-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RLhyrFIFO5TVsw6fjXCsqrMLxjdjtP/cl6K4sQGy9Mliv4I2CJMLpw+93SwneVS3 pHon+KdzcxBMao9zrlSNag== 0001170022-10-000013.txt : 20100528 0001170022-10-000013.hdr.sgml : 20100528 20100528152015 ACCESSION NUMBER: 0001170022-10-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOMI Environmental Solutions, Inc. CENTRAL INDEX KEY: 0000314227 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 591947988 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09908 FILM NUMBER: 10866525 BUSINESS ADDRESS: STREET 1: 9454 WILSHIRE BLVD. STREET 2: PENTHOUSE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 8005251698 MAIL ADDRESS: STREET 1: 9454 WILSHIRE BLVD. STREET 2: PENTHOUSE CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: Ozone Man, Inc. DATE OF NAME CHANGE: 20071130 FORMER COMPANY: FORMER CONFORMED NAME: RPS GROUP INC DATE OF NAME CHANGE: 19940818 FORMER COMPANY: FORMER CONFORMED NAME: DAUPHIN INC DATE OF NAME CHANGE: 19940818 10-K/A 1 tomi-10ka_123109.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Commission file number 000-09908 TOMI ENVIRONMENTAL SOLUTIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 59-1947988 ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 9454 Wilshire Blvd., Penthouse, Beverly Hills, CA 90212 - ------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Issuer's telephone number, including area code: (800) 525-1698 -------------- Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X] 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 aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately $73,738,500 based upon the closing price of registrant's common stock on that date. As of April 1, 2010 the registrant had 35,277,480 shares of common stock outstanding. Documents incorporated by reference: None. EXPLANATORY NOTE TOMI Environmental Solutions, Inc. (referred to in this report as "we" or the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 (this "Amendment No. 1") to correct an inadvertent clerical error made during the edgarizing and submission process. Certain revisions to the amounts in the audited financial statements and management's discussion and analysis were not included in the final filing as edgarized. Those revisions primarily reflect a decrease in assets of approximately $500,000 and accordingly, identical decreases to stockholders' equity and net income. Net income per share also decreased by $.01. The financial statements are not restated as a result hereof. There are no other changes to the Company's annual report. TABLE OF CONTENTS PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data PART III Item 15. Exhibits Signatures In this registration statement references to "TOMI," "we," "us," and "our" refer to TOMI Environmental Solutions, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Year Ended December 31, 2009 Compared to the Year - ------------------------------------------------------------------------------- Ended December 31, 2008: - ------------------------ We began our planned principal operations during the second quarter of 2009. Revenue for the year ended December 31, 2009 and 2008 totaled $499,172 and $10,335, respectively. Revenue and operating results for the two periods are not comparable because the Company began its planned principal operations during the second quarter of 2009 and was in its development stage during the prior year. Net (loss) income for the year ended December 31, 2009 totaled $13,659,889. The net income for the year ended December 31, 2009 is primarily attributed to a non-cash compensatory credit element from equity issuances of $18,312,558. On March 31, 2009, the Company and Tiger Management, LLC amended the management service agreement to establish the vesting period for the Series A Preferred Stock issued. The vesting period was established to be the period June 2007 through December 31, 2010 and until the Company had reached at least one million in annual gross revenue. Our Board of Directors' amended the Company's articles of incorporation to reduce the conversion rate to common stock for its Series A Preferred Stock from five shares to one share and to reduce the par value per Series A Preferred Stock to $0.01 from $25. As a result, the Company recorded $18,312,558 in compensation credit for equity issuance during the first quarter of 2009. The Company had previously recorded $20,400,000 in non-cash other general and administrative expenses during the year ended December 31, 2008. The fair value was determined using the price of the stock on the date the board approved the amendment to the agreement. Professional and consulting fees include legal, accounting and consulting expenses. General and administrative expenses primarily include payroll and payroll related expenses, rent and depreciation. Item 8. Financial Statements and Supplementary Data TOMI Environmental Solutions, Inc. ---------------------------------- CONSOLIDATED BALANCE SHEET -------------------------- ASSETS December 31, December 31, ------ 2009 2008 ------------ ------------ Current Assets: - --------------- Cash and Cash Equivalents $ 13,126 $ 367,697 Investment - Restricted 3,563,062 - Accounts Receivable 11,660 4,590 Notes Receivable 75,000 - Deferred Cost 122,576 - Prepaid Assets 2,751 18,710 ------------ ------------ Total Current Assets 