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<SEC-DOCUMENT>0001170022-08-000011.txt : 20080403
<SEC-HEADER>0001170022-08-000011.hdr.sgml : 20080403
<ACCEPTANCE-DATETIME>20080403120205
ACCESSION NUMBER:		0001170022-08-000011
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20071231
FILED AS OF DATE:		20080403
DATE AS OF CHANGE:		20080403

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ozone Man, Inc.
		CENTRAL INDEX KEY:			0000314227
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				591947988
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09908
		FILM NUMBER:		08736356

	BUSINESS ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		SUITE 600
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		3103714171

	MAIL ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		SUITE 600
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>tomi_10ksb-123107.txt
<DESCRIPTION>FORM 10-KSB FOR THE FISCAL YEAR ENDED 12/31/07
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2007

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934

                        Commission file number 000-09908

                               THE OZONE MAN, INC.
                 (Name of small business issuer 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:  Common Stock

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

The issuer (1) 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 [ ]

Disclosure of delinquent filers in response to item 405 of Regulation S-B 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-KSB or any amendment to this Form
10-KSB. [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]

State issuer's revenue for its most recent fiscal year:  None.

A market value of the voting stock held by non-affiliates can not be determined
because the registrant does not have an active trading market.

As of March 15, 2008 the registrant had 34,940,437 shares of common stock
outstanding.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]

<PAGE>

                               TABLE OF CONTENTS

                                     PART I
                                                                           Page
Item 1.  Description of Business                                              2
Item 2.  Description of Property                                              6
Item 3.  Legal Proceedings                                                    6
Item 4.  Submission of Matters to a Vote of Security Holders                  6

                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             7
Item 6.  Management's Discussion and Analysis or Plan of Operation            7
Item 7.  Financial Statements                                                 8
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                 8
Item 8A. Controls and Procedures                                              8
Item 8B. Other Information                                                    8

                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act                    9
Item 10. Executive Compensation                                              10
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     10
Item 12. Certain Relationships and Related Transactions, and Director
         Independence                                                        12
Item 13. Exhibits                                                            12
Item 14. Principal Accountant Fees and Services                              12
Signatures                                                                   13


In this registration statement references to "Ozone Man," "we," "us," and "our"
refer to The Ozone Man, 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.

                                       1

<PAGE>

                                     PART I

Item 1. Description of Business

History

The Company was incorporated in Florida in 1979 under the name Dauphin, Inc. and
its original business was the marketing of cosmetics and hair care products.  In
March 1981 the Company completed an initial public offering and continued in
business into 1982 at which time it ceased operations.  In July 1994 the Company
completed a reverse merger with RPS Enterprises, Inc. ("RPS") pursuant to which
RPS became a wholly owned subsidiary, conducting a New York based limousine
company.  RPS ceased operations in early 1996 and the Company has conducted no
business since that time.  In August 2002, certain investors purchased the
majority of prior management's stock and in October 2002 sold back the operating
subsidiary to prior management and changed the Company name to RPS Group.  In
October 2007 RPS Group and its controlling shareholders entered into a
definitive Agreement and Plan of Reorganization whereby RPS Group acquired 100%
of the issued and outstanding common shares of The Ozone Man, Inc., a Nevada
Corporation (a Development Stage Company) ("Ozone Nevada") in exchange for the
issuance of 34,250,000 shares of RPS Group common stock and $50,000 cash
consideration.  Although RPS Group is the legal acquirer, for accounting
purposes Ozone Nevada is the surviving entity and, accordingly, the transaction
will be accounted for as a reverse acquisition which is in substance a
recapitalization of Ozone Nevada.

Business

The Company is engaged in home inspection, air quality testing and ozone indoor
cleaning together with ultraviolet germicidal maintenance and intends to
franchise and/or license these operations.

Products

Ozone is a pale blue, unstable gas molecule because it consists of 3 atoms,
whereas oxygen is a molecule consisting of 2 oxygen atoms.  This ozone molecule
is so unstable that it quickly breaks away from the other oxygen atoms.  These
lone oxygen atoms go in search of other atoms to re-form into oxygen.  If it
finds a carbon or sulfur molecule, it will break into that molecule destroying
it in the process.  Free oxygen atoms are highly reactive and they will oxidize
or inactivate almost anything including most viruses, bacteria, and organic and
inorganic compounds they contact, making ozone an enormously powerful
disinfectant and oxidizer.  Since most indoor air pollutants are carbon and
sulfur based, ozone will attack them, leaving only oxygen in their place.  Ozone
is a much stronger oxidizer than common disinfectants such as chlorine and
hypochlorite.  The usage of chlorine in many countries has been decreased
significantly due to the possible formation of carcinogenic by-products during
the disinfections process.  In contrast, ozone disinfections using the Company's
methodology does not produce any harmful residues, all carcasses are vacuumed
with HEPA vacuum, and all the residual ozone will be converted back to oxygen in
a short time.  Ozone produced using ultra-violet is considered an
environmentally friendly disinfectant.

Ozone is not to be confused with smog, which is commonly referred to as ozone.
Low level or surface ozone (smog) is formed when oxygen combines with volatile
organic compounds (nitrogen oxides from motor vehicles and power plant
emissions, solvents, etc.), which then chemically react in the presence of
sunlight and warmth.

Ozone is produced by lighting (that "fresh air smell" after a storm) and by
ultra-violet radiation.  Ozone gas purifies the air and environment naturally,
leaving oxygen in its place.

                                       2

<PAGE>

Our proprietary UV ozone generators produce nothing but ozone.  Most other
manufacturers of ozone equipment produce nitrous oxides, which when mixed with
moisture become nitric acid, which is dangerous.  The EPA has determined that
the highest level of safe ozone is 0.05 ppm.  Our high-powered generators
produce ozone at lethal levels exceeding 20.0 ppm.  This is why people, pets,
or plants cannot remain in the property during our treatments that average 4
hours in length.

Market

Recognition of indoor pollution is growing.  The EPA has indicated that at least
50% of all illnesses are caused or aggravated by indoor air pollution and made
it among its top five most urgent environmental issues.  According to the EPA,
this problem creates over $1 billion in direct healthcare costs, and as much as
$60 billion in annually lost productivity.  Further, the EPA states that today's
homes contain an estimated 1,500 hazardous compounds from approximately 3,000
man-made products.  Even low levels of pollutants emitted by these products can
affect human health over a period of months or years.  Ozone can also be used to
kill, inactivate, reduce, and in some cases eliminate most of the broad causes
of indoor pollution such as: allergens, dust mites, bacteria, residue from
pesticides, construction by-products, inactivates viruses, and smoking and
cooking odors.

Accordingly, we seek to position The Ozone Man, Inc. as a leader in the
residential and commercial indoor inspection, air testing and ozone deep
cleaning treatment.  We have developed and acquired a platform of ozone
generator products, services and technologies.

We believe The Ozone Man, Inc.'s products will help real estate brokers who had
lost a sale because of bad odor in the house, had a listing they knew would be
hard to sell because of odors, and had buyers with allergies who requested
testing for the indoor air quality.  The Ozone Man, Inc. can quickly and
effectively eliminate those odors without risk using an all-natural and chemical
free solution.

The Ozone Man, Inc. methodology is a process that purifies the air in a home or
building.  This process eliminates pet odors, cooking smells, smoking odors, and
chemical smells (such as paint, glue, new carpets, etc.).  It will also
eliminate most germs, viruses, bacteria, mildew, and mold, in a multi-process
one-day event.

Services

We do indoor inspections and indoor air testing which is certified by the Indoor
Environment Standards Organization (IESO) and Environmental Solutions
Association (ESA).  This translates to professional sampling capabilities as
well as indoor contamination inspection certifications.  We inspect for any type
of indoor environmental problems.

On February 23, 2008 we purchased from S.C.O. Medallion Healthy Homes LTD all
intellectual property for the Medallion methodology system and all marketing
materials, studies and information required to operate the system including
patents, trademarks, extensions, applications, copyrights, equipment and
technology that specifically relate to the products and services of the
business.  This provides us with the ozone treatment system that is the core of
our business model.

We are a solution provider for these indoor pollution problems.  Our ozone deep
cleaning treatment is a remedy for indoor pollution about 75-80% effective.
When extreme contamination problems exist, we may call in other professionals to
assist in the remediation process and/or refer the client to another source for
the solution.

                                       3

<PAGE>

We provide indoor pollution maintenance for all buildings.  We call our system
the "Terminator", and it involves installation of a UV germicidal system in the
air ducts or air conditioning systems.  This purifies the air before it enters
the indoor environment and insures the client of a clean fresh air supply at all
times.  If there is not a forced air or air conditioning system in the home or
building, we have freestanding UV germicidal systems.

Our ozone deep cleaning treatment involves placing The Ozone Man, Inc. UV ozone
generators throughout an uninhabited home or building.  Depending on the type of
contamination, the generators are left running for 4-8 hours.  This is the
essential time allotted for the ozone to oxidize all the contaminants in the
indoor environment, leaving the space odor and contaminant free.  This one step
process works on all types of odors, including smoke, pet, cooking and chemical
odors and kills and or eliminates all allergens, bacteria and viruses.

Decontaminated space will remain as such, as long as you do not reintroduce the
problem.  Our inspection service will first identify the problem, and once the
source is removed/repaired, the treatment is then complete and the problem is
solved.  However, if you are a smoker and if you start smoking again in the
residence/office and/or you are a pet owner and you bring the pets back into the
residence and/or your residence building has another leak/water intrusion, the
problem will reoccur and another treatment will be required.  Once our treatment
is complete, the indoor environment is a healthy place to reside or work.

The cost per treatment depends on the size of the dwelling and the type of
contamination.  Residential dwellings range from $499 for apartments to $875 for
homes up to 2,500 sq ft.  Depending on size, vehicles, RV's and boats range
from $99 to $349.  Inspection services start at $175 and if sampling is
required, those prices are $595 with lab costs not included.  Installed UV
systems begin at $495.  Commercial jobs generally run around $.35 per sq ft.

Franchising and Licensing

We plan on bringing The Ozone Man, Inc. to the public via independent service
franchises or licenses.  Our franchisees or licensees will perform home
inspection, indoor air testing using a federally certified United States lab -
our franchisees or licensees initial revenue source.  After laboratory results
are obtained, the technician will evaluate results to determine the
appropriateness of our ozone deep cleaning treatment.  If conditions are
appropriate, our franchisees will use our ultraviolet generators to perform
ozone deep cleaning treatment - a second revenue source.  During this treatment
ozone will be substituted for indoor oxygen at the location. Prior to the
treatment all persons, plants, and pets will be removed. The level of ozone to
be obtained will be at least 10 ppm.  At these levels, ozone deep cleaning
treatment has been shown to reduce, inactivate, or in some cases eliminate
allergens, VOC's, bacteria/viruses, cleaning and pesticide residue, mold,
cooking & smoking odors and dust mites.

After the removal of ozone, which has a half-life of 20 minutes - 2 hours, the
room will be tested.  When ozone levels are below EPA standards individuals may
reenter the property.  We plan to develop an Ozone Man accessory line to help
with maintenance of the indoor air quality environment.  We believe
opportunities will develop for ongoing ozone deep cleaner treatment as a
maintenance service - providing our franchisees or licensees with a third source
of revenue.  These may be in the form of ongoing maintenance contracts thereby
generating recurring revenue.

There are multiple trends that we believe Ozone Man can capitalize to make our
franchises or licensees extremely desirable.  We are offering an environmentally
friendly alternative to harsh chemicals.  In addition to the detriment that
occurs to the environment when these chemicals are disposed of, their use within
homes is a source of indoor pollution.

                                       4

<PAGE>

We believe our services provide tangible health benefits for persons living and
working in areas plagued by high levels of indoor pollution.  These benefits
should be most recognizable for individuals who are highly allergic and with
faltering health.  Accordingly, we believe that our services will be highly
sought after by much of America's aging population.  Moreover, products
perceived to provide health benefits are less susceptible to economic cycles.
By providing health related services to America's aging population we are
focused on two critical trends in the nation. Across many areas of the country,
real estate prices are severely declining and inventories of real estate are
growing.  This decline is also related to job cutbacks in many real estate,
mortgage, and related industries.  Many experts are even forecasting an overall
deterioration for the domestic economy.  We believe that Ozone Man franchises
are ideally suited for launch under these conditions.

Brokers can utilize ozone deep cleaner treatment to assist them in speeding
sales of slow-moving properties.  Many of the areas most severely affected by
the downturn in the real estate market are inhabited by aging populations and
have substantial amounts of new construction.  As mentioned earlier, many new
construction materials contribute to indoor air quality problems - providing an
exceptional opportunity for us.

Many individuals employed as mortgage and real estate brokers have developed
sales skills and may seek alternate employment given the current market
conditions in these industries.  We believe an investment in an Ozone Man
franchise or licenses can be well suited for such individuals.  Over the past
5 or 10 years, many individuals generated tremendous capital in these
industries.  Additionally, as many of these industries are largely based on
commissions, these individuals have developed an entrepreneurial spirit.  With
enough capital to start launch their businesses, sales skills to effectively
market their product, and an entrepreneurial mindset, these individuals should
be able to recognize tremendous value, and invest in an Ozone Man franchise.
With Ozone Man maintenance programs, our franchises or licenses will have the
added benefit of contractual recurring revenue, a distinguishing feature from
many other franchise opportunities, and a revenue source for our company that
typically merits higher valuations from Wall Street.

With the winding down of America's military operations in Iraq many former
service persons are returning with knowledge of proper handling procedures for
hazardous materials.  The training that these individuals received on handling
biologically and chemically active substances would serve as an excellent
background for the operation of an Ozone Man franchise or license.

Real Estate Agents are our first line of potential franchisees.  With the
national slowdown in the real estate markets, we feel that many real estate
agents are seeking to provide ancillary services where they can use their real
estate skills and contacts to sell a home treatment service, such as ozone deep
cleaning treatment, to many of their old and potential new clients as well as
other associates in the real estate industry.  Another key selling point is the
testing and methodology that Ozone Man uses is a way of protecting the real
estate agent against potential litigation for non-disclosure of mold and other
related issues.  The real estate agent is seen as having a built in client and
referral base along with a demonstrated ability to pass tests, which requires
industry comprehension and understanding of rules and regulations.

Police and Fireman: Most responders are in touch and connected within the local
community and have community respect.  They possess a relationship with numerous
businesses, restaurants, apartment and homeowners.  They have had training in
hazardous materials, and understand the importance of healthy home environments
and safety.  Most are physically fit and some may have a desire to operate a
secondary business that fits into their schedule, which typically consist of two
days on followed by two days off.  They may use their trained skills in a
different application without the personal risks inherit of their profession.

                                       5

<PAGE>

One of last groups of prospective franchisees will be troops coming home from
the Middle East.  There will be over 200,000 troops coming back to the work
place in the near future. Many have lost jobs as a result of their military
duties oversees and would be seeking opportunities that can provide for their
family's welfare.  Most are physically fit and likely to be trained in toxic
chemical use and hazardous materials care, therefore they would be suited to
address and safety issues surround the use of ozone for treating indoor air
pollution.  Additionally, we will assist each soldier in obtaining federal
funding from federally supported sources available only to veterans, for them
to acquire franchisees.

We have recently aligned with a number of manufacturers of air testing kits and
ozone generation equipment manufacturers.  We currently do not consider any one
supplier to be critical to our operations.  Our management team is currently
seeking to develop strategic alliances with governmental relations specialists.
We believe these efforts can result in home purchasers being given an option to
have the indoor air quality of their future home tested prior to the closing of
a transaction.  We are actively pursuing the development of strategic alliances
that we feel are advantageous to the Company.

Competitors & Future Competition

Although we are unaware of any direct public competition, we believe that we
will be faced with competition from an array of household cleansers, pesticides,
and remediation companies (among others) for our services.  Many retailers
market a variety of air purifiers.  The ozone generation business may lead to
multiple competitors and competition.

Employees

We currently have 3 employees, 1 of which is full time.


Item 2. Description of Property

The Company leases 400 sq ft at 9454 Wilshire Blvd., Beverly Hills, CA 90212 at
$30,000 annually in a professional office building.  We believe the current
facilities are adequate for the immediate future.


Item 3. Legal Proceedings

We are not a party to any proceedings or threatened proceedings as of the date
of this filing.


