10-K/A 1 tomz10k-a.htm

f 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A No. 1

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

OR

¨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 000-09908

TOMI ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

   
FLORIDA 59-1947988

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

   

9454 Wilshire Blvd., R-1,

Beverly Hills, California

 90212
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 525-1698

 

Title of Each Class Name of Each Exchange on Which Registered  
CC  
Common Stock, $0.01Par Value
Cumulative Series A Preferred Stock, $0.01 Par Value		                           OTC Bulletin Board  
  Cumulative Convertible Series B Preferred Stock, $1,000 Stated Value  
   

 

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  ¨             Smaller 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 $1,686,515 based upon the closing price of registrant's common stock on that date.

 

As of March 20, 2012 the registrant had 65,710,283 shares of common stock outstanding.

 

Documents incorporated by reference

None.  

 
 

 

 

Explanatory Note

This Amendment No. 1 to TOMI Environmental Solutions Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”), as filed with the Securities and Exchange Commission on March 30, 2012, is being filed solely to furnish Exhibit 101 to the Form 10-K as required by Rule 405 of Regulation S-T. The filing agent for the Company experienced a software crash and subsequent software malfunction that prevented timely filing of the eXtensible Business Reporting Language exhibits. Exhibit 101 to this Amendment No. 1 to Form 10-K furnishes the following items in eXtensible Business Reporting Language:

(i) Consolidated Balance Sheets as of December 31, 2011 and 2010;

(ii)  Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010;

(iii)  Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2011 and 2010

(iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010; and

(v) Notes to Consolidated Financial Statements.

No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 as described above.

This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way the disclosures made in the Form 10-Q.

 

 

 

 

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(1) The following financial statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K:

•Report of Independent Registered Public Accounting Firm, Wolinetz, Lafazan & Company, P.C.;
•Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010;
•Consolidated Statements of Operations: For the Year Ended December 31, 2011 and December 31, 2010;
•Consolidated Statements of Stockholders’ Equity (Deficiency): Years Ended December 31, 2011 and December 31, 2010;
•Consolidated Statements of Cash Flows: For the Year Ended December 31, 2011 and December 31, 2010; and
•Notes to Consolidated Financial Statements.

(2) Schedules to financial statements:

All financial statement schedules have been omitted because they are either inapplicable or the information required is provided in the Company’s Consolidated Financial Statements and Notes thereto, included in Part II, Item 8 of this Annual Report on Form 10-K.

(3) The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report on Form 10-K.

 

 
 

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:  April 2, 2012   TOMI ENVIRONMENTAL SOLUTIONS, INC.
     

 

 

  

 

/s/    HALDEN S. SHANE        

   

Halden S Shane

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

/s/  HALDEN S. SHANE Chairman of the Board and Chief Executive   April 02, 2012
Halden S. Shane Officer (Principal Executive Officer)    
       
/s/  HALDEN S. SHANE Chief Financial Officer (Principal Financial   April 02, 2012
Halden S. shane Officer and Principal Accounting Officer)    
       
/s/  HAROLD W. PAUL   Director   April 02, 2012
Harold W. Paul       

 

 

 

 

 

 

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

Description

 

     
31.1

Certification of the Principal Executive Officer,

as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

   
31.2

Certification of the Principal Financial Officer,

as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

   
32.1

Certifications of the Principal Executive Officer provided pursuant to

18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certifications of the Principal Financial Officer provided 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 Schema Document
   
101.CAL Calculation Linkbase Document
   
101.LAB Label Linkbase Document
   
101.PRE Presentation Linkbase Document
   
101.DEF Definition Linkbase Document