and service in the healthcare sector. In addition, we continue to successfully penetrate other markets, including the pharmaceutical and clean-room markets. As our existing customers continue to increase their usage of our technology, and as new customers come on board, we have strong momentum going into 2014 and we remain enthusiastic about our sales and service pipeline.”

Highlights from the year ended December 31, 2013 as compared to the prior year include:

• Successfully acquired Binary Ionization Technology® (“BIT™”), as well as other assets, from L-3 Applied Technologies, Inc. (“L-3”) for $3,510,000;
• Was awarded and began, on October 1, 2013, a 36-month biomass reduction and decontamination services at The Complejo Hospitalario Metropolitano in Panama City, Panama;
• Increased the use and subsequent sales of TOMI™’s patented BIT™ technology under its existing decontamination programs with Sinai Hospital in Baltimore, Maryland, Northwest Hospital in Randallstown, Maryland, St. Mary’s in Philadelphia, Baptist Hospital in Little Rock, Arkansas, and Geisenger Medical Center in Danville, Pennsylvania;
• Added additional healthcare systems to the TOMI™ family including Union Memorial of MedStar Health and Springhill Medical. TOMI™ has already trained staff members at each of these hospitals in the use of our BIT™ technology;
• Expanded sales to the pharmaceutical and clean-room markets with sales of its Environment Unit to Six-Log, Controlled Contamination Services, Felder Services and Telstar Life Sciences along with RTI Biologicals;
• Current testing of its SteraMist™ technology in two major U.S. teaching hospitals, along with the Sperry Group -- each of which are in the process of completing peer review studies with results anticipated to be published within 18 months. Adding key members of the TOMI™ Executive team, including its President, Chief Operating Officer, Chief Financial Offer and Chief Regulatory Officer as well as other key employees; and
• Exhibited TOMI™’s Binary Ionization Technology® around the world at various conferences and symposiums.

TOMI ENVIRONMENTAL SOLUTIONS, INC. CONSOLIDATED BALANCE SHEET
ASSETS
Current Assets:	December 31, 2013			December 31, 2012
Cash and Cash Equivalents	$	706,350		$	73,424
Cash – Restricted		70,124			-
Accounts Receivable		805,809			215,657
Inventories		407,549			-
Prepaid Expenses		7,980			5,400
Total Current Assets		1,997,812			294,481
Property & Equipment – net		164,068			47,906
Other Assets:
Intangible Assets – net		3,026,564			-
Deferred Financing Costs – net		542,116			-
Security Deposits		2,543			500
Total Other Assets		3,571,223			500
Total Assets	$	5,733,103		$	342,887
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	383,349		$	225,487
Accrued Interest on Convertible Notes		211,194			-
Accrued Officers Compensation		25,000			5,000
Common Stock to be Issued		150,871			-
Loan Payable – Officer		-			3,988
Customer Deposits		14,105			-
Derivative Liability		7,665,502			-
Total Current Liabilities		8,450,021			234,475
Convertible Notes Payable, net of discount of $5,003,558		70,442			-
Total Long-term Liabilities		70,442			-
Total Liabilities		8,520,463			234,475
Commitments and Contingencies		-			-
Stockholders’ Equity (Deficiency):
Cumulative Convertible Series A Preferred Stock;
par value $0.01, 1,000,000 shares authorized; 510,000 shares issued
and outstanding at December 31, 2013 and 2012		5,100			5,100
Cumulative Convertible Series B Preferred Stock; $1,000 stated value;
7.5% Cumulative dividend; 4,000 shares authorized; none issued
and outstanding at December 31, 2013 and 2012		-			-
Common stock; par value $0.01, 200,000,000 shares authorized;
79,867,217 and 75,455,585 shares issued and outstanding
at December 31, 2013 and December 31, 2012, respectively.		798,672			754,555
Additional Paid-In Capital		15,674,958			12,956,535
Accumulated Deficit		(19,266,090	)		(13,607,778	)
Total Stockholders’ Equity (Deficiency)		(2,787,360	)		108,412
Total Liabilities and Stockholders’ Equity (Deficiency)	$	5,733,103		$	342,887

TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
	For The Year Ended
	December 31,
	2013			2012
Sales, net	$	1,166,457		$	564,142
Cost of Sales		480,678			342,130
Gross profit		685,779			222,012
Costs and Expenses:
Professional Fees		339,116			207,926
Depreciation and Amortization		318,265			40,951
Selling Expenses		195,954			106,097
Research and Development		127,547			2,384
Impairment of Intangibles		-			69,439
Debt Extinguishment		-			(43,900	)
Consulting fees		643,827			19,536
General and Administrative		509,243			1,270,389
Total Costs and Expenses		2,133,952			1,672,822
Loss from Operations		(1,448,173	)		(1,450,810	)
Other Income (Expense):
Amortization of Deferred Financing Costs		(234,370	)		-
Amortization of Debt Discounts		(70,442	)		(173,398	)
Fair Value Adjustment of Derivative Liability		(349,410	)		-
Financing Costs		(3,198,803	)		(26,611	)
Interest Expense – Related Party		(161	)		(72,000	)
Interest Expense		(356,953	)		(27,588	)
Total Other Income (Expense)		(4,210,139	)		(299,597	)
Net Loss	$	(5,658,312	)	$	(1,750,407	)
Loss Per Common Share
Basic and Diluted	$	(0.07	)	$	(0.02	)
Basic and Diluted Weighted Average Common Shares Outstanding		77,474,329			70,270,868

About TOMI^™ Environmental Solutions, Inc.

TOMI^™ Environmental Solutions, Inc. (OTCQB: TOMZ) is a global bacteria decontamination and infectious disease control company providing green energy-efficient environmental solutions for indoor surface decontamination through manufacturing, sales and licensing of its premier platform of Hydrogen Peroxide aerosols, Ultra-Violet Ozone Generators and Ultra-Violet Germicidal Irradiation (“UVGI”) products and technologies.

TOMI^™’s products are designed to service a broad spectrum of commercial structures including medical facilities, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, and athletic facilities. TOMI^™’s products and services have also been used in single-family homes and multi-unit residences.

TOMI^™ also develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, The Restoration Industry Association, Indoor Air Quality Association and The International Ozone Association.

For additional product information, visit www.tomiesinc.com or contact us at info@tomiesinc.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain written and oral statements made by us may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements are identified by such words and phrases as “we expect,” “expected to,” “estimates,” “estimated,” “current outlook,” “we look forward to,” “would equate to,” “projects,” “projections,” “projected to be,” “anticipates,” “anticipated,” “we believe,” “could be,” and other similar phrases. All statements addressing operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to revenue growth, earnings, earnings-per-share growth, or similar projections, are forward-looking statements within the meaning of the Reform Act. Because they are forward-looking, they should be evaluated in light of important risk factors that could cause our actual results to differ materially from our anticipated results. The information provided in this document is based upon the facts and circumstances known at this time. We undertake no obligation to update these forward-looking statements after the date of this release.

CONTACT:
TOMI™ Environmental Solutions, Inc.
Dr. Halden Shane, Chairman of the Board & Chief Executive Officer
(310) 275-2255 TOLL-FREE | (800) 525-1698
or
INVESTOR RELATIONS:
Syndicated Capital, Inc.
John T. Hillman
(310) 255-4445