Item 4. Submission of Matters to a Vote of Security Holders

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of the 2007 fiscal year.

                                       6

<PAGE>

                                    PART II

Item 5. Market Price For Common Equity and Related Stockholder Matters

Market Information

Our common stock is not listed on an established trading market.

Holders and Dividends

As of March 15, 2008 we had 702 shareholders of record holding 34,940,437 common
shares.  This number does not include the common stock recently sold in a
private placement as those shares have been subscribed for, but are not yet
issued and outstanding.

We have not paid cash or stock dividends on our common stock.  We have no
present plan to pay any dividends, but intend to reinvest our earnings, if any.

Recent Sales of Unregistered Securities

In the first quarter of 2008, we sold 1,675,000 shares of common stock for
total consideration of $335,000 pursuant to Regulation D Rule 505.

Issuer Purchase of Securities

None.


Item 6.  Management's Discussion and Analysis or Plan of Operation

Results of Operations for the initial period ended December 31, 2007: Ozone Man
(FL) has had no business operations since 2002. Ozone Man (NV), acquired in
October 2007 was incorporated in September 2007 and is a development stage
company that has not yet generated revenues from planned operations. We have
only incurred expenses such as professional and regulatory fees and merger
expenses.  Those expenses totaled $47,304 for the initial period ended December
31, 2007. As such we also recorded a net loss of $32,860 for the initial period
ended December 31, 2007.

Liquidity and Capital Resources: Our business plan is to engage in the home
inspection, air quality testing and ozone indoor cleaning business. We also
intend to license or franchise these operations. We have very limited sources
of capital as we have not yet generated revenues from operations.

We are currently engaged in a private placement pursuant to Regulation D, Rule
505, and have raised $335,000 from the sale of 1,675,000 shares of common stock
in the first quarter of 2008. If the entire private placement is sold, we may
raise an additional $665,000. If we are able to raise the additional funds, we
believe it should be sufficient to implement our business plan through the end
of 2008. There is no assurance additional private placement funds will actually
be raised and the failure to do so will make it more difficult to implement our
business plan.

Our independent accounting firm has expressed substantial doubt that we can
continue as a going concern unless, among other things, we obtain financing.
At December 31, 2007, we had $3,095 in cash and liabilities of $27,413.

                                       7

<PAGE>

Plan of Operation

We have purchased all intellectual property related to the ozone cleaning
methodology and are finalizing an agreement to acquire air quality testing
equipment. Once both pieces are in place we intend to penetrate both the
residential and commercial markets with our services and products. We have
developed a comprehensive marketing plan and advertising materials and intend to
provide these materials to and train real estate agents, first responders and
others in the use of both the ozone cleaning system and air testing equipment.

Off-Balance Sheet Arrangements

None.


ITEM 7. FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

During the two most recent fiscal years we have not had a change in, or
disagreement with, our independent registered public accounting firm.


Item 8A.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our filings under the Exchange Act is
recorded, processed, summarized and reported within the periods specified in the
rules and forms of the SEC.  This information is accumulated to allow timely
decisions regarding required disclosure.  Our President, who acts in the
capacities of our principal executive officer and principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report.  Based on that evaluation, he
concluded that our disclosure controls and procedures were effective.

He also determined that there were no changes made in our internal controls over
financial reporting during the fourth quarter of 2007 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.


Item 8B. Other Information

See History in Item 1 above.  A change in control occurred in October 2007.
Control was acquired by Halden S. Shane, Richard L. Johnson, Juliann Gold and
Roar Investment, LLC pursuant to an Agreement and Plan of Reorganization dated
October 15, 2007.  The above named parties own 62% of the Company's outstanding
common stock.  Control was acquired from Harold Paul, David Lindner, Anthony
Kirincic and Kirlin Holding Corp., the majority shareholders of RPS Group, Inc.
Consideration paid was $50,000, comprised of $25,000 in company funds of the
Ozone Man, Inc., the acquired company, and a $25,000 promissory note.  Mr. Paul
resigned as an acting officer and director upon the closing of the transaction
on October 17, 2007.  As a result of the transaction, the Company ceased being a
shell company.  Inasmuch as the Company's stock was not trading and the Company
would not have been able to timely supply the requisite financial information,
it deferred reporting these events until the current filing.

                                       8

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons,
        Compliance With Section 16(A) of the Exchange Act

Our executive officers and directors, their ages and biographical information
are presented below.  Our bylaws require three directors who serve until our
next annual meeting or until each is succeeded by a qualified director.  Our
executive officers are appointed by our Board of Directors and serve at its
discretion.  There are no existing family relationships between or among any of
our executive officers or directors.

Name                   Age   Position Held                       Director Since
- --------------------   ---   ---------------------------------   --------------

Halden S. Shane        63    Chief Executive Officer, Director   October 2007

Richard L. Johnson     72    Chief Operating Officer,            October 2007
                             Secretary, Director

Willie L. Brown, Jr.   73    Director                            October 2007

Halden S. Shane: Dr. Shane has been our Chairman since the Company's inception.
For the past five years he has served as President and CEO of Tiger of Tiger
Management International: a private management company that deals in business
management of private and public companies.  Dr. Shane was also: Founder and
General Partner of Doctors Hospital West Covina, California. Prior to the
previous mentions, Dr. Shane practiced podiatric surgery specializing in ankle
arthroscopy.

Richard L. Johnson: Since his admission to the California State Bar Association
in 1961, Mr. Johnson has served as a business manager/attorney and consultant to
a variety of individuals and companies.  He is presently active in private
practice in Los Angeles, California.

Willie Brown, Jr.: Mr. Brown has served two terms as the Mayor of the City and
County of San Francisco (1996-2004).  Prior to his service as Mayor, Mr. Brown
served as speaker of the California State assembly from 1980 thorough 1995.  Mr.
Brown had also been a member of the state assembly since 1964 and has served on
the Boards of California State University and Calpers.

Audit Committee

We do not have an audit committee serving at this time, nor do we have an audit
committee financial expert serving on an audit committee.  Our entire board acts
as our audit committee.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than ten percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our common stock. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file.  We believe no reports were required to be filed during
the past fiscal year.

                                       9

<PAGE>

Code of Ethics

We have not yet adopted a code of ethics for our principal executive and
financial officers.  Our board of directors will revisit this issue in the
future to determine if adoption of a code of ethics is appropriate.  In the
meantime, our management intends to promote honest and ethical conduct, full
and fair disclosure in our reports to the SEC, and compliance with applicable
governmental laws and regulations.


Item 10. Executive Compensation

Executive Officer Compensation

The following discussion addresses any and all compensation awarded to, earned
by or paid to our named executive officers for the fiscal years ended December
31, 2007. We have not had a bonus, profit sharing, or deferred compensation plan
for the benefit of employees, officers or directors.

We have not paid any salaries or other compensation to officers or directors for
their service on the Board of Directors for the year ended December 31, 2007.
Further, we have not entered into an employment agreement with any officers,
directors or any other persons and no such agreements are anticipated in the
immediate future. It is intended that directors will defer any compensation
until such time as business operations provide sufficient cash flow to provide
for salaries. As of the date hereof, no person has accrued any compensation.
The Company intends to enter in an employment agreement with the Chief Executive
Officer when it has began to generate revenues and anticipates being able to
pay him a salary.

Retirement or Change of Control Arrangements

We do not offer retirement benefit plans to our executive officers, nor have we
entered into any contract, agreement, plan or arrangement, whether written or
unwritten, that provides for payments to a named executive officer at or in
connection with the resignation, retirement or other termination of a named
executive officer, or a change in control of the company or a change in the
named executive officer's responsibilities following a change in control.

Compensation of Directors

We do not have any standard arrangement for compensation of our directors for
any services provided as director; including services for committee
participation or for special assignments.


Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

Securities Under Equity Compensation Plans

We do not have any securities authorized for issuance under any equity
compensation plans.

Beneficial Ownership

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known by us to own
beneficially more than 5% of our outstanding common stock. Beneficial ownership
is determined in accordance with SEC rules and regulations, which generally

                                       10

<PAGE>

requires voting or investment power with respect to securities.  Except as
indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is based on
34,940,437 shares of common stock outstanding as of March 15, 2008.


                            CERTAIN BENEFICIAL OWNERS

Name and address of                   Amount and nature of         Percent
beneficial owners                     beneficial owner             of class
- -------------------                   --------------------         --------

Shane Family Trust (1)                     5,000,000                14.3 %
11710 Wetherby Lane
Los Angeles, CA 90077

Richard L. Johnson                         8,000,000                22.9 %
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212

Willie Brown, Jr.                             -0-                    -0-
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212

Juliann Gold                               4,312,500                12.3 %
9903 Santa Monica Blvd
Beverly Hills, CA 90212

Roar Investment LLC                        4,312,500                12.3 %
9903 Santa Monica Blvd
Beverly Hills, CA 90212

Belinha Shane (2)                          3,000,000                 8.6 %
11710 Wetherby Lane
Los Angeles, CA 90077

Farideh Talebpour                          2,000,000                 8.6 %
1155 N. LaCienega Blvd
Los Angeles, CA 90069

Directors and Officers as a Group (3)     13,000,000                37.2 %

(1) Halden Shane is trustee of the Share Family Trust.
(2) Belinha Shane is the wife of Halden Shane.  He disclaims beneficial
    ownership of any shares held in her name.

                                       11

<PAGE>

Item 12. Certain Relationships and Related Transactions, and Director
         Independence

Transactions with Related Parties

We have not engaged in any transactions during the past fiscal year involving
our executive officers, directors, more than 5% stockholders or immediate family
members of such persons.

Director Independence

None of our directors are independent directors as defined by NASD
Rule 4200(a)(15).


Item 13. Exhibits

No.    Description
- ----   -----------

 2.0   Agreement and Plan of Reorganization dated October 15, 2007
10.1   Agreement with S.C.O. Medallion Healthy Homes LTD dated February 23, 2008


Item 14.  Principal Accountant Fees and Services

Accountant Fees

The following table presents the aggregate fees billed for each of the last two
fiscal years by our independent registered public accounting firm Wolinetz,
Lafazan & Company, P.C., Certified Public Accountants, in connection with the
audit of our financial statements and other professional services rendered by
that accounting firm.

                                                        2006       2007
                                                      --------   --------
Audit fees                                            $  3,500   $  8,500
Audit-related fees                                           0          0
Tax fees                                                     0          0
All other fees                                        $  3,500   $  8,500

Audit fees represent the professional services rendered for the audit of our
annual financial statements and the review of our financial statements included
in quarterly reports, along with services normally provided by the accounting
firm in connection with statutory and regulatory filings or engagements.  Audit-
related fees represent professional services rendered for assurance and related
services by the accounting firm that are reasonably related to the performance
of the audit or review of our financial statements that are not reported under
audit fees.

Tax fees represent professional services rendered by the accounting firm for tax
compliance, tax advice, and tax planning.  All other fees represent fees billed
for products and services provided by the accounting firm other than the
services reported for the other categories.

                                       12

<PAGE>

Pre-approval Policies

We do not have an audit committee currently serving and as a result our board of
directors performs the duties of an audit committee.  Our board of directors
will evaluate and approve in advance the scope and cost of the engagement of an
auditor.  We do not rely on pre-approval policies and procedures.


                                 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.


THE OZONE MAN, INC.

Date: April 3, 2008
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: April 3, 2008
By: /s/ Halden Shane
- ---------------------------
Halden Shane
Principal Executive Officer
Principal Financial and Accounting Officer


Date: April 3, 2008
By: /s/Richard Johnson
- ---------------------------
Richard Johnson
Secretary and Director


Date: April 3, 2008
By: /s/Willie Brown, Jr.
- ---------------------------
Willie Brown, Jr.
Director


                                       13

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
The Ozone Man, Inc. (A Florida Corporation)

We have audited the accompanying consolidated balance sheet of The Ozone Man,
Inc. and Subsidiary (a Development Stage Company) ("the Company") as of December
31, 2007 and the related consolidated statements of operations, stockholders'
deficiency and cash flows for the period September 5, 2007 (inception) to
December 31, 2007.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  Also, an audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Ozone Man, Inc. and
Subsidiary at December 31, 2007, and the results of their operations and their
cash flows for the period September 5, 2007 (inception) to December 31, 2007 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has incurred an operating loss and has had no revenues
for the period September 5, 2007 (inception) to December 31, 2007 and has not
commenced planned principal operations.  In addition, at December 31, 2007 the
Company had a working capital and stockholders' deficiency  These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



                                             WOLINETZ, LAFAZAN & COMPANY, P.C.



Rockville Centre, New York
March 31, 2008


                                      F-1

<PAGE>


                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2007


                                     ASSETS

Current Assets:
   Cash                                                             $     3,095
                                                                    ------------
        Total Current Assets                                              3,095
                                                                    ------------
Total Assets                                                        $     3,095
                                                                    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
   Accounts Payable                                                 $     6,857
   Convertible Note Payable - Related Party, Net of Discount             10,556
   Other Payables                                                        10,000
                                                                    ------------
        Total Current Liabilities                                        27,413
                                                                    ------------
        Total Liabilities                                                27,413
                                                                    ------------

Commitments and Contingencies

Stockholders' Deficiency:
   Preferred Stock, $25 par value; 1,000,000 shares
     authorized, none issued and outstanding                                  -
   Common Stock, $.01 par value; 75,000,000 shares
     authorized, 34,940,437 shares issued and outstanding               349,404
   Additional Paid-In Capital                                            29,900
   Accumulated Deficit                                                 (370,762)
   Deficit Accumulated in the Development Stage                        ( 32,860)
                                                                    ------------
        Total Stockholders' Deficiency                                 ( 24,318)
                                                                    ------------
Total Liabilities and Stockholders' Deficiency                       $    3,095
                                                                    ============

The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
        FOR THE PERIOD SEPTEMBER 5, 2007 (INCEPTION) TO DECEMBER 31, 2007


Net Revenues                                                        $         -
                                                                    ------------
Costs and Expenses:
   Professional Fees                                                     13,875
   Other General and Administrative Expenses                              8,429
   Merger Expense                                                        25,000
                                                                    ------------
        Total Costs and Expenses                                         47,304
                                                                    ------------
Loss before Other Income (Expense)                                     ( 47,304)
                                                                    ------------
Other Income (Expense):
   Financing Costs                                                     ( 10,556)
   Forgiveness of Debt                                                   25,000
                                                                    ------------
                                                                         14,444
Net Loss                                                            $  ( 32,860)
                                                                    ============
Basic and Diluted Loss Per Share                                    $  (    .00)
                                                                    ============
Weighted Average Basic and Diluted Shares Outstanding                34,935,367
                                                                    ============

The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD SEPTEMBER 5, 2007 (INCEPTION) TO DECEMBER 31, 2007

<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                          Accumulated
                                   Preferred Stock        Common Stock         Additional                 in the
                                   ---------------   -----------------------   Paid-In      Accumulated   Development
                                   Shares  Amount    Shares        Amount      Capital      Deficit       Stage         Total
                                   ------  -------   ------------  ---------   ----------   -----------   -----------   ----------
<S>                                <C>     <C>       <C>           <C>         <C>          <C>           <C>           <C>
Balance - September 5, 2007            -   $    -              -   $      -    $       -    $        -    $        -    $       -

Sale of Common Stock to
  Founders of Ozone - NV               -       -      30,000,000      3,000       27,000             -             -       30,000

Issuance of Common Stock in
  Connection with Reverse              -       -      34,250,000    342,500     (342,500)            -             -            -
  Acquisition

Effect of Recapitalization             -       -         680,437      6,804      312,500      (370,762)            -     ( 51,458)
                                                     (30,000,000)  (  3,000)       3,000             -             -            -
Issuance of Common stock for
  Services                             -       -          10,000        100        4,900             -             -        5,000

Beneficial Conversion Feature          -       -               -          -       25,000             -             -       25,000

Net Loss for the Period
  September 5, 2007 (Inception)
  to December 31, 2007                 -       -               -          -            -             -       (32,860)    ( 32,860)
                                   ------  -------   ------------  ---------   ----------   -----------   -----------   ----------
Balance - December 31, 2007            -   $   -      34,940,437   $349,404    $  29,900    $ (370,762)   $  (32,860)   $( 24,318)
                                   ======  =======   ============  =========   ==========   ===========   ===========   ==========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE PERIOD SEPTEMBER 5, 2007 (INCEPTION) TO DECEMBER 31, 2007


Cash Flows from Operating Activities:
   Net Loss                                                         $  ( 32,860)
  Common Stock Issued for Services                                        5,000
  Debt Forgiveness                                                     ( 25,000)
  Amortization of Debt Discount                                          10,556
   Adjustments to Reconcile Net Loss to Net Cash Used
    in Operating Activities:
   Changes in Assets and Liabilities:
     Increase in Accounts Payable                                         5,339
                                                                    ------------
        Net Cash Used in Operating Activities                          ( 36,905)
                                                                    ------------
Cash Flows from Investing Activities:                                         -
                                                                    ------------
Cash Flows from Financing Activities:
   Proceeds from Sale of Common Stock                                    30,000
   Proceeds of Other Payables                                            10,000
                                                                    ------------
        Net Cash Provided by Financing Activities                        40,000
                                                                    ------------
Increase in Cash                                                          3,095

Cash - Beginning of Period                                                    -
                                                                    ------------
Cash - End of Period                                                $     3,095
                                                                    ============

Supplemental Disclosures of Cash Flow Information:

   Interest Paid                                                    $         -
                                                                    ============
   Income Taxes Paid                                                $         -
                                                                    ============

Supplemental Disclosures of Cash Flow Information:
  Non-Cash Financing Activities:
     Issuance of Note Payable - Related Party as Payment of
       Accounts Payable                                             $     25,000
                                                                    ============
     Issuance of 34,250,000 shares of Common Stock in
       Connection with Reverse Acquisition (Recapitalization)       $    342,500
                                                                    ============
     Discount on Convertible Debt                                   $     25,000
                                                                    ============

The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

         Organization

         The Ozone Man, Inc. ("Ozone-FL") was originally incorporated in the
state of Florida in 1979 as Dauphin, Inc. ("Dauphin").  On June 27, 1994
Dauphin, through an exchange agreement, acquired 100% of the outstanding common
stock of RPS Executive Limousines, Ltd., a privately held New York Corporation
("RPS Limo").  On July 19, 1994, Dauphin changed its name to RPS Enterprises,
Ltd. and effected a one-for-three reverse split of its common stock.  In
addition, the Certificate of Incorporation was amended  to (a) increase the
number of authorized common shares, $.01 par value, from 10,000,000 shares to
20,000,000 shares and (b) to create 1,000,000 shares of a new class of
cumulative convertible $25.00 preferred stock, with semi-annual dividends of
$2.00 per share.  The acquisition resulted in the RPS Limo shareholder emerging
with a larger portion of voting rights of the combined company.  Accordingly,
the transaction was treated for accounting purposes as a reverse acquisition.

         In August 2002, certain investors purchased the majority of prior
management's stock and changed the name from RPS Enterprises Ltd. to RPS Group,
Inc. ("RPS Group").  In October 2002 RPS Group sold back the operating
subsidiary (RPS Limo) to prior management.  RPS Group has been a shell company
with no significant assets or operations since 2002.

         On September 5, 2007, The Ozone Man, Inc. was incorporated in the State
of Nevada ("Ozone-NV").  On October 15, 2007, RPS Group, Inc filed with the
State of Florida, an amendment to its Articles of Incorporation changing its
name to The Ozone Man, Inc. ("Ozone-FL") and increasing it's authorized common
shares from 20,000,000 to 75,000,000 shares. In addition Ozone-FL executed a
1:20 stock split.

         On October 17, 2007, pursuant to a Definitive Agreement and Plan of
Reorganization, Ozone-FL acquired 100% of the issued and outstanding common
shares of Ozone-NV in exchange for 34,250,000 shares of Ozone-FL's common stock
(as amended) and $25,000 cash consideration. The combination of the two
companies is recorded as a recapitalization of Ozone-NV pursuant to which
Ozone-NV is treated as the continuing entity although Ozone-FL is the legal
acquirer. Accordingly, the Company's historical financial statements are those
of Ozone-NV. Ozone-FL and Ozone-NV are hereafter collectively referred to as
"the Company".

         Description of Company

         The Company is engaged in home inspection, air quality testing and
ozone indoor cleaning and intends to franchise and/or license these operations.

         The Company has not yet generated revenues from planned principal
operations and is considered a development stage company as defined in Statement
of Financial Accounting Standards ("SFAS") No. 7.

         Consolidation

         The accompanying consolidated financial statements included the
accounts of The Ozone Man, Inc. (a Florida Corporation) (Parent) and its wholly
owned subsidiary The Ozone Man, Inc. (a Nevada Corporation). All significant
intercompany accounts and transactions have been eliminated in consolidation.

         Cash and Cash Equivalents

         The Company considers all highly-liquid investments purchased with a
maturity of three months or less to be cash equivalents.

                                       F-6

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

         Revenue Recognition

         For revenue from product sales, the Company will recognize revenue in
accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB
No. 104), which superseded Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" (SAB No. 101).  SAB No. 104 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgment
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts.  Provisions for discounts and rebates to
customers, estimated returns and allowance, and other adjustments will be
provided for in the same period the related sales are recorded.

         Advertising Costs

         Advertising costs will be charged to operations when incurred.  The
Company did not incur any advertising costs during the period September 5, 2007
(inception) to December 31, 2007.

         Income Taxes

         The Company accounts for income taxes using the asset and liability
method described in SFAS No. 109, "Accounting For Income Taxes", the objective
of which is to establish deferred tax assets and liabilities for the temporary
differences between the financial reporting and the tax bases of the Company's
assets and liabilities at enacted tax rates expected to be in effect when such
amounts are realized or settled.  A valuation allowance related to deferred tax
assets is recorded when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

         Loss Per Share

         The computation of loss per share is based on the weighted average
number of common shares outstanding during the period presented.  Diluted loss
per common share is the same as basic loss per common share as there are no
potentially dilutive securities outstanding (options and warrants).  The common
stock issued and outstanding has been included from September 5, 2007
(inception) with respect to the effect of the recapitalization.

         Accounting Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosures of contingent assets and liabilities
at the date of the financial statements, and the reported amount of revenues and
expenses during the reported period.  Actual results could differ from
those estimates.

         Fair Value of Financial Instruments

         The carrying value of cash and accounts payable approximates fair value
because of the immediate or short-term maturity of these financial instruments.

                                      F-7

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

         Research and Development

         Research and development costs will be charged to operations as
incurred.  There were no research and development costs during the period
September 5, 2007 (inception) to December 31, 2007.

         Stock Based Compensation

         The Company has adopted SFAS 123(R), "Share-Based Payment," which
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
eliminates the intrinsic value method that was provided in SFAS 123, "Accounting
for Stock-Based Compensation" for accounting of stock-based compensation to
employees.  The Company made no employee stock-based compensation grants during
the period September 5, 2007 (inception) to December 31, 2007.

         Recently-Enacted Accounting Standards

         In June 2006, the FASB issued "Accounting for Uncertain Tax Positions -
an Interpretation of FASB Statement No. 109", ("FIN No. 48"), which prescribes a
recognition and measurement model for uncertain tax positions taken or expected
to be taken in the Company's tax returns. FIN No. 48 provides guidance on
recognition, classification, presentation, and disclosure of unrecognized tax
benefits. Fin No. 48 is effective for fiscal years beginning after December 15,
2006, The adoption of this statement  have no material  impact on the Company's
financial position, results of operations or cash flows.

         In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements", which defines fair value, establishes a framework for measuring
fair value, and expands fair value disclosures. The standard does not require
any new fair value measurements. This standard is effective for fiscal years
beginning after November 15, 2007. The adoption of this new standard is not
expected to have a material effect on the Company's financial position, results
of operations or cash flows.

         In December 2006, the FASB issued FSP EITF 00-19-2, "Accounting for
Registration Payment Arrangements" ("FSP 00-19-2"), which addresses accounting
for registration payment arrangements. FSP 00-19-2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with SFAS No. 5, "Accounting
for Contingencies". FSP 00-19-2 further clarifies that a financial instrument
subject to a registration payment arrangement should be accounted for in
accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. For registration payment arrangements
and financial instruments subject to those arrangements that were entered into
prior to the issuance of EITF 00-19-2, this guidance shall be effective for
financial statements issued for fiscal years beginning after December 15, 2006
and interim periods within those fiscal years. The Company does not expect the
adoption of this standard will have a material impact on its financial position,
results of operations or cash flows.

                                      F-8

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (Continued)

         Recently-Enacted Accounting Standards(Continued)

         In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3,
"Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities"  (EITF 07-3), which requires that
nonrefundable advance payments for goods or services that will be used or
rendered for future research and development (R&D) activities be deferred and
amortized over the period that the goods are delivered or the related services
are performed, subject to an assessment of recoverability.  EITF 07-3 will be
effective for fiscal years beginning after December 15, 2007.  The Company does
not expect that the adoption of EITF 07-3 will have a material impact on its
financial position, results of operations or cash flows.

         In December 2007, the FASB issued SFAS No. 141(R),"Business
Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in an acquiree, including the recognition and measurement of goodwill
acquired in a business combination. SFAS No. 141(R) is effective as of the
beginning of the first fiscal year beginning on or after December 15, 2008.
Earlier adoption is prohibited and the Company is currently evaluating the
effect, if any, that the adoption will have on its financial position, results
of operations or cash flows.


NOTE 2 - Going Concern

         The Company had no revenues and incurred a net loss of $32,860 during
the period September 5, 2007 (inception) to December 31, 2007.  In addition, the
Company had a working capital deficit of $24,318 at December 31, 2007.  These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

         There can be no assurance that sufficient funds required during the
next year or thereafter will be generated from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources.  The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business.  Furthermore, there
can be no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders.

         The Company's existence is dependent on management's ability to develop
profitable operations and resolve its liquidity problems.  In October 2007 RPS
Group and Ozone Nevada effected a reverse acquisition with Ozone Nevada being
the surviving entity for accounting purposes.  Management is attempting to
attain profitable operations for Ozone Nevada, however, there is no assurance
that the Company will achieve such profitable operations.

         The Company is also attempting to address its lack of liquidity by
raising additional funds, either in the form of debt or equity or some
combination thereof.  There can be no assurances that the Company will be able
to continue to raise the additional funds it requires.

         The accompanying financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts or the
amounts and classification of liabilities that may result should the Company be
unable to continue as a going concern.

                                      F-9

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - Convertible Note Payable - Related Party

         Convertible note payable consists of the following:

              Convertible note payable to related party,
	       net of unamortized discount of $14,444       $ 10,556
                                                            ========

         On October 17, 2007 a convertible promissory note in the amount of
$25,000 was issued to one individual who is a stockholder, legal counsel and
former officer of Ozone-FL as payment of accounts payable owed by the Company to
him for legal services.  The note is non-interest bearing and convertible into
2,000,000 shares of the Company's common stock at the Holder's option provided
the Maker is not in default and is due April 14, 2008.

         In connection with the convertible debt, the Company recorded a
deferred debt discount in the amount of $25,000 to reflect the beneficial
conversion feature of the convertible debt.  The beneficial conversion feature
was recorded pursuant to Emerging Issues Task Force ("EITF") 00-27: "Application
of EITF No. 98-5, Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios, to Certain
Convertible Instruments". In accordance with EITF 00-27, the Company evaluated
the value of the beneficial conversion feature and recorded the amount of
$25,000 as a reduction to the carrying amount of the convertible debt and as an
addition to paid-in capital.

         The Company is amortizing the discount over the term of the debt.
Amortization of the debt discount for the September 2, 2007 (inception) to
December 31, 2007 amounted to $10,556, and is reported as financing costs.

NOTE 4 - Common Stock

         In September 2007 Ozone-NV issued 30,000,000 shares of common stock for
$30,000 to the three founders of Ozone-NV.

         On October 15, 2007 Ozone-FL amended its Articles of Incorporation
increasing the authorized shares from 20,000,000 shares to 75,000,000 shares.
The par value remained $.01 per share.  On October 17, 2007 Ozone-FL implemented
a 1:20 reverse stock split affecting the pre-reorganization shareholders.  All
share and pre-share data have been retroactively adjusted to reflect these
recapitalizations.

         On October 17, 2007, pursuant to the aforementioned Definitive
Agreement and Plan of Reorganization the founders of Ozone-NV exchanged 100% of
their outstanding shares of Ozone-NV in return for 34,250,000 shares of
Ozone-FL's common stock (see Note 1).

         On November 1, 2007, the Company issued 10,000 shares of common stock
for the payment of professional fees in the amount of $5,000.


NOTE 5 - Preferred Stock

         The Company's Board of Directors may, without further action by the
Company's stockholders, from time to time, direct the issuance of any authorized
but unissued or unreserved shares of preferred stock in series and at the time
of issuance, determine the rights, preferences and limitations of each series.
The holders of preferred stock may be entitled to receive a preference payment
in the event of any liquidation, dissolution or winding-up of the Company before
any payment is made to the holders of the common stock.  Furthermore, the board
of directors could issue preferred stock with voting and other rights that could
adversely affect the voting power of the holders of the common stock.

                                      F-10

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - Income Taxes

         At December 31, 2007, the Company had available a net-operating loss
carry-forward for Federal tax purposes of approximately $22,000, which may be
applied against future taxable income, if any, through 2027.  Certain
significant changes in ownership of the Company may restrict the future
utilization of these tax loss carry-forwards.

         At December 31, 2007, the Company has a deferred tax asset of
approximately $7,000 representing the benefit of its net operating loss carry-
forwards.  The Company has not recognized the tax benefit because realization of
the tax benefit is uncertain and thus a valuation allowance has been fully
provided against the deferred tax asset.  The difference between the Federal
Statutory Rate of 34% and the Company's effective tax rate of 0% is due to an
increase in the valuation allowance of approximately $7,000.


NOTE 7 - Forgiveness of Debt

         In October 2007 a stockholder and former legal counsel and officer of
Ozone-FL waived payment of the Company's accounts payable to him for past due
legal services performed in the amount of $25,000.  Accordingly, the Company
recorded debt forgiveness income in the amount of $25,000.


NOTE 8 - Subsequent Events

         During the quarter ended March 31, 2008 the Company sold 1,675,000
shares of common stock in a private offering for gross proceeds of $335,000.

         Purchase of Intellectual Property

         On February 23, 2008 the Company purchased from S.C.O. Medallion
Healthy Homes LTD all intellectual property for the Medallion methodology system
and all marketing materials, studies and information required to operate the
system including patents, trademarks, extensions, applications, copyrights,
equipment and technology that specifically relate to the products and services
of the business for $60,000.

                                      F-11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>tomi-10ksb_123107ex2.txt
<DESCRIPTION>EXHIBIT 2.0 AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>

Exhibit 2.0


                      AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made and entered
into as of October 15, 2007, by and among RPS GROUP, INC., a Florida corporation
("Parent"), THE OZONE MAN, INC., a Nevada corporation ("Company"), HAROLD PAUL
("Paul"), and DAVID LINDNER ("Lindner"), individually and as Controlling
Shareholders ("Controlling Shareholders") of the Parent.

     WHEREAS, the Controlling Shareholders are the holders of 10,550,000 shares
of Parent's common stock, $.01 par value (the "Controlling Shares"),
representing approximately 71% of Parent's Common Stock ("Parent Common Stock");

     WHEREAS, the respective Boards of Directors of Parent and Company have
determined that an acquisition of the Company ("Acquisition") upon the terms and
subject to the conditions set forth in this Agreement, would be fair and in the
best interests of their respective shareholders, and such Boards of Directors
have approved such Acquisition, pursuant to which (i) Parent shall cause a 1:20
reverse stock split of its common stock resulting in 738,494 shares of Parent
Common Stock outstanding ("Reverse Stock Split"), (ii) Parent shall issue an
additional 44,250,000 shares of Parent Common Stock in exchange for all of the
issued and outstanding shares of common stock of the Company (the "Exchange
Stock"), along with assigning the Note as provided for in Paragraph 3.6 and
(iii) cash consideration of $50,000 shall be paid to Paul by the Company (the
"Cash Consideration") as provided for in Paragraph 9.3.

     WHEREAS, as a result of the foregoing, immediately after the Acquisition,
the shareholders of the Company shall own 98.64% of the issued and outstanding
total shares of Parent's Common Stock on a fully diluted basis, and the
stockholders of the Parent (including the Controlling Shareholder) shall own
1.36% of the Parent Common Stock;

     WHEREAS, the parties hereto intend and accordingly designate the
Acquisition so that the Acquisition shall qualify as a reorganization for
federal income tax purposes under the provisions of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the Acquisition and also
to prescribe various conditions to the Acquisition.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:



                                   ARTICLE I

                                THE ACQUISITION

     1.1     The Acquisition.  Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Florida Law, the Company
shall be acquired by the Parent.  As a result of the Acquisition, Company shall
be a wholly owned subsidiary of the Parent.

     1.2     The Closing.

             (a)  The Closing of the transactions contemplated by this Agreement
(the "Closing") shall take place by the 18th day of October, 2007 (the "Closing
Date"), or a date thereafter to be agreed upon by the parties.

             (b)  At the Closing or prior thereto, Parent and Company shall
exchange the various certificates, instruments and such documents referred to in
Article VIII of this Agreement.

             (c)  Each party shall be responsible for its own fees and expenses
except as set forth in Paragraph 3.6.

     1.3     Directors.  At the Closing Date, Paul and Lindner, the incumbent
Directors of Parent shall stay in office and the Company shall nominate three
additional members to the Board of Directors.  Following the Closing, Paul and
Lindner shall resign, and be replaced by the Directors chosen by the holders of
a majority of the then outstanding shares of Common Stock of the Parent.

     1.4     Officers.  At the Closing Date, the resignation letter of Paul,
Acting Secretary of the Parent, shall become effective, and the new officers of
the Company, as determined by the Company, shall be appointed as officers of the
Parent until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be. With
each resignation, the resigning officers shall confirm in writing that he does
not owe and is not owed anything by Parent.


                                   ARTICLE  II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                              AND THE SHAREHOLDERS

     As an inducement to the Parent and Controlling Shareholders to enter into
this Agreement, the Controlling Shareholders solely with respect to the matters
set forth in Sections 2.1, 2.5, and 2.14 through 2.17 and the Company jointly
and severally represent and warrant to the Parent as set forth in this Article
II.  The representations and warranties provided in Sections 2.1, 2.5 and 2.14
through 2.17, which are made without limitation, shall be limited to the
knowledge of the Shareholders after reasonable inquiry.

     2.1     Ownership of Company Shares.  The Shareholders are the owners of
all right, title and interest (legal, record and beneficial) in and to the
Shares described in Schedule 2.1 of the disclosure schedules attached to this
Agreement (the "Disclosure Schedules"), free and clear of any and all liens,
charges, claims, encumbrances or restrictions of any nature whatsoever (except
for any restrictions on transfer imposed by any federal securities laws or state
blue sky laws).  The delivery to the Parent of the Shares pursuant to and in
accordance with the provisions of this Agreement will transfer to the Parent
good and marketable title in and to all such Shares free and clear of any and
all liens, charges, claims encumbrances or restrictions of any kind or nature
whatsoever.  Except as specifically contemplated in this Agreement, no person
or entity has any interest, agreement, option, right, participation or privilege
(whether preemptive or contractual) capable of becoming an agreement or option
for the purchase of any of the Shares, or any interest therein, from the
Shareholders.  The Shares have been legally and validly issued and are fully
paid and nonassessable, and were issued pursuant to a valid exemption from
registration under (i) the Securities Act of 1933, as amended, and (ii) all
applicable state securities laws.  The Shares represent all of the issued and
outstanding shares of capital stock of the Company.  No shares of the Company's
common stock are owned by the Company in treasury.  None of the Shares have been
issued or disposed of in violation of any preemptive rights, rights of first
refusal or similar rights of the Shareholders.  Other than the Shares, the
Company has no securities, bonds, debentures, notes or other obligations the
holders of which have the right to vote (or are convertible into or exercisable
for securities having the right to vote) with the Shareholders on any matter.

     2.2     Transactions in Capital Stock.  The Company has no obligation
(contingent or otherwise) to purchase, redeem or otherwise acquire any of its
equity securities or any interests therein or to pay any dividend or make any
distribution in respect thereof.

     2.3     Organization and Good Standing: Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation, with all requisite corporate power and authority
to own, operate and lease its assets and properties and to carry on its business
as currently conducted.  The Company is in good standing in each jurisdiction
where the character of the property owned or leased by it or the nature of its
activities makes such qualification necessary.  Copies of the Articles of
Organization of the Company, as amended or restated, and the Bylaws of the
Company, as amended or restated, and copies of the corporate minutes of the
Company, all of which have been or will be made available to the Parent for
review, are true and complete as in effect on the date of this Agreement and
the Closing Date, and in the case of the corporate minutes, accurately reflect
all material proceedings of the Shareholders and Directors of the Company (and
all committees thereof).  The stock record books of the Company, which have
been or will be made available to the Parent for review, contain true, complete
and accurate records of the stock ownership of record of the Company and the
transfer record for all of its capital stock.

     2.4     Authorization and Validity.  The Company and the Shareholders have
all requisite power and authority to enter into this Agreement and all other
agreements entered into in connection with the transactions contemplated hereby
and to consummate the transactions contemplated hereby and thereby.  The
execution, delivery and performance by the Company of this Agreement and the
transactions contemplated herein are within the Company's respective corporate
powers and have been duly authorized by all necessary action on the part of the
Company's Board of Directors.  This Agreement has been duly executed by the
Company and the Shareholders, and this Agreement and all other agreements and
obligations entered into and undertaken in connection with the transactions
contemplated hereby to which the Company or the Shareholders is a party
constitute, or upon execution will constitute, valid and binding agreements of
such parties, enforceable against such parties in accordance with their
respective terms, except as enforceability may be limited by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, or by
general equity principles, or by public policy.

     2.5     Absence of Conflicting Agreements or Required Consents.  Except as
set forth on Schedule 2.5, the execution, delivery and performance of this
Agreement by the Company and the Shareholders and any other documents
contemplated hereby (with or without the giving of notice, the lapse of time,
or both): (i) does not require the consent of any governmental or regulatory
body or authority or any other third party; (ii) will not conflict with any
provision of the Company's Articles of Organization, as amended or restated, or
Bylaws, as amended or restated; (iii) will not conflict with result in a
violation of, or constitute a default under any law, ordinance, regulation,
ruling, judgment, order or injunction of any court or governmental
instrumentality to which the Company or the Shareholders is a party or by which
the Company or the Shareholders or any of their properties are subject or bound;
(iv) will not conflict with, constitute grounds for termination of, result in a
breach of, constitute a default under, require any notice under, or accelerate
or permit the acceleration of any performance required by the terms of any
agreement, instrument, license or permit, material to this transaction, to
which the Company or the Shareholders are a party or by which the Company or
the Shareholders or any of their properties are bound; and (v) will not create
any encumbrance or restriction upon any of the assets or properties of the
Company or the Shareholders.

     2.6     Absence of Changes.  Except as permitted or contemplated by this
Agreement, the Company has conducted its business only in the ordinary course
and has not:

             (a)  suffered any changes in its working capital, condition
(financial or otherwise), assets, liabilities, reserves, business or operations
(whether or not covered by insurance) that individually or in the aggregate has
had or could reasonably be expected to have a material adverse effect on the
Company's business, prospects or results of operations ("Material Adverse
Effect");

             (b)  paid, discharged or satisfied any material liability, other
than the payment, discharge or satisfaction of liabilities in the ordinary
course of business;

             (c)  written off as uncollectible any receivable, except for write-
offs in the ordinary course of business;

             (d)  except in the ordinary course of business and consistent with
past practice, canceled or compromised any debts or waived or permitted to
lapse any claims or rights or sold, transferred or otherwise disposed of any of
its properties or assets;

             (e)  entered into any commitment or transaction not in the
ordinary course of business that is material to the Company, taken as a whole,
or made any capital expenditure or commitment in excess of $5,000;

             (f)  made any material changes in any method of accounting or
accounting practice, credit practices, collection policies, or payment policies;

             (g)  except in the ordinary course of business consistent with past
practice, incurred any liabilities or obligations (absolute, accrued or
contingent) in excess of  $5,000;

             (h)  mortgaged, pledged, subjected or agreed to subject, any of its
assets, tangible or intangible, to any claim or encumbrance, except for liens
for current personal property taxes not yet due and payable for mechanics,
landlords, materialmen, and other statutory liens, purchase money security
interests, sale-leaseback interests granted and  all other encumbrances granted
in similar transactions;

             (i)  sold, redeemed, acquired or otherwise transferred any equity
or other interest in itself;

             (j)  increased any salaries, wages or any employee benefits for any
employee of the Company, except in the ordinary course of business and
consistent with past practice;

             (k)  hired, committed to hire or terminated any employee except in
the ordinary course of business;

             (l)  declared, set aside or made any payments, dividends or other
distributions to any Shareholders, employee, independent contractor or any other
holder of capital stock of the Company other than in accordance with customary
and past practices pursuant to existing agreements; or

             (m)  agreed, whether in writing or otherwise, to take any action
described in  this Section.

     2.7     Litigation and Claims.  There are no claims, lawsuits, actions,
arbitrations, administrative or other proceedings, governmental investigations
or inquiries pending or, to the knowledge of the Company or the Shareholders,
threatened against, or affecting the Company, the Shareholders, any Company
employee or any other individual affiliated with the Company affecting or that
would reasonably be likely to affect the Company, the value of the Shares of the
operations, business condition, (financial or otherwise), results of operations
or prospects of the Company.


     2.8     Environmental Matters.  Except as set forth on Schedule 2.8:

             (a)  the Company has not within the five years preceding the date
hereof, through the Closing Date, received from any federal, state or local
governmental body, agency, authority or entity, or any other person, any written
notice, demand, citation, summons, complaint or order or any notice of any
penalty, lien or assessment, and to the knowledge of the Company or the
Shareholders no investigation or review is pending by any governmental entity,
with respect to any (i) alleged violation by the Company of any Environmental
Law (as defined below); (ii) alleged failure by the Company to have any
environmental permit, certificate, license, approval, registration or
authorization required pursuant to any Environmental Law in connection with the
conduct of its business, or (iii) alleged illegal Regulated Activity (as defined
below) by the Company;

             (b)  the Company has not engaged in any activity or failed to
undertake any activity which action or failure to act has given, or would
reasonably be likely to give, rise to any Environmental Liabilities or
enforcement action by any federal, state or local regulatory agency or
authority, or has resulted, or would reasonably be likely to result, in any
fine or penalty imposed pursuant to any Environmental Law;

             (c)  to the knowledge of the Company or the Shareholders, there is
no friable asbestos in or on the Company's owned or leased premises;

             (d)  to the knowledge of the Company or the Shareholders, no soil
or water in or under any assets currently or formerly held for use or sale by
the Company is or has been contaminated by any Hazardous Substance (as defined
below) while such assets or premises were owned, leased or operated,
directly or indirectly by the Company, where such contamination had, or would
be reasonably likely to have, a Material Adverse Effect; and

             (e)  there have been no environmental audits and other similar
reports which have been prepared by, for or, to the knowledge of the Company or
the Shareholders, concerning the Company within the five years preceding the
date hereof through the Closing Date with respect to any real property now or
previously owned or leased by the Company or any of its predecessors.

     For the purpose of this Section 2.8 the following terms have the following
meanings:

     "Environmental Laws" shall mean any federal, state or local laws,
ordinances, codes, regulations, rules, policies and orders that are intended to
assure the protection of the environment, or that classify, regulate, call for
the remediation of, require reporting with respect to, or list or define air,
water, groundwater, solid waste, hazardous, toxic, or radioactive substances,
materials, wastes, pollutants or contaminants, or which are intended to assure
the safety of employees, workers or other persons, including the public in each
case as in effect on the date hereof;

     "Environmental Liabilities" shall mean all liabilities of the Company,
whether contingent or fixed, which (i) have arisen, or would reasonably be
likely to arise, under Environmental Laws and (ii) relate to actions occurring
or conditions existing on or prior to the date hereof or the Closing Date;

     "Hazardous Substances" shall mean any toxic or hazardous substances,
material or waste or any pollutant or contaminant, or infectious or radioactive
substance or material, including without limitation, those substances, materials
and wastes defined in or regulated under any Environmental Laws; and

     "Regulated Activity" shall mean any generation, treatment, storage,
recycling, transportation, disposal or release of any Hazardous Substances.

     2.9     Licenses and Authorizations.  The Company and each of its employees
or independent contractors is the holder of all valid licenses, approvals,
orders, consents, permits, registrations, qualifications and other rights and
authorizations required by law, ordinance, regulation or ruling of any
governmental regulatory authority necessary to operate its/his/her business.
A true, correct and complete list of such licenses, permits and other
authorizations (if any), is set forth on Schedule 2.9, true, complete and
correct copies of which have been provided to the Parent.  No violation,
default, order or deficiency exists with respect to any of the items listed on
Schedule 2.9.

     2.10    Proprietary Rights and Information.

             (a)  Set forth on Schedule 2.10 is a complete and accurate list and
summary description of the following: (i) all trademarks (registered and
unregistered), trade-names, service marks and other trade designations,
including common law rights, registrations and applications therefor, currently
owned in whole or part, or used by the Company, (ii) all patents and
applications therefor and inventions and discoveries that may be patentable
currently owned, in whole or in part, or used by the Company, (iii) all
licenses, royalties, and assignments thereof to which the Company is a party
(iv) all copyrights (for published and unpublished works) currently owned in
whole or part, or used by the Company and (v) other similar agreements relating
to the foregoing to which the Company is a party (including expiration date if
applicable) (collectively, the "Proprietary Rights").

             (b)  Set forth on Schedule 2.10 is a complete and accurate list and
summary description of all agreements relating to technology, trade secrets,
know-how or processes that the Company is licensed or authorized to use by
others (other than technology, know-how or processes that are generally
available) or which it licenses or authorizes others to use, true, correct and
complete copies of which have been provided to the Parent.  Except as set forth
on Schedule 2.10, there are no outstanding and, to the Company's knowledge or
knowledge of the Shareholders, any threatened disputes or disagreements with
respect to any such agreement.

             (c)  Except as set forth on Schedule 2.10 (i) the Company owns or
has the legal right to use the Proprietary Rights without conflicting with,
infringing or violating the rights of any other person; (ii) no consent of any
person will be required for the use thereof by the Parent upon consummation of
the transactions contemplated hereby and the Proprietary Rights are freely
transferable; (iii) to the knowledge of the Company or the Shareholders, no
claim has been asserted by any person to the ownership of or for infringement
by the Company of any Proprietary Right of any other person and neither the
Company nor the Shareholders is aware of any valid basis for any such claim;
(iv) to the knowledge of the Company or the Shareholders, no proceedings have
been threatened which  challenge the Proprietary Rights of the Company; and
(v) the Company has the right to use, free and clear of any adverse claims or
rights of others, all trade secrets, customer lists and proprietary information
required for the performance and marketing of  its business.

     2.11    Agreements in Full Force and Effect.  All contracts, agreements,
plans, leases, policies and licenses referred to, or required to be referred to,
in the Disclosure Schedules are valid and binding, and are in full force and
effect and are enforceable in accordance with their terms, except to the extent
that the validity or enforceability thereof may be limited by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, or by
general equity principles, or by public policy.  Except as set forth on Schedule
2.11, there is no pending or, to the knowledge of the Company and the
Shareholders, threatened bankruptcy, insolvency or similar proceeding with
respect to any other party to such agreements, and no event has occurred which
(whether with or without notice, lapse of time or the happening or occurrence
of any other event) would constitute a default thereunder by the Company or any
other party thereto.

     2.12    Financial Statements.  Attached hereto as part of the Disclosure
Schedules are the Company's financial statements.  The Company's financial
statements have been prepared in accordance with generally accepted accounting
principles consistently applied (except as may be indicated therein or in the
notes thereto), present fairly the financial position of Company as of the
dates indicated and present fairly the results of the Company's operations for
the period then ended, and are in accordance with the books and records of the
Company, which have been properly maintained and are complete and correct in
all material respects.  The Company's financial statements present fairly the
financial position of the Company and its subsidiaries as at the dates
thereof and the results of its operations and changes in financial position for
the periods then ended other than as provided on Schedule 2.12.

     2.13    Backlog.  Set forth on Schedule 2.13 is the backlog of orders that
the Company is to ship or contract work to be performed as of the date hereof
(the "Backlog").  The Company either possesses sufficient inventory of parts,
materials and personnel to produce the same within their scheduled delivery
dates or such parts or materials have lead times such that the Company can
acquire such parts and materials in time to produce and ship or perform such
backlog in accordance with the scheduled performance dates.

     2.14    Exchange for Investment.  The Shareholders acknowledge that they
are acquiring the Exchange Shares for their own account and not with a view to,
or present intention of, distribution thereof in violation of the Securities Act
of 1933, as amended (the "1933 Act") or any state securities laws, and the
Exchange Shares will not be disposed of in contravention of the 1933 Act or
state securities laws.

     2.15    Exchange Stock Not Registered.  The Shareholders acknowledge that
the Exchange Shares being acquired hereunder have not been registered under the
1933 Act or any state securities laws and, therefore, cannot be sold, and must
be held indefinitely, unless subsequently registered under the 1933 Act and
state securities laws or unless an exemption from such registration is
available, including without limitation an exemption pursuant to Rule 144 under
the 1933 Act.  Certificates for the Exchange Shares shall bear the following
legends:

             THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
             HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
             AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
             LAWS.  THE SHARES REPRESENTED HEREBY CANNOT BE SOLD,
             TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN
             COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
             SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD
             EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS.


     2.16    Economic Risk.  The Shareholders acknowledge that their investment
in the Exchange Shares involves a high degree of risk and represents that he is
able to bear the economic risk of such investment in the Parent Shares for an
indefinite period of time.

     2.17    Access to Information.  The Shareholders acknowledge that they have
made such investigations and inquiries as he has deemed necessary for the
purpose of informing himself about the Parent and its business prior to entering
into this Agreement.

     2.18    No Undisclosed Liabilities.  The Company does not have any
liabilities or obligations of any nature, whether accrued, absolute, contingent
or otherwise, asserted or unasserted, except for liabilities or obligations
reflected or reserved against in the Company's current balance sheet.

                                  ARTICLE  III
                    REPRESENTATIONS AND WARRANTIES OF PARENT
                                AND STOCKHOLDERS

     As an inducement to the Company and the Shareholders to enter into this
Agreement and to sell the Shares, the Parent hereby represents and warrants
as follows:

     3.1     Organization and Good Standing: Qualification.  The Parent is a
corporation duly organized, validly existing and in good standing under the
laws of the state of Florida, with all requisite corporate power and authority
to own, operate and lease its assets and properties and to carry on its business
as currently conducted.  The Parent is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except where such failure to be so qualified
or in good standing would not have a Material Adverse Effect on the Parent.
Copies of the Parent's Certificate of Incorporation and Bylaws, as amended or
restated, and copies of the Parent's corporate minutes regarding this Agreement
and the transactions contemplated hereby, all of which have been or will be made
available to the Company for review, are true, correct and complete as in effect
on the date of this Agreement and accurately reflect all material proceedings of
the stockholders and directors of the Parent (and all committees thereof)
regarding this Agreement and the transactions contemplated hereby.  The Parent
is a fully reporting public company, delinquent in its Exchange Act filings.

     3.2     Authorization and Validity.  The Parent has all requisite corporate
power to execute and deliver this Agreement and to consummate the transactions
contemplated hereby.  The execution, delivery and performance by the Parent of
this Agreement and the agreements provided for herein, and the consummation by
the Parent of the transactions contemplated hereby are within the Parent's
corporate powers and have been duly authorized by all necessary action on the
part of the Parent's Board of Directors.

     3.3     SEC Filings.  Parent is not current in its filing obligations under
the Securities Exchange Act of 1934, as amended.  It is understood and agreed by
Parent and Company that all such filings will become Company's obligation after
the Closing of this transaction.

     3.4     Financial Statements.  Parent does not have current audited
financial statements.  Parent will provide unaudited financial statements for
the fiscal years ended December 31, 2005 and December 31, 2006 and unaudited
statements for period through June 30, 2007.  It is understood and agreed that
obtaining audited financial statements will be the Parent's obligation after
the closing of the transaction.  All expenses incurred for this including any
accrued auditing fees shall be the Parent's obligation.

     3.5     Transfer Agent.  The Parent has an outstanding obligation to its
transfer agent that Parent shall dispose of prior to closing.

     3.6     Legal Fees.  The Parent has an outstanding obligation of
approximately $25,000 to Paul for past due legal fees as of the date hereof,
which is secured by an assignable convertible promissory note (the "Note") due
150 days after trading commences.  Upon the successful receipt of the Second
Payment, as defined in Paragraph 9.3(b) below herein, Paul agrees to assign the
Note to third party at the Company's instructions. In the event that the Company
defaults on the Second Payment, as defined in Paragraph 9.3(b), Paul may convert
the unpaid amount of the Note into Company shares at the closing bid price on
the date of conversion.

     3.7     Stockholders Representations.  Stockholders represent they have
good and valid title to the shares, free of any liens, claims or assessments.


                                   ARTICLE IV
                 COVENANTS OF THE COMPANY AND THE SHAREHOLDERS

     4.1     Conduct of the Company.  Prior to Closing the Company and the
Shareholders shall, in all material respects, conduct the business of the
Company in the ordinary and usual course consistent with past practices and
shall use reasonable efforts to; (i) preserve intact its business and its
relationships, including without limitation referral sources, customers,
suppliers, employees and others having business relations with it; and (ii)
maintain and keep its properties and assets in good repair and condition
consistent with past practice as is material to the conduct of the business of
the Company.

     In addition, without the written consent of the Parent, neither the Company
nor the Shareholders shall, prior to Closing:

             (a)  amend its Articles of Organization or Bylaws, as amended or
restated, or other charter documents;

             (b)  issue, sell or authorize for issuance or sale, shares of any
class of the Company's securities (including, but not limited to, by way of
stock split, dividend, recapitalization or other reclassification) or any
subscriptions, options, warrants, rights or convertible securities, or enter
into any agreements or commitments of any character obligating the Company or
the Shareholders to issue or sell any such securities;

             (c)  redeem, purchase or otherwise acquire, directly or indirectly,
any shares of the Company's capital stock or any option, warrant or other right
to purchase or acquire any such shares;

             (d)  declare or pay any dividend or other distribution (whether in
cash, stock or other property) with respect to the Company's capital stock
(except as expressly contemplated herein);

             (e)  voluntarily sell, transfer, surrender, abandon or dispose of
any of its assets or property rights (tangible or intangible) other than in the
ordinary course of business consistent with past practices;

             (f)  grant or make any mortgage or pledge or subject the Company or
any of its properties or assets to any lien, charge or encumbrance of any kind,
except liens for taxes not currently due and except for liens which arise by
operation of law;

             (g)  voluntarily incur or assume any liability or indebtedness
(contingent or otherwise) with respect to the Company, except in the ordinary
course of business or which is reasonably necessary for the conduct of the
Company's business;

             (h)  make or commit to make any capital expenditures by the Company
which are not reasonably necessary for the conduct of the Company business;

             (i)  grant any increase in the compensation payable or to become
payable to directors, officers, consultants or employees of the Company other
than merit increases to employees of the Company who are not directors or
officers of the Company, except in the ordinary course of business and
consistent with past practices;

             (j)  change in any manner any accounting principles or methods of
the Company other than changes which are consistent with generally accepted
accounting principles;

             (k)  enter into any material commitment or transaction by or on
behalf of the Company other than in the ordinary course of business;

             (l)  take any action which could reasonably be expected to have a
Material Adverse Effect on the Company;

             (m)  apply any of the Company's assets to the direct or indirect
payment, discharge, satisfaction or reduction of any amount payable directly or
indirectly to or for the benefit of any affiliate of the Company, other than in
the ordinary course and consistent with past practices;

             (n)  take any action at the Board of Director or Shareholder level
to (in any way) amend, revise or otherwise affect the prior corporate approval
and effectiveness of this Agreement, any of the agreement attached as exhibits
hereto or the transactions contemplated hereby, other than as required to
discharge its or their fiduciary duties; or

             (o)  agree, whether in writing or otherwise, to do any of the
foregoing.

     4.2     Title of Assets: Indebtedness.  From and as of the date of this
Agreement, the Company shall (i) except for sales of assets held as inventory,
if any, in the ordinary course of business and except as otherwise specifically
described in the Disclosure Schedules to this Agreement, have good and valid
title to all of its assets free and clear of all encumbrances of any nature
whatsoever, except for current year ad valorem taxes and liens which arise by
operation of law, and (ii) have no direct or indirect indebtedness except for
indebtedness disclosed in the Company's financial statements, the Disclosure
Schedules or normal and recurring accrued obligations of the Company arising in
connection with its business operations in the ordinary course of business and
which arise from the purchase of merchandise, supplies, inventory and services
used in connection with the provision of services.  Notwithstanding any other
provision in this Agreement to the contrary, from and as of the date of this
Agreement, the Company shall not incur any single expense or indebtedness in
excess of $5,000 without the prior written consent of the Parent, except for
expenses or indebtedness incurred in the ordinary course of business consistent
with historic practices of the Company.

     4.3     Access.  At all times prior to the Closing Date, the Parent's
employees, attorneys, accountants, agents and other authorized and designated
representatives will be allowed full access upon reasonable prior notice and
during regular business hours (and at such other times as the parties may
reasonably agree) to the properties, books and records of the Company,
including, without limitation, deeds, title documents, leases, customer lists,
insurance policies, minute books, share certificate books, share registers,
accounts, tax returns, financial statements and all other data that, in the
reasonable opinion of the Parent, are required for the Parent to make such
investigation as it may desire of the properties and business of the Company.
The Parent shall also be allowed full access upon reasonable prior notice and
during regular business hours (and at such other times as the parties may
reasonably agree) to consult with the officers, employees (after announcement
by the Company of this Agreement to its employees), accountants, counsel and
agents of the Company in connection with such investigation of the properties
and business of the Company.  No investigation by the Parent shall diminish or
otherwise affect any of the representations, warranties, covenants or agreements
of the Company or the Shareholders under this Agreement.  Any access or
investigation referred to in this Section 4.3 shall be conducted in such a
manner as to minimize the disruption to the Company's ongoing business
operations.

     4.4     Compliance with Obligations.  Prior to the Closing Date, the
Company shall comply in all material respects with (i) all applicable federal,
state, local and foreign laws, rules and regulations; (ii) all material
agreements and obligations, including without limitation, its Articles of
Organization, Bylaws or other charter documents, as amended or restated, by
which it or its properties or its assets (real, personal or mixed, tangible or
intangible) may be bound; and (iii) all decrees, orders, writs, injunctions and
judgments applicable to the Company, and its respective properties or assets.

     4.5     Notice of Certain Events.  Prior to Closing the Company and the
Shareholders shall promptly notify the Parent of:

             (a)  any notice or other communication from any person or entity
alleging that the consent of such person or entity is or may be required in
connection with the transactions contemplated by this Agreement;

             (b)  any employment of any new non-hourly employee by the Company
who is expected to receive any annualized compensation in 2007 of $50,000
or more;

             (c)  any termination of employment by, or threat to terminate
employment received from, any salaried or non-hourly employee of the Company;

             (d)  any notice or other communication from any governmental or
regulatory agency or authority in connection with the transactions contemplated
by this Agreement;

             (e)  any actions, suits, claims, investigations or proceedings
commenced or threatened against, relating to or involving or otherwise affecting
the Company which, if pending on the date of this Agreement, would have been
required to have been disclosed to the Parent hereunder or which relate to the
consummation of the transaction contemplated by this Agreement;

             (f)  any material adverse change in the operation of the Company's
business; and

             (g)  any notice or other communication indicating a material
deterioration in any material relationship of the Company, including without
limitation any relationship with any customer, supplier or key employee of
the Company.

     4.6     Obligations of Company and the Shareholders.  The Company and the
Shareholders will take all action reasonably necessary to cause the Company and
the Shareholders to perform their obligations under this Agreement and all
related agreements and to consummate the transactions contemplated hereby on the
terms and conditions set forth in this Agreement and such agreements.

     4.7     Funding of Accrued Employee Benefits.  The Company hereby covenants
and agrees that it will take whatever steps are necessary to pay for or fund
completely any accrued benefits, where applicable, or vested accrued benefits
for which the Company or any entity might have any liability whatsoever arising
from any tax-qualified plan as required under applicable law.  The Company
acknowledges that the purpose and intent of this covenant is to assure that the
Parent shall have no liability whatsoever at any time after the Closing Date
with respect to any such tax-qualified plan, unless such plan is merged with a
plan sponsored by the Parent.

     4.8     Accounting and Tax Matters.  The Company will not change in any
material respect the accounting methods or practices followed by the Company
(including any material change in any assumption underlying, or any method of
calculating, any bad debt, contingency or other reserve), except as may be
required by generally accepted accounting principles.   The Company will not
make any material tax election except in the ordinary course of business
consistent with past practice, change any material tax election already made,
adopt any tax accounting method exception the ordinary course of business
consistent with past practice, change any tax accounting method, enter into any
closing agreement, settle any tax claim or assessment or consent to any tax
claim or assessment or any waiver of the statute of limitations for any such
claim or assessment.  The Company will duly, accurately and timely (without
regard to any extensions of time) file all returns, information statements and
other documents relating to taxes of the Company required to be filed by it, and
pay all taxes required to be paid by it, on or before the Closing Date.


                                   ARTICLE V
                              COVENANTS OF PARENT

     The Parent agrees that between the date hereof and the Closing:

     5.1     Consummation of Agreement.  The Parent will take all action
reasonably necessary to perform its obligations under this Agreement and all
related agreements and to consummate the transactions contemplated hereby on the
terms and conditions set forth in this Agreement and such agreements.

     5.2     Access.  The Parent shall, at reasonable times during normal
business hours and on reasonable notice, permit the Company, the authorized
representatives of the Company and the Shareholders reasonably access to, and
make available for inspection, all of the assets and business of the Parent, and
permit the Company, its authorized representatives and the Shareholders to
inspect and, make copies of all documents, records and information with respect
to the affairs of the Parent as the Company, its representatives or the
Shareholders may reasonably request, all for the sole purpose of permitting the
Company or the Shareholders to become familiar with the business and assets and
liabilities of the Parent.  No investigation by the Company or the Shareholders
shall diminish or otherwise affect any of the representations, warranties,
covenants or agreements of the Parent under this Agreement.

     5.3     Notice of Certain Events.  The Parent will promptly inform the
Company and the Shareholders in writing of (i) any notice of, or other
communication relating to, a default or event that, with notice or lapse of time
or both, would become a default, received by the Parent subsequent to the date
of this Agreement and on or prior to the Closing Date under any contract,
agreement or investment material to the Parent's condition (financial or
otherwise), operations, assets, liabilities or business and to which it is
subject; or (iii) any material adverse change in the Parent's condition
(financial or otherwise), operations, assets, liabilities or business.


                                   ARTICLE VI
                    CONDITIONS TO OBLIGATIONS OF THE COMPANY
                              AND THE SHAREHOLDERS

	The Obligations of the Shareholders to sell the Shares and of the
Company to transfer the Shares on its books and records pursuant to this
Agreement are subject to the satisfaction, at or prior to Closing, of each of
the following conditions, any one or more of which may be waived at the sole
option of the Shareholders or the Company with regard to their respective
obligations to close pursuant to this Agreement:

     6.1     Representations and Warranties.  The representations and warranties
of the Parent contained in this Agreement shall be true and correct in all
material respects when initially made and as of the Closing Date.

     6.2     Covenants.  The Parent shall have performed and complied in all
material respects with all covenants required by this Agreement to be performed
and complied with by the Parent prior to the Closing Date.

     6.3     Closing Deliveries.  The Shareholders and the Company shall have
received all schedules, documents, certificates, instruments, assignments and
agreements referred to in Section 8.2 hereof, duly executed and delivered in
form reasonably satisfactory to the Shareholders and the Company.

     6.4     Other Documents.  The Shareholders and the Company shall have
received all such other certificates, instruments or documents that are
reasonably requested by the Shareholders, the Company or their counsel in order
to consummate the transactions contemplated herein.


                                  ARTICLE VII
                    CONDITIONS TO OBLIGATIONS OF THE PARENT

     The obligation of the Parent to acquire the Shares pursuant to this
Agreement is subject to the satisfaction, at or prior to Closing, of each of
the following conditions, any one or more of which may be waived at the sole
options of the Parent:

     7.1     Representations and Warranties.  The representations and warranties
of the Company and the Shareholders contained in this Agreement shall be true
and correct in all material respects when initially made and as of the
Closing Date.

     7.2     Covenants.  The Company and the Shareholders shall have performed
and complied in all material respects with all covenants required by this
Agreement to be performed and complied with by the Company or the Shareholders,
respectively, prior to the Closing date.

     7.3     Proceedings.  No action, proceeding or order by any court or other
governmental agency or body shall have been instituted, threatened whether
orally or in writing, or entered concerning the Company or its business or
restraining any of the transactions contemplated in this Agreement.

     7.4     No Material Adverse Effect.  No material adverse change in the
results of operations, assets, properties, financial condition, business or
prospects of the Company shall have occurred, and the Company shall not have
suffered any material loss or damages to any of its properties or assets,
whether or not covered by insurance and whether or not such change shall have
been caused by the deliberate act or omission of the Company or the
Shareholders, since December 31, 2006, which change, loss or damage materially
affects or impairs the ability of the company to conduct its business.

     7.5     Closing Deliveries.  The Parent shall have received all schedules,
documents, certificates, instruments, assignments and agreements referred to in
Section 8.1 hereof, duly executed and delivered in form reasonably satisfactory
to the Parent.

     7.6     Other Documents.  The Parent shall have received all such other
certificates, instruments or documents that are reasonably required by the
Parent or its counsel in order to consummate the transactions contemplated in
this Agreement.


                                 ARTICLE VIII
                       CLOSING DELIVERIES BY THE PARTIES

     8.1     Shareholders and Company Deliveries.  At or prior to the Closing
Date, the Shareholders and the Company shall deliver to the Parent the
following, all of which shall be in a form reasonably satisfactory to the
Parent:

             (a)  a copy of resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and the
transactions contemplated in this Agreement to which the Company is a party,
and all related documents and agreements, each certified by the Secretary of
the Company as being true and correct copies of the originals thereof subject
to no modifications or amendments;

             (b)  Articles of Organization of the Company certified by the
Secretary of State of Nevada;

             (c)  Bylaws of the Company certified by the Secretary of the
Company;

             (d)  Stock certificates representing all issued and outstanding
Shares, together with accompanying signed stock power or instrument of
assignment, duly endorsed in blank for the transfer of the Shares to the Parent
with all necessary transfer taxes paid or other revenue stamps affixed thereto,
which certificates shall then be canceled;

             (e)  a certificate of the President of the Company dated the
Closing Date, certifying that the representations and warranties of the Company
contained in this Agreement are true and correct on and as of the Closing Date;

             (f)  a certificate of the Shareholders dated the Closing Date,
certifying that the representations and warranties of the Shareholders contained
in this Agreement are true and correct on and as of the Closing Date;

             (g)  a certificate of the President of the Company dated the
Closing Date, (i) as to the performance of and compliance in all material
respects by the Company with all covenants contained in this Agreement on and
as of the Closing Date and (ii) certifying that all conditions precedent
required to be satisfied by the Company have been satisfied;

             (h)  a certificate of the Shareholders dated the Closing Date,
(i) as to the performance of and compliance in all material aspects by the
Shareholders with all covenants contained in this Agreement on and as of the
Closing Date and (ii) certifying that all conditions precedent required by the
Shareholders to be satisfied shall have been satisfied;

             (i)  a certificate of the Secretary of the Company certifying the
incumbency of the directors and officers of the Company and as to the signatures
of such directors and officers who have executed documents delivered at the
Closing on behalf of the Company;

             (j)  a certificate, dated within ten days prior to the Closing
Date, of the Nevada Secretary of State establishing that the Company is in
existence, has paid all franchise or similar taxes, if any, and is in good
standing to transact business in the State of Nevada;

             (k)  certificates, dated within ten days prior to the Closing
Date, of the Secretaries of States in which the Company is qualified to do
business, to the effect that the Company is qualified to do business and is in
good standing as a foreign corporation in each of such states;

             (l)  all authorizations, consent, approvals, permits and licenses
referenced in Section 7.5 of this Agreement;

             (m)  an executed copy of the retainer agreement effective November
1, 2007; and

             (n)  such other instruments as shall be necessary or appropriate,
as the Parent or its counsel shall reasonably request, to carry out and effect
the purpose and intent of this Agreement and the transactions contemplated by
this Agreement.

     8.2     Parent Deliveries.  At or prior to the Closing Date, the Parent
shall deliver to the Shareholders and the Company the following, all of which
shall be in a form reasonably satisfactory to the Shareholders and the Company:

             (a)  a copy of resolutions of the Board of Directors of the Parent
authorizing the execution, delivery and performance of this Agreement and the
transactions contemplated by this Agreement to which the Parent is a party, and
all related documents and agreements, each certified by the Secretary of the
Parent as being true and correct copies of the originals thereof subject to no
modifications or amendments;

             (b)  Certificate of Incorporation of the Parent, certified by the
Florida Secretary;

             (c)  Bylaws of the Parent certified by the Secretary of the Parent;

             (d)  a certificate of the President of the Parent dated the Closing
Date, certifying that the representations and warranties of the Parent contained
in this Agreement are true and correct on and as of the Closing Date;

             (e)  a certificate of the President of the Parent dated the Closing
Date, (i) as to the performance of and compliance in all material respects by
the Parent with all covenants contained in this Agreement on and as of the
Closing Date and (ii) certifying that all conditions precedent required to be
satisfied by the Parent shall have been satisfied;

             (f)  a certificate of the Secretary of the Parent certifying the
incumbency of the directors and officers of the Parent and as to the signature
of such directors and officers who have executed documents delivered at the
Closing on behalf of the Parent;

             (g)  a certificate, dated within ten days prior to the Closing
Date, of the Florida Secretary of State establishing that the Parent is in
existence, has paid all franchise or similar taxes, if any, and is in good
standing to transact business in the State of Delaware;

             (h)  an original copy of the Note set forth in Paragraph 3.6
above; and

             (i)  such other instruments as shall be necessary or appropriate,
as the Shareholders, the Company or their counsel shall reasonably request, to
carry out and effect the purpose and intent of this Agreement and the
transactions contemplated in this Agreement.

     8.3    Controlling Stockholders Deliveries.  Certificates representing the
Shares set forth herein with stock powers annexed.

                                   ARTICLE IX
                              ADDITIONAL AGREEMENTS

     9.1    Reverse Stock Split.  Parent shall execute a 1:20 Reverse Stock
Split of its common stock so that Parent has approximately 750,000 shares of
common stock issued and outstanding at the Closing Date.

     9.2    Amended Certificate of Incorporation.   Parent shall effect an
amendment to its Certificate of Incorporation increasing the authorized number
of common shares to 75,000,000.

     9.3    Cash Consideration.  The Company shall pay Paul a total cash sum of
$50,000 as follows:

             (a)  $25,000 on the Closing date by certified check, bank check or
wire transfer (instructions to be provided if Company selects this option);

             (b)  an additional $25,000 within thirty (30) days after the common
shares commence trading; and

             (c)  all payments and the note shall be made payable to Harold
Paul, LLC as Attorney.

     9.4     Controlling Shareholder Shares.  Subsequent to the Closing of the
transaction and after giving effect to the 1:20 Reverse Stock Split, Paul shall
retain ownership of approximately 204,000 common shares (or approximately
0.45%); Lindner shall retain ownership of approximately 200,000 shares (or
approximately 0.44%), said shares not including 4,255,000 shares to be issued to
Lindner or his designees as part of the exchange that will bring Lindner's post-
Closing ownership to approximately 9.9%.  The balance of approximately 211,000
Shares (or approximately 0.47%) shall be owned by the public.

     9.5     Failure to Trade.  In the event that the Company has not achieved
trading status within 180 days after closing, or has not been funded, the
parties agree to unwind the transaction upon mutually agreeable terms and
conditions, returning the parties to status quo ante as much as practicable.


                                   ARTICLE X
                                INDEMNIFICATION

     10.1   Indemnification by the Company.  Subject to the terms and conditions
of this Article X, the Company agrees to indemnify, defend and hold harmless the
Parent and its directors, officers, Shareholders, employees, agents, attorneys,
consultants and affiliates from and against all losses, claims, obligations,
demands, assessments, penalties, liabilities, costs, damages, reasonable
attorneys' fees and expenses (including without limitation, all costs of
experts and all costs incidental to or in connection with any appellate process)
(collectively, "Damages") asserted against or incurred by such individuals or
entities arising out of, in connection with or resulting from a breach by the
Company or the Shareholders of any representation, warranty or covenant of the
Company or the Shareholders contained in this Agreement or in any schedule,
exhibit, certificate or other instrument delivered pursuant to or as a part of
this Agreement.

     10.2    Indemnification by the Shareholders.  Subject to the terms and
conditions of this Article X, the Shareholders agree to indemnify, defend and
hold harmless the Parent and its directors, officers, Shareholders, employees,
agents, attorneys, consultants and affiliates from and against any Damages
asserted or incurred by such individuals or entities rising out of, in
connection with or resulting from one or more breach or breaches by the
Shareholders of any representation, warranty or covenant of the Shareholders
contained in this Agreement or in any schedule, exhibit, certificate or other
instrument delivered pursuant to or as a party of this Agreement.

     10.3    Indemnification by the Parent.  Subject to the terms and conditions
of this Article X, the Parent agrees to indemnify, defend and hold harmless the
Company and the Shareholders and, as applicable, their respective directors,
officers, Shareholders, employees, agents, attorneys, consultants and affiliates
from and against all Damages asserted against or incurred by such individuals
and/or entities arising out of, in connection with or resulting from a breach
by the Parent of any representation or warranty or covenant of the Parent
contained in this Agreement or in any schedule, exhibit, certificate or other
instrument delivered pursuant to or as a part of this Agreement.

     10.4    Costs, Expenses and Legal Fees.  Except as provided in Paragraph
3.6, each party hereto shall bear its own costs and expenses (including
attorneys' fees) in connection with the transactions contemplated in this
Agreement, except that each party hereto agrees to pay the costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the other
parties in successfully (i) enforcing any of the terms of this Agreement or
(ii) proving that another party breached any of the terms of this Agreement.

     10.5    Tax Benefits: Insurance Proceeds.  The total amount of any
indemnity payments owed by one party to another party to this Agreement shall
be reduced by any correlative tax benefits received by the party to be
indemnified or the net proceeds received by the party to be indemnified with
respect to recovery from third parties or insurance proceeds, and such
correlative insurance benefit shall be net of the insurance premium, if any,
that becomes due as a result of such claim.


                                   ARTICLE XI
                                 MISCELLANEOUS

     11.1    Amendment; Waivers.  This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all the parties
hereto.  Any waiver of any terms and conditions hereof must be in writing, and
signed by the parties hereto.  The waiver of any of the terms and conditions of
this Agreement shall not be construed as a waiver of any other terms and
conditions hereof.

     11.2    Termination Prior to Closing.  This Agreement and the transactions
contemplated hereby may be terminated (i) at any time prior to the Closing by
mutual agreement of all parties; (ii) by any party hereto if the Closing of this
Agreement shall not have occurred on or before the Closing Date, unless such
date is mutually extended by the written Agreement of all parties; (iii) by the
Parent in the event of any material breach of the representations, warranties or
covenants of the Company or the Shareholders; (iv) by the Company or the
Shareholders in the event of any breach of the representations, warranties or
covenants of the Parent; or (v) by the Parent or the Company or the Shareholders
in the event of the other party's failure to provide the deliveries set forth in
Article VIII.

     11.3    Entire Agreement.  This Agreement and transactions contemplated
hereby constitute the entire agreement of the parties regarding the subject
matter hereof, and supersede all prior agreements and understandings, both
written and oral, among the parties, or any of them with respect to the subject
matter hereof.

     11.4    Severability.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance therefrom.  Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.

     11.5    Survival of Representations.  Warranties and Covenants.  The
representations, warranties and covenants contained herein shall survive the
Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of the Company, the Shareholders or the
Parent pursuant to this Agreement shall be deemed to have been representations
and warranties by the Company, the Shareholders or the Parent, respectively.
Notwithstanding any provision in this Agreement to the contrary, the
representations and warranties contained herein shall survive the Closing until
the fifth (5th) anniversary of the Closing Date except that the representations
and warranties with respect to tax matters shall survive until such time as the
limitations period has run for all tax periods ended prior to the Closing Date.

     11.6    Governing Law.  This agreement and the rights and obligations of
the parties hereto shall be governed by and construed and enforced in accordance
with the laws (but not the rules governing conflicts of laws) of the state of
Florida.

     11.7   Captions.  The captions in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.

     11.8   Gender and Number.  When the context requires, the gender of all
words used herein shall include the masculine, feminine and neuter and the
number of all words shall include singular and plural.

     11.9   Confidentiality; Publicity and Disclosures.  Each party shall keep
this Agreement and its terms confidential, and shall make no press release or
public disclosure, either written or oral, regarding the transactions
contemplated by this Agreement without the prior knowledge and consent of the
other parties hereto; provided that the foregoing shall not prohibit any
disclosure (a) by press release, filing or otherwise that the Parent has
determined in its good faith judgment and after advice of legal counsel to be
required by federal securities laws, (b) to attorneys, accountants, investment
bankers or other agents of the parties assisting the parties in connection with
the transactions contemplated by this Agreement and (c) by the Parent in
connection with the conduct of any public offering of its securities or an
examination of the operations and assets of the Company in connection with some
or with future acquisitions by the Company; provided that the Parent shall
reasonably promptly provide notice of any release.  In the event that the
transactions contemplated hereby are not consummated for any reason whatsoever,
the parties hereto agree not to disclose or use any Confidential Information
they may have concerning the affairs of the other parties, except for
information that is required by law to be disclosed; provided that should the
transactions contemplated hereby not be consummated, nothing contained in this
Section 12.11 shall be construed to prohibit the parties hereto from operating
business in competition with each other.

     11.10  Notice.  Whenever this Agreement requires or permits any notice,
request, or demand from one party to another, the notice, request or demand must
be in writing to be effective and shall be deemed to be delivered and received
(i) if personally delivered or if delivered by telex, telegram or courier
service, when delivered to the party to whom notice is sent, (ii) if delivered
by facsimile transmission, when so sent and receipt acknowledged by receipt or
(iii) if delivered by mail (whether actually received or not), at the close of
business on the third business day next following the day when placed in the
mail, postage prepaid, certified or registered, addressed to the appropriate
party or parties, at the address of such party set forth below (or at such other
address as such party may designate by written notice to all other parties in
accordance herewith):

             If to the Parent or the:        RPS Group, Inc.
             Controlling Shareholders:       c/o Harold W. Paul, LLC
                                             125 Main Street, 4th Floor
                                             Westport, CT 06880
                                             Attn: Harold W. Paul, Esq.
                                             Fax: 866-644-7615
             If to the Company
             or the Shareholders:            The Ozone Man, Inc.
                                             9454 Wilshire Blvd.
	                                     Beverly Hills, CA 90212
                                             Attn: Halden Shane
                                             Fax: ________________

     11.11  No Waiver.  No party hereto shall by any act (except by written
instrument pursuant to Section 11.1 hereof), delay, indulgence, and omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesce in any default in or breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of any party
hereto, any right, power or privilege hereunder shall operate as a waiver
thereof.  No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  No remedy set forth in this Agreement
or otherwise conferred upon or reserved to any party shall be considered
exclusive of any other remedy available to any arty, but the same shall be
distinct, separate and cumulative and may be exercised from time to time as
often as occasion may arise or as may be deemed expedient.

     This Agreement and the Transactions may be terminated (a) at any time prior
to the Closing Date by mutual agreement of all parties, or (b) if the Closing of
this Agreement and the consummation of the transactions shall not have occurred
on or before the Closing Date unless such date is mutually extended by all
parties.

     11.12  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and Plan of Reorganization as of the date first written above.

                                       Parent: RPS Group, Inc.

                                       /s/  Harold Paul
                                       -------------------------------------
                                       By:  Harold Paul, Acting Secretary

                                       The Company: The Ozone Man, Inc.

                                       /s/ Halden Shane
                                       -------------------------------------
                                       By:  Halden Shane, President


                                       /s/ Harold Paul
                                       -------------------------------------
                                       Harold Paul, Controlling Shareholder


                                       /s/ David Lindner
                                       -------------------------------------
                                       David Lindner, Controlling Shareholder





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>tomi-10ksb_123107ex101.txt
<DESCRIPTION>EXHIBIT 10.1 AGREEMENT WITH S.C.O. MEDALLION HEALTHY HOMES LTD
<TEXT>

Exhibit 10.1

                               PURCHASE AGREEMENT

                                     BETWEEN

                      S.C.O. MEDALLION HEALTHY HOMES, LTD.
                            (A Canadian Corporation)

                                       AND

                               THE OZONE MAN, INC
                            (A Florida Corporation)




                               PURCHASE AGREEMENT
                                     BETWEEN
                      S.C.O. MEDALLION HEALTHY HOMES, LTD.
                                       AND
                               THE OZONE MAN, INC

THIS PURCHASE AGREEMENT ("Agreement") dated as of February 23, 2008, is by and
between S.C.O. MEDALLION HEALTHY HOMES, LTD., a Canadian corporation ("Seller"),
and THE OZONE MAN, INC., a Florida corporation ("Buyer"), with its Executive
office at 9454 Wilshire Blvd., Penthouse, Beverly Hills, California 90212.

                                 WITNESSETH THAT:

WHEREAS, Seller owns and operates a business of  distributing, and marketing
ozone based air purification systems using proprietary Ultraviolet two gas
system lamps with certain selected sublicenses, and licenses/franchises
worldwide. This system is capable of purifying indoor air pollution both at
home and in the workplace (the "Medallion System"). The "Medallion System" is a
methodology employing ozone to purify indoor air in a safe yet effective manner
that ensures that odors, germs, viruses, allergens, VOC'S, pet dander, and mold
are controlled/eliminated, inactivated or killed returning "sick homes or
workplaces" to a condition conductive to healthy living.  The company's business
is throughout Canada, United States, and internationally; and

WHEREAS, Buyer is engaged in the business of inspection, indoor air testing,
ozone treatment and the selling of accessory indoor air sanitizing products l
icensing a product and service incorporating a technology system that utilizes
ozone applications as a purification method to clean, sanitize, and purify the
air you breath in all environments; and

WHEREAS, Seller desires to sell and to cause the sale of, such assets and rights
of the business to Buyer, and Buyer desires to purchase from Seller certain of
Seller's assets and rights used in or relating to the Business (as described
herein) under the terms and conditions hereinafter set forth; and in addition
included is:

                         1. Six documented studies showing the elimination and
control of mold and VOC's (volatile organic compounds like formaldehyde).

                         2. A complete training Manual explaining the
methodology and safety procedures.

                         3. Training will include a minimum of three sample
sites, 8 hours of classroom and hands on instruction of all equipment and a test
to insure all procedures are understood. All training to be at the expense of
the buyer.

                         4. Immediate access to a trained Medallion technician
to insure all your questions are answered quickly and correctly.

                         5. Access to all new developments and techniques by
Medallion and right of first refusal on new products.

NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, promises, and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


                             SECTION 1.  DEFINITIONS

1.1 "Agreement"- shall mean this Purchase Agreement.

1.2 "Assets"- shall mean all of the Medallion methodology including specified
rights, title and interest that the Seller possesses in and to all of the
following described properties, assets and rights used or useful in connection
with the Business as the same shall exist on the Closing Date:

     i. all Intellectual property for the Medallion methodology included but not
limited to patents, trademarks, applications, extensions, copyrights,
methodology equipment and technologies related to the business also included
are prototypes, which specifically relate to the products or services of the
Business Exhibit 1 attached hereto;

     ii. All goodwill associated with the Business; and

1.3 "Books and Records"- shall mean all books, records, trade secrets, customer
lists, supplier lists, marketing materials, creative materials, advertising,
promotional, studies, reports, and all other intangible personal property rights
of the Seller which relate to the Purchase Agreement.

1.4 "Close" or "Closing"- shall mean the consummation of the transactions
contemplated hereby.

1.5 "Closing Date"- shall mean February 23, 2008, at 10:00 a.m., or as otherwise
described herein or agreed to by the parties to this Agreement, at the offices
of THE OZONE MAN, INC.

1.6 "Damages"- shall have the meaning set forth in Section 4 in the
Indemnification Agreement.

1.7 "Disputed Item"- Any of the terms, Items, Warranties or conditions set
forth in the Purchase Agreement.

1.8 "Knowledge"- shall mean actual knowledge after reasonable investigation.

1.9 "Material Breach"- shall mean when used with reference to damage, losses and
expenses, and those damages, losses and expenses, which exceed $5,000.00 U.S.
Dollars.

1.10 "Permits and Licenses"- shall mean all government permits, licenses,
authorizations, and approvals which are transferable and possessed by Seller and
used in the operation of the Business.

1.11 "Purchase Price"- shall have the meaning set forth in Section 2.2 below.


                              SECTION 2.  AGREEMENT

2.1 Purchase and Sale of Assets

Subject to the terms and conditions of this Agreement, and in reliance on the
representations, warranties and agreements contained herein, on the Closing
Date, Seller shall sell, convey, assign, transfer and deliver or cause to be
sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer shall
purchase and acquire from Seller, the Medallion methodology system and all
marketing material, studies and information required to operate the methodology
system.  The Assets existing as of the Closing Date free and clear of any title
defect, mortgage, assignment, pledge, hypothecation, security interest, title or
retention agreement, levy, execution, seizure, attachment, garnishment, deemed
trust, lien, easement, option, right or claim of others, or charge or
encumbrance of any kind whatsoever (each, an "Encumbrance") in exchange for the
Purchase Price.  Exception:  All Canadian franchises that have been assigned are
exempt from this provision.

2.2 Purchase Price

The purchase price to be paid by buyer for the purchase of the assets shall be
SIXTY Thousand Dollars U.S. ($60,000).

2.3 Consulting Agreement

The Ozone Man, Inc. will enter into Consulting Agreements with Don Schmidt.


                               SECTION 3. CLOSING

The Closing shall occur at the offices of The Ozone Man, Inc., at 10:00 a.m.
Pacific Standard Time on the Closing Date, or on such other date or at such
other location(s) or starting at such other time as the parties shall agree.

The Closing conditions are as follows:

     a) Seller obtains consents for the transfer of all contracts,

     b) Seller represents that the warranties and representations are true and
that there are no legal proceedings initiated to restrain these transactions,

     c) Buyer warrants that it has competed its due diligence, and

     d) Buyer has received their own legal opinion.


                      SECTION 4. INDEMNIFICATION AGREEMENT

INDEMNIFICATION BY SELLER

4.1 Breach of Seller's Warranties. Seller agrees to indemnify, defend and
hold harmless Buyer and its shareholders, officers and directors, Affiliates,
agents and employees from and against and in respect of any and all losses,
damages, claims, liabilities, actions, suits, proceedings and costs and expenses
of defense thereof, including reasonable attorneys' fees (a "Loss"), suffered or
incurred by any such party by reason of or arising out of breach of the several
representations and warranties of Seller set forth herein, subject to each of
the terms, conditions and limitations set forth in Section 5 hereof,

4.2 Liabilities; Breach of Covenants. Seller agrees to indemnify and hold
harmless Buyer and its shareholders, officers and directors, Affiliates, agents
and employees from and against and in respect of any and all damages, losses or
expenses suffered or incurred by any such party as a result of any and all
claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable counsel fees incurred in litigation or
otherwise, assessed, incurred or sustained by or against any of them with
respect to or arising out of (i) the "Sellers  Liabilities" or (ii) any breach
by Seller of any covenant of Seller hereunder.  Seller agrees to indemnify Buyer
against all claims, demands, damages or costs including attorney fees that
Buyer, its affiliates and their respective directors, officers, employees and
shareholders may incur by reason of this Purchase Agreement.

Seller agrees at their sole cost and expense, jointly and severally to
indemnify, protect, hold harmless and defend Buyer from and against any and all
claims and losses against Buyer arising out of the use of any and all assets
contained in this Purchase Agreement and shall be liable for damages to Buyer
for any breach of this Agreement.

4.3 Notice of Claim; Right to Defend. Buyer shall give to each of Seller prompt
written notice of any claim, suit or demand which Buyer believes will give rise
to a claim for indemnification under either Section 4.1 or Section 4.2
hereunder; provided, however, that the failure of Buyer to give such prompt
written notice shall not affect the liability of Seller hereunder, except to
the extent that the rights of Seller to defend itself or to cure or mitigate
the damages are actually prejudiced thereby. Thereafter, Buyer shall furnish to
Seller, in reasonable detail, such information as it may have with respect to
such claim; action, suit or proceeding, including copies of any summons,
complaint or other pleading which may have been served upon it or any written
claim, demand, invoice, billing or other document evidencing or asserting the
same. Buyer shall designate in writing all information and documents, which it
furnishes to Seller pursuant to this Section 4.3 as being with respect to a
claim, action, suit or proceeding under this Section 4.3. Provided Seller,
within ten (10) days after receipt of such written notice from Buyer, shall
acknowledge in writing to Buyer Seller's assumption of responsibility for
defense and indemnification with respect to such claim, action, suit or
proceeding, Seller shall have the right to assume defense of such claim,
action, suit or proceedings through counsel selected by Seller at Seller's
expense, and to contest or compromise such claim, action, suit or proceeding.
Upon such assumption of defense by Seller, Buyer shall cooperate with Seller
in Seller's conduct of such defense to the extent reasonably requested by
Seller and at Seller's expense and, so long as Seller is defending such claim,
action, suit or proceeding, Buyer shall not settle or compromise the same.
Without the prior written consent of Buyer, Seller shall not be entitled to
settle any claim, action, suit or proceedings the defense of which has been
assumed by Seller if (i) the Losses to Buyer are not fully covered by the
indemnities provided herein, or (ii) such settlement might have a Material
Adverse Effect or impose any material condition or limitation on the business,
operations, prospects or condition (financial or otherwise) conducted by Seller
as of the Closing Date, as continued by Buyer.

4.4 Limitations on Seller Indemnification. Notwithstanding anything contained
herein to the contrary, Buyer shall not be entitled to indemnification for
Losses under the provisions of Section 4.1 hereof, (i) unless it shall have
given written notice to Seller, setting forth its claim for indemnification in
reasonable detail. Buyer shall be entitled to such indemnification for all
losses. This clause (ii) shall not limit or reduce any claim for indemnification
of losses resulting from a breach of the representations and warranties
contained in section 5.

Nothing contained herein shall be deemed to create an affirmative obligation on
the part of buyer to submit a claim to its insurance carrier with respect to any
loss for which seller is obligated to provide indemnification to buyer
hereunder.

4.5 Personal Indemnification: Nothing contained herein shall subject the parties
Don Schmid and Gerald Young or Dr. Halden S. Shane and Richard L. Johnson, Esq.
to any personal liability in this Purchase Agreement.

                         SECTION 5.  REPRESENTATIONS AND
                              WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

5.1 Organization

Seller is a Canadian corporation duly organized, validly existing and in good
standing under the laws of The Province of British Columbia, Canada.  Exhibit 2.

5.2 Authority

     A. Authority Generally

Seller has the full right, power and authority (including full corporate power
and authority) to execute and deliver this Agreement and to perform Seller's
obligations hereunder, and to carry out the transactions contemplated in this
Agreement, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally.

The Agreement and related agreements including a bill of sale, assignment, and
assignment agreement for intellectual properties being transferred to buyer
constitutes the valid and legally binding obligation of the Seller, enforceable
in accordance with its terms and conditions.

     B. Noncontravention

Neither the execution and the delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, will (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
Seller is subject or any provision of the Seller's Articles of Incorporation or
By-laws, or (ii) conflict with, result in a breach or constitute a default
under, result in the acceleration of, result in the creation of any Encumbrance
upon the Assets, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice, authorization, consent, approval, exemption
or other action under any of the Contracts or to which any of the Assets are
subject, except where the violation, conflict, breach, default, acceleration,
termination, modification, cancellation, or failure to give notice, would not
have a material adverse effect on the assets or the financial condition of Buyer
taken as a whole or on the ability of the parties to consummate the transactions
contemplated by this Agreement. Without limiting the generality of the
foregoing, the transfer of the Assets to the Buyer is not subject to any bulk
sales law.  Seller is responsible for making all compliance filings and the
payment of all taxes.

5.3 Compliance with Laws

The Business has been conducted in compliance with all applicable laws and
regulations of foreign, federal, state and local governmental authorities.
Seller holds, and is in compliance in all material respects with, all licenses,
permits, and authorizations necessary for the conduct of Seller's Business or
Assets pursuant to applicable statutes, laws, ordinances, rules, regulations,
codes, or any law of any governmental body, agency, commission, or unit to
which the Seller and/or the Business or Assets may be subject, the failure of
which would have a Material adverse effect on the Business and such licenses,
permits and authorizations which are transferable to Buyer, and are so
transferred, will be in full force and effect following the Closing. Seller has
not received any notice of any alleged violation of any such statute, order,
rule, regulation, or requirement in connection with the operation of the
Business or the Assets.

5.4 Governmental Approvals

Except for (a) necessary corporate action and (b) consents obtained with respect
to the assignment to Buyer of the Contracts and Distribution Agreements, no
order, permission, consent, approval, license, authorization, registration or
validation of, or filing with, or exemption by any governmental agency,
commission, board or public authority, or any other person is required to
authorize, or is required in connection with, the execution, delivery or
performance by the Seller of this Agreement, or any other agreement or
instrument to be executed or delivered by Seller herewith.

5.5 Books and Records

Seller's Books and Records (including customer order files, employment records)
for the Business are complete, true and correct in all material respects.

5.6 Accuracy of Representations and Warranties

The copies of all instruments, agreements, or other documents and written
information relating to the Business or the Assets delivered to Buyer by Seller
or Seller's representatives pursuant to or in connection with this Agreement
are or shall be complete and correct in all material respects as of the date of
this Agreement and as of the Closing Date, not withstanding the closing date of
this agreement all representations and warranties shall survive in full force
and effect and remain enforceable. No representation, warranty, or statement of
Seller omits or will omit to state any material fact necessary to make such
representation, warranty, or statement in this Agreement accurate and not
misleading in any material respect.

5.7 Tax Reports, Returns and Payments.

There are no security interests on any of the Assets that arose in connection
with any failure (or alleged failure) by Seller to pay any Tax, and Seller has
withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee employed by the Business,
independent contractor, creditor, or other third party with respect to the
Business. Seller has charged, and collected all taxes due and owing to all
government agencies from customers.

5.8 Assignment of Interests and Other Commitments

     A. Assignment of Interest of the Intellectual Property, for the
        Medallion Technology

Exhibit 1 sets forth the Assignment of Interest of the Intellectual Property for
the Medallion Technology (true and correct copies of each have been delivered to
Buyer). Seller has not received notice from any person who is a party to any
Assignment of Interest of the Intellectual Property for the Medallion
Technology, and Seller has no reason to believe, that Seller is in default of
any of the terms, conditions or provisions of any Assignment of Interest of
the Intellectual Property for the Medallion Technology and Seller has not
received notice from any party thereto with respect to the same. The Assignment
of Interest of the Intellectual Property for the Medallion Technology is valid,
binding and enforceable in accordance with its terms, and no condition exists
that (with the passage of time, the giving notice, or both) would lead to a
default with respect to, or permit any party thereto to terminate, accelerate
or amend any such agreement, and Seller has performed in all material respects
all of its obligations under the Assignment of Interest of the Intellectual
Property for the Medallion Technology, in accordance with its terms.

The Assignment of Interest of the Intellectual Property for the Medallion
Technology are all of Seller's Contracts relating to the Business which to the
best of Seller's knowledge, are necessary for the operation of the Business as
presently conducted by Seller.

     B. Assignability of Contracts

Except as set forth on Exhibit 1, respectively, the consent or approval of the
other contracting party to any Assignment of Interest of the Intellectual
Property for the Medallion Technology is not required.