3,788,175 390,997 ------------ ------------ Property and Equipment - net 306,633 372,990 ------------ ------------ Other Assets: - ------------- Intangible Assets, net 102,767 111,100 Security Deposits 5,416 6,620 ------------ ------------ Total Other Assets 108,183 117,720 ------------ ------------ TOTAL ASSETS $ 4,202,991 $ 881,707 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- Current Liabilities: - -------------------- Accounts Payable and Accrued Expenses $ 118,124 $ 175,327 Accrued Officers Compensation 827,868 546,536 Notes Payable - Current Portion 45,896 43,976 Deferred Revenue 199,022 - Obligations to be settled through issuance of common stock 268,500 - Dividends Payable on Preferred Convertible Stock 205,685 90,667 ------------ ------------ Total Current Liabilities 1,665,095 856,506 Long-term Liabilities: - ---------------------- Non-Current Portion of Notes Payable - Other 20,468 66,365 ------------ ------------ Total Liabilities 1,685,563 922,871 ------------ ------------ COMMITMENTS AND CONTINGENCIES - - Stockholders' Equity (Deficit): - ------------------------------- Cumulative Convertible Series A Preferred Stock, $0.01 par value, 1,000,000 shares authorized, 510,000 shares issued and outstanding at December 31, 2009 and December 31, 2008. 5,100 5,100 Cumulative Convertible Series B Preferred Stock, $1,000 stated value, 7.5% cumulative dividend, 4,000 shares authorized, 3,250 shares issued and outstanding at December 31, 2009 and none at December 31, 2008. 3,250,000 - Common Stock, $.01 par value, 75,000,000 shares authorized; 35,277,480 and 34,474,515 shares issued and outstanding at December 31, 2009 and December 31, 2008, respectively. 352,774 344,744 Additional Paid-in Capital 9,683,721 22,758,193 Accumulated Deficit (9,489,312) (23,149,201) Deferred compensation (1,284,855) - ------------ ------------ Total Stockholders' Equity (Deficit) 2,517,428 (41,164) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,202,991 $ 881,707 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. TOMI Environmental Solutions, Inc. ---------------------------------- CONSOLIDATED STATEMENT OF OPERATIONS ------------------------------------
For the Year Ended For the Year Ended December 31, 2009 December 31, 2008 ------------------ ------------------ Net Revenues $ 499,172 $ 10,335 Cost of Sales 200,619 - ------------------ ------------------ Gross Profit 298,553 10,335 ------------------ ------------------ Costs and Expenses: - ------------------- Professional Fees 577,869 1,090,021 Other General and Administrative Expenses 1,370,871 1,248,225 Impairment on Investment, Research and Development 902,500 - Management and Consulting Fees (17,458,605) 20,400,000 ------------------ ------------------ Total Costs and Expenses (14,607,365) 22,738,246 ------------------ ------------------ Income (Loss) from Operations 14,905,918 (22,727,911) ------------------ ------------------ Other Income (Expenses): - ------------------------ Financing Costs - (14,444) Loss of investment- restricted (1,238,656) - Interest Income 2,109 - Interest Expense (9,482) (3,224) ------------------ ------------------ Total Other Expense (1,246,029) (17,668) ------------------ ------------------ Net Income (Loss) $ 13,659,889 $ (22,745,579) ================== ================== Income (Loss) attributable to common stockholders Net Income (Loss) $ 13,659,889 $ (22,745,579) Preferred stock dividend 205,685 90,667 ------------------ ------------------ Income (Loss) attributable to common stockholders $ 13,454,204 $ (22,836,246) ================== ================== Net Income (Loss) per Common Share - Basic $ 0.39 $ (0.66) ================== ================== Net Income (Loss) per Common Share - Diluted $ 0.37 $ (0.66) ================== ================== Weighted Average Common Shares Outstanding - Basic 34,864,011 34,391,534 ================== ================== Weighted Average Common Shares Outstanding - Diluted 36,024,011 34,391,534 ================== ==================
The accompanying notes are an integral part of these consolidated financial statements. TOMI Environmental Solutions, Inc. ---------------------------------- CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) -------------------------------------------------------- For the YearS Ended December 31, 2009 and December 31, 2008 -----------------------------------------------------------
SERIES A SERIES B PREFERRED STOCK PREFERRED STOCK COMMON STOCK ADDITIONAL DEFERRED --------------------- ----------------- --------------------- PAID-IN ACCUMULATED STOCK SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT COMPENSATION TOTAL - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Balance - 12/31/2007 - $ - - $ - 34,940,437 $349,404 $ 29,900 $ (403,622) $ - $ (24,318) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Return of Common Stock in Connection with Reverse Acquisition - - - - (42,475) (425) 425 - - - - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $.20 per share - - - - 3,060,000 30,600 581,400 - - 612,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $.50 per share - - - - 100,000 1,000 49,000 - - 50,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $.90 per share - - - - 971,553 9,715 864,685 - - 874,400 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $1.00 per share - - - - 25,000 250 