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<SEC-DOCUMENT>0001170022-08-000025.txt : 20081020
<SEC-HEADER>0001170022-08-000025.hdr.sgml : 20081020

<ACCEPTANCE-DATETIME>20080828170108

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0001170022-08-000025

CONFORMED SUBMISSION TYPE:	10KSB/A

PUBLIC DOCUMENT COUNT:		5

CONFORMED PERIOD OF REPORT:	20071231

FILED AS OF DATE:		20080828

DATE AS OF CHANGE:		20080905


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Ozone Man, Inc.

		CENTRAL INDEX KEY:			0000314227

		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]

		IRS NUMBER:				591947988

		STATE OF INCORPORATION:			FL

		FISCAL YEAR END:			1231



	FILING VALUES:

		FORM TYPE:		10KSB/A

		SEC ACT:		1934 Act

		SEC FILE NUMBER:	000-09908

		FILM NUMBER:		081046088



	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/A
<SEQUENCE>1
<FILENAME>ozone-10ksba_amend3.txt
<DESCRIPTION>AMENDMENT NO. 3
<TEXT>

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

                                 FORM 10-KSB/A
                                Amendment No. 3

[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.

State the aggregate market value of the voting and non-voting common stock held
by non-affiliates as of June 30, 2008: $27,583,148.

As of June 30, 2008 the registrant had 30,707,962 shares of common stock
outstanding.

Documents incorporated by reference:  None.

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

<PAGE>

                             EXPLANATORY NOTE

The Ozone Man, Inc. is filing this Amendment No. 3 on Form 10-KSB/A for the
purpose of amending the disclosure under Item 8A of the Annual Report on Form
10-KSB for the year ended December 31, 2007 filed with the U.S. Securities and
Exchange Commission on April 3, 2008 (the "Original 2007 Annual Report")
revising our assessment of the Company's disclosure controls and procedures
from effective to ineffective as of the end of the period covered by the
original report.

Except as described above, no other changes have been made to the Original
2007 Annual Report and have not been included in this Amendment. In addition,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications by our Principal Executive Officer and Principal Financial
Officer are filed as exhibits to this Amendment.


Item 8A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer who is
also our Principal Financial Officer, conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Annual Report (December 31, 2007), as is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our
disclosure controls and procedures are intended to ensure that the information
we are required to disclose in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and (ii) accumulated and communicated to our
management, including the Principal Executive Officer and Principal Financial
Officer to allow timely decisions regarding required disclosures.

Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that, as of the end of the period covered by this
Annual Report, our disclosure controls and procedures were ineffective.  The
omission in the original annual report of proper disclosure of the Company's
disclosure controls and procedures, as well as its report on internal control
over financial reporting-although inadvertant and due to a miscommunication
with the Company's outside advisors-leads to the conclusion that the disclosure
controls and procedures were not effective.  As of the date of this amended
report, the Company has added the further step of fully discussing with its
outside advisors whether they are aware of any new SEC rules and regulations
affecting our disclosure requirements and whether each report being filed is
compliant with current rules and regulations. Our management has concluded that
the financial statements included in this Form 10-KSB present fairly, in all
material respects our financial position, results of operations and cash flows
for the periods presented in conformity with generally accepted accounting
principles.

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of
future events.


Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
of the Exchange Act). Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States
of America.

Our internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
assets, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Our management, with the
participation of our Principal Executive Officer and Principal Financial
Officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that, as of the end of the period covered
by this Annual Report, our internal control over financial reporting
was effective.

This Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this Annual Report.


Changes in Internal Control Over Financial Reporting

During our most recent fiscal quarter, there have been no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect our internal control over
financial reporting.


                                 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: August 28, 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: August 28, 2008
By: /s/ Halden Shane
- ---------------------------
Halden Shane
Principal Executive Officer
Principal Financial and Accounting Officer


Date: August 28, 2008
By: /s/Richard Johnson
- ---------------------------
Richard Johnson
Secretary and Director


Date: August 28, 2008
By: /s/Willie Brown, Jr.
- ---------------------------
Willie Brown, Jr.
Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ozone-10ksba_amend3ex311.txt
<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/A Amendment No. 3 of the Registrant;

   2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

   3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this report;

   4. The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         Registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused
         such internal control over financial reporting to be designed under
         our supervision, to provide reasonable assurance regarding the
         reliability of financial reporting and the preparation of financial
         statements for external purposes in accordance with generally accepted
         accounting principles;

     (c) Evaluated the effectiveness of the Registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures as of the end
         of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the Registrant's internal
         control over financial reporting that occurred during the Registrant's
         most recent fiscal quarter (the Registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the Registrant's internal
         control over financial reporting; and

   5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant's auditors and the audit committee
of the Registrant's board of directors (or persons performing the equivalent
functions):

     (a) all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Registrant's ability to
         record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         control over financial reporting.

Date: August 28, 2008        By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>ozone-10ksba_amend3ex312.txt
<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/A Amendment No. 3 of the Registrant;

   2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

   3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this report;

   4. The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         Registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused
         such internal control over financial reporting to be designed under
         our supervision, to provide reasonable assurance regarding the
         reliability of financial reporting and the preparation of financial
         statements for external purposes in accordance with generally accepted
         accounting principles;

     (c) Evaluated the effectiveness of the Registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures as of the end
         of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the Registrant's internal
         control over financial reporting that occurred during the Registrant's
         most recent fiscal quarter (the Registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the Registrant's internal
         control over financial reporting; and

   5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant's auditors and the audit committee
of the Registrant's board of directors (or persons performing the equivalent
functions):

     (a) all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Registrant's ability to
         record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         control over financial reporting.

Date: August 28, 2008        By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Financial and Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ozone-10ksba_amend3ex32.txt
<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 Amended Annual Report of The Ozone Man, Inc. (the
"Company") on Form 10-KSB/A