     C. Product Warranties

There has not occurred any event that may give rise to liability on the part of
the Seller in respect of any claim that any of the products produced or sold on
the part of Seller in connection with the Business (i) is not or was not at the
time of such occurrence in compliance in all material respects with all
applicable federal, state, local and foreign laws and regulations or (ii) is
not or was not at the time of such occurrence fit for use, and does not or did
not conform in all material respects to any promises or affirmations of fact
made on the container or labels for such Product or in connection with its
sale. There has not occurred any event that may give rise to liability on the
part of the Buyer based on any claim that there is or was at the time of such
occurrence any design defect with respect to any of such products or that any
of such products fails or failed to contain adequate warning, presented in a
reasonably prominent manner, in accordance with applicable laws and current
industry practice with respect to its contents and use, or that any such
product fails to meet contract specifications.

     D. Confidentiality, Non-Disclosure, and Non-Circumvention Agreement.

Confidentiality, Non-Disclosure & Non-Circumvention Agreement made effective the
13th day of July 2007 by and between Halden S. Shane, President and CEO of The
Ozone Man, Inc., a Nevada Corporation (now a Florida Corporation) and Don
Schmidt, President and CEO of S.C.O. Medallion Healthy Homes LTD., is herein
incorporated by reference and is attached as Exhibit 8.

     E. Acknowledgement of Non-Compete Clause.

Seller represents and warrants to Buyer: Neither Seller, Don Schmidt, Gerald
Young or their respective affiliates will compete directly or indirectly with
Buyer in the operation of the Business for a period of Ten (10) years, except
for the current air testing and treatment business of Gerald Young.

5.10	Title of Assets

     A. Assets Generally

Seller has good and marketable title to all of the Assets, free and clear of
all Encumbrances.

     B. Governmental Code Violations

Seller has not received any notices from any city, village or other governmental
authority of, and Seller has no Knowledge of the basis of, any fire hazard
caused by the equipment or health code violations in respect to manufacturing
and operation of the manufacturing facility that have not been heretofore
corrected.

5.11 Employment Matters

There are no Employees.

5.12 Environmental

     A. All of Seller's past disposal practices relating to hazardous substances
and hazardous wastes have been accomplished in accordance with all applicable
laws, rules, regulations, and ordinances.

     B. Seller has not been notified of nor is there any basis for any potential
liability of Seller with respect to the clean-up of any waste disposal site or
facility, and has not obtained any information to the effect that any site at
which it has disposed of hazardous substances or oil has been or is under
investigation by any local, state or federal governmental body, authority
or agency.

5.13 Advertising

Neither any advertising by Seller nor any promotional material used by Seller
at any time has contained any material untrue or misleading statements or claims
with respect to the products or services of the Business.

All Ozone generators referred to in the Medallion Catalog have been tested with
calibrated ozone measuring devices in respect to the parts per million outputs
in each generator. The output that is stated in the seller's equipment catalog
is certified to be accurate and correct.

Seller confirms that the attached schedules are complete, correct, and
not misleading.

5.14 Broker's fees

Seller has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement for which Buyer could become liable or obligated.

5.15 Patents, Trademarks, Trade Names, Trade Secrets, Etc.

Except for the trade names and trademarks identified on Schedule 6.25, Seller
does not own or use in connection with the Business (a) any patents, trademarks
(registered or unregistered), trade names, assumed names and copyrights, nor has
it on file any applications therefore, (b) any licenses, permissions and other
agreements relating to intellectual property used in the Business; or (c) any
agreements relating to technology, know-how or processes used in or necessary
for the conduct of the Business. Seller as a condition precedent to consummate
this agreement must secure the sole and exclusive right, free from any liens,
mortgages, security interests, charges or encumbrances, to use the trade names,
assumed names, technology, copyrights (other than copyrights licensed under the
Distribution Agreements and any other non-exclusive software licenses held by
Seller), know-how and processes and all trade secrets required for or incident
to the conduct of the Business where currently conducted, and the consummation
of the transactions contemplated hereby will not alter or impair any such
rights. No claims have been asserted by any person with respect to the
ownership, validity, enforceability or use of any or of any confusingly similar
or dilutive trade names, assumed names, copyrights, applications therefore,
technology, know-how, processes or trade secret or challenging or questioning
the validity or effectiveness of any such license, permission or agreement and,
to the Knowledge of Seller, there is no valid basis for any such claim, and the
use or other exploitation of such trade names, assumed names, copyrights,
applications therefore, technology, know-how, processes and trade secrets by
Seller, to the Knowledge of Seller, does not infringe on or dilute the rights
of any person; and, to the Knowledge of Seller, no other person is infringing
the rights of Seller with respect to such trade names, assumed names,
copyrights, applications therefore, technology, know-how, processes or trade
secrets. Seller represents that it pays no royalties or fees on the intellectual
property being transferred. All intellectual property is properly registered,
valid and currently maintained. Seller has taken all reasonable steps to protect
the intellectual properties.


                         SECTION 6.  REPRESENTATIONS AND
                               WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

6.1 Organization

Buyer is a Florida corporation, validly existing and in good standing under the
laws of the State of Florida.  See schedule 9.1.5 Certificate of Good Standing
in the State of Florida and additional documents.

6.2 Authority

     A. Authority Generally

Buyer has the full right, power, and authority to execute and deliver this
Agreement and to perform Buyer's obligations hereunder. Without limiting the
generality of the foregoing, Buyer's Board of Directors has duly authorized
the execution, delivery, and performance of this Agreement by the Buyer. The
Agreement constitutes the valid and legally binding obligation of the Buyer,
enforceable in accordance with its terms and conditions, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally.

     B. Non-Contravention

Neither the execution and the delivery of this Agreement, nor the consummation
of the transactions contemplated hereby (including the assignments and
assumptions referred to in Section 3 above), will (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
Buyer is subject or any provision of the Buyer's Articles of Incorporation or
Bylaws, or (ii) conflict with, result in a breach or constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which Buyer is a
party or by which it is bound or to which any of its assets is subject, except
where the violation, conflict, breach, default, acceleration, termination,
modification, cancellation, or failure to give notice, would not have a Material
adverse effect on the financial condition of Buyer taken as a whole or on the
ability of the parties to consummate the transactions contemplated by
this Agreement.

6.3 Litigation: No Adverse Conditions

There are no actions, suits or proceedings pending, or to Buyer's Knowledge,
threatened or anticipated before any court or governmental or administrative
body or agency affecting Buyer, Buyer's property, or Buyer's ability to
consummate the transaction contemplated by this Agreement.

     1.12 Broker's Fees

Buyer has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement for which Seller could become liable or obligated.

6.4 Accuracy of Representations or Warranties

All of Buyer's warranties and representations as hereinabove stated shall be
true on the Closing Date and the same shall survive the Closing and be deemed
incorporated, whether explicitly stated therein or not, into all documents or
other instruments delivered by Buyer to Seller at the Closing. No
representation, warranty, or statement of Buyer omits or will omit to state any
material fact necessary to make such representation, warranty, or statement in
this Agreement accurate and not misleading in any material respect.


                         SECTION 7. ADDITIONAL COVENANTS

The parties agree as follows with respect to the period after the Closing:

7.1 Mail and Remittances

After the Closing, all mail addressed to Seller and Buyer relating to their
respective businesses shall be delivered promptly by each party to the
other party.


                           SECTION 8.  MISCELLANEOUS

8.1 Expenses

Except as otherwise provided in this Agreement and the indemnification
obligations of Seller each of the Buyer and Seller agrees to pay, without right
of reimbursement from any other, the costs incurred by such party incident to
the preparation and execution of this Agreement and performance of their
respective obligations hereunder, whether or not the transactions contemplated
by this Agreement shall be consummated, including, without limitation, the fees
and disbursements of legal counsel, accountants, and consultants employed by the
respective parties in connection with the transactions contemplated by this
Agreement; provided, however, that Seller shall pay sales and other transfer
taxes, if any.

8.2 Assign-ability

Neither party hereto may assign or transfer its rights and obligations under
this Agreement without the prior written approval of the other party; provided,
however, Buyer may assign Buyer's rights under this Agreement to an affiliate
of Buyer or as security to any of Buyer's lenders. This Agreement shall inure
only to the benefit of and be binding upon the parties hereto and their
respective successors and representatives and permitted assigns.

8.3 Applicable Law

This Agreement shall be construed, interpreted and enforced in accordance with,
and governed by, the laws of the State of California, the corporate headquarters
of The Ozone Man, Inc.

8.4 Counterparts

This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original, but all of which together shall constitute one and
the same instrument.

8.5 Entire Agreement

This Agreement and the agreements, instruments, schedules and other writings
referred to in this Agreement contain the entire understanding of the parties
with respect to the subject matter of this Agreement. There are no restrictions,
agreements, promises, warranties, covenants, or undertakings other than those
expressly set forth herein or therein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to its
subject matter.

8.6 Amendments

This Agreement may not be amended, changed or terminated orally, and no
attempted change, termination or waiver of any of the provisions hereof shall be
binding unless in writing and signed by the party against whom the amendment,
change, termination or waiver is sought to be enforced.

8.7 Exhibits

Each exhibit hereto, shall be attached hereto, and shall be considered a part
hereof, as if set forth in the body hereof in full.

8.8 Negotiated Transactions

The parties negotiated the provisions of this Agreement hereto and said
agreement shall be deemed to have been drafted by all of the parties hereto.

8.9 Arbitration

If there is any dispute hereunder which cannot be resolved by the parties (a
"Disputed Item"), either party may seek a resolution by arbitration by applying
for an arbitrator to be appointed by the American Arbitration Association in
accordance with the rules and regulations of that association. In the event
arbitration is requested, both parties must proceed as quickly as possible to
arbitration and accept the results of same as final and binding. The losing
party in the arbitration shall pay all of the costs of the arbitration. In the
event that the results of the arbitration cannot be said to result in a winning
party and a losing party, the arbitrator shall decide how the costs and expenses
of the arbitration shall be borne by the parties hereto. Any judgment upon the
award rendered by the arbitrator shall be enforced in the District Court of Los
Angeles County, California.

8.10 Notices

All notices, claims, certificates, requests, demands and other communications
under this Agreement will be in writing and notices will be deemed to have been
duly given if delivered or mailed, registered or certified mail, postage
prepaid, return receipt requested or for overnight delivery by a nationally
recognized overnight mail service, as follows:

          If to Buyer, to:                THE OZONE MAN, INC.
                                          9454 Wilshire Boulevard, Penthouse
                                          Beverly Hills, CA 90212
                                          Attention; Dr. Halden S. Shane

          With a copy to:                 Attorney Richard L. Johnson
                                          9454 Wilshire Boulevard, Suite 600
                                          Beverly Hills, CA  90212

          If to Seller, to:               S.C.O. MEDALLION HEALTHY HOMES LTD
                                          22519 Dewdrey Trunk Road
                                          Maple Ridge, BC
                                          V2X7X7
                                          CANADA

          With a copy to:                 Don Schmidt
                                          S.C.O. Medallion Healthy Homes Ltd
                                          22519 Dewdrey Trunk Road
                                          Maple Ridge, BC
                                          V2X7X7
                                          CANADA

or to such other address as the party to whom notice is to be given previously
may have furnished to the other party in writing in the manner set forth in
this Section,

8.11 Joint Press Release

The Seller and Buyer shall agree upon the form and substance of (a) a joint
press release or other public announcement of this Agreement and the
transactions contemplated hereby and (b) other matters including, but not
limited to, form letters to customers, related to this Agreement or any of the
transactions contemplated hereby which shall be released on or after the
Closing; provided, however, that nothing in this Agreement shall be deemed to
prohibit any party hereto from making any disclosure which its counsel deems
necessary or advisable in order to fulfill such party's disclosure obligations
imposed by law or contract. The parties confirm that the joint press release/
announcement complies with SEC rules and laws.

8.12 Severability

If any term, condition, or provision of this Agreement shall be declared invalid
or unenforceable, the remainder of the Agreement, other than such term,
condition, or provision, shall not be affected thereby and shall remain in full
force and effect and shall be valid and enforceable to the fullest extent
permitted by law.

8.13 Non-Assignable Assets

Notwithstanding anything contained in this Agreement to the contrary, this
Agreement shall not constitute an agreement or an attempted agreement to
transfer, sublease or assign any contract, license, lease, commitment, sales or
purchase order or any other agreement or any claim, right or benefit arising
thereunder or resulting therefrom if any such attempted transfer, sublease or
assignment without the consent of any other party thereto would constitute a
breach thereof or would in any way adversely affect the rights of Buyer
thereunder. Seller shall, between the date hereof and the Closing Date (and,
if requested by Buyer, after the Closing Date), use its commercially
reasonable best efforts to obtain the consent of any party or parties to any
such contracts, licenses, leases, commitments, sales orders, purchase orders or
other agreements to the transfer, sublease or assignment thereof by Seller to
Buyer or Buyer's designees hereunder in all cases in which such consent is
required. If any such consent is not obtained, or if an attempted assignment
would be ineffective or would affect the rights of Seller thereunder such that
Buyer would not in fact receive all such rights, Seller shall perform such
agreement for the account of Buyer or otherwise cooperate with Buyer in any
arrangement necessary or desirable to provide for Buyer or its designees the
benefits of any such agreement, including without limitation enforcement for the
benefit of Buyer of any and all rights of Seller against the other party thereto
arising out of the breach, termination or cancellation of such agreement by such
other party or otherwise. Notwithstanding any of the provisions of this Section
8.14 nothing herein shall be deemed to waive or excuse any obligation on the
part of Seller, or any condition for the benefit of Buyer, to obtain any
necessary consents of any person or entity to the assignment to Buyer of any of
the Assets or any contract, license, lease, commitment, order or other agreement
required to be assigned hereunder.

8.14 Further Assurances

From time to time after the Closing, Seller will execute and deliver, or cause
its affiliates to execute and deliver, to Buyer such instruments of sale,
transfer, conveyance, assignment and delivery, and such consents, assurances,
powers of attorney and other instruments as may be reasonably requested by Buyer
or its counsel in order to vest in Buyer all right, title and interest of Seller
in and to the Assets and otherwise in order to carry out the purpose and intent
of this Agreement.

8.15 Specific Performance

Each of Buyer and Seller acknowledges and agrees that the other would be damaged
irreparably in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or otherwise are breached,
and each of Buyer and Seller shall be entitled to enforce specifically this
Agreement and the terms and provisions thereof in any action instituted, in any
court of the United States or obtain any equitable remedies any state thereof
having jurisdiction over Buyer and Seller and the matter, subject to Section
8.17 below, in addition to any other remedy to which they may be entitled, at
law or in equity.

8.16 Jurisdiction

Subject to Section 8.10, Buyer and Seller each hereby submits to the
jurisdiction of any state or federal court sitting in San Francisco, California
(with respect to State Court) or Federal District Court of California, (with
respect to federal court), in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action
or proceeding may be heard and determined in any such court. Buyer and Seller
each agree not to bring any action or proceeding arising out of or relating to
this Agreement in any other court. Each of the parties waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety, or other security that might be required of any
other party with respect thereto.


IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly
executed as of the date first written above



                                      S.C.O. MEDALLION HEALTHY HOMES, LTD.



                                      By: _______________________]

                                           Name: Don Schmidt
                                           Title: CEO & President


By: ______________________________]   By: _______________________]

Name:                                 Name: Gerald Young
Title: SCO-Medallion Board Member     Title: SCO-Medallion Board Member






                                      THE OZONE MAN, INC.


                                      By: _______________________]

                                           Name: Dr. Halden S. Shane
                                           Title: CEO & President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>tomi_10ksb-123107ex311.txt
<DESCRIPTION>EXHIBIT 31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
<TEXT>

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, The Ozone
Man, Inc., certify that:

   1. I have reviewed this Form 10-KSB 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Registrant 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.

Date: April 3, 2008         By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>tomi_10ksb-123107ex312.txt
<DESCRIPTION>EXHIBIT 31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION
<TEXT>

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 and Accounting Officer of the Registrant,
The Ozone Man, Inc., certify that:

   1. I have reviewed this Form 10-KSB 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Registrant 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.

Date: April 3, 2008         By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Financial and Accounting Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>tomi_10ksb-123107ex32.txt
<DESCRIPTION>EXHIBIT 32.1 SECTION 1350 CERTIFICATION
<TEXT>

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 Annual Report of The Ozone Man, Inc. (the "Company")
on Form 10-KSB for the year ended December 31, 2007 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.

Date: April 3, 2008         By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Executive Officer
                                    Principal Financial and Accounting Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