24,750 - - 25,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock for services @ $2.00 per share - - - - 420,000 4,200 835,800 - - 840,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock upon Conversion of Convertible Debt @ $.0125 per share - - - - 2,000,000 20,000 5,000 - - 25,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Convertible Preferred Stock to Related Party for Services Rendered @ $.01 per share 510,000 12,750,000 - - - - 7,650,000 - - 20,400,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Repurchase and Retirement of Common Stock @ $.001 per share - - - - (7,000,000) (70,000) 63,000 - - (7,000) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Dividends on Cumulative Convertible Preferred Stock as of 12/31/08 - - - - - - (90,667) - - (90,667) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Net Loss for the Period January 1, 2008 to December 31, 2008 - - - - - - - (22,745,579) - (22,745,579) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Balance - 12/31/2008 510,000 $ 12,750,000 - - 34,474,515 $344,744 $10,103,293 $(23,149,201) $ - $ (41,164) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock in Lieu of Cash Compensation - - - - 162,965 1,630 418,196 - - 419,826 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $5.00 per share, net of offering cost - - - - 350,000 3,500 1,546,500 - - 1,550,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Common Stock Pursuant to a Private Placement @ $2.00 per share - - - - 100,000 1,000 199,000 - - 200,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Issuance of Convertible Series B Preferred Stock @ $1,000 per share - - 3,250 3,250,000 - - - - - 3,250,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Dividends on Cumulative Convertible Series B Preferred Stock - - - - - - (205,685) - - (205,685) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Reversal of dividends - - - - - - 90,667 - - 90,667 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Deferred Compensation - - - - - - 2,138,808 - (2,138,808) - - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Amortization of Deferred Compensation - - - - - - - - 853,953 853,953 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Forgiveness of Compensation - - - - - - 150,000 - - 150,000 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Common Stock Issued to Acquire LLC Interest - - - - 190,000 1,900 900,600 - - 902,500 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Change of Par Value for Series A Preferred stock from $25 per share to $.01 per share - (12,744,900) - - - - (5,567,658) - - (18,312,558) - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Net Income - - - - - - - 13,659,889 - 13,659,889 - ---------------- ------- ------------- ------ ---------- ----------- --------- ------------ ------------- ------------ ------------- Balance - 12/31/2009 510,000 $ 5,100 3,250 $3,250,000 35,277,480 $352,774 $ 9,683,721 $ (9,489,312) $(1,284,855) $ 2,517,428 ================ ======= ============= ====== ========== =========== ========= ============ ============= ============ =============
The accompanying notes are an integral part of these consolidated financial statements. PART III Item 15. Exhibits No. Description - --- ----------- 31.1 CEO's Certification Pursuant to Rule 13a-14 and 15d-14 Under The Securities Exchange Act of 1934, As Amended 31.2 CFO's Certification Pursuant to Rule 13a-14 and 15d-14 Under The Securities Exchange Act of 1934, As Amended 32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned who is duly authorized. TOMI ENVIRONMENTAL SOLUTIONS, INC. Date: May 28, 2010 By: /s/ Halden Shane - --------------------------- Halden Shane Principal Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: May 28, 2010 By: /s/ Halden Shane - --------------------------- Halden Shane Principal Executive Officer Principal Financial and Accounting Officer Date: May 28, 2010 By: /s/Richard Johnson - --------------------------- Richard Johnson Secretary and Director Date: May 28, 2010 By: /s/Willie Brown, Jr. - --------------------------- Willie Brown, Jr. Director Date: May 28, 2010 By: /s/Harold W. Paul - --------------------------- Harold W. Paul Director EX-31 2 tomi-10ka_311.txt Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Halden Shane, Principal Executive Officer of the Registrant, TOMI Environmental Solutions, Inc., certify that: 1. I have reviewed this Form 10-K/A of the Registrant; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Dated: May 28, 2010 By: /s/ Halden Shane -------------------------------- Halden Shane Principal Executive Officer EX-31 3 tomi-10ka_312.txt Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Halden Shane, Principal Financial Officer of the Registrant, TOMI Environmental Solutions, Inc., certify that: 1. I have reviewed this Form 10-K/A of the Registrant; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Dated: May 28, 2010 By: /s/ Halden Shane -------------------------------- Halden Shane Principal Financial Officer EX-32 4 tomi-10ka_321.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to the Annual Report of TOMI Environmental Solutions, Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 28, 2010 By: /s/ Halden Shane -------------------------------- Halden Shane Principal Executive Officer Principal Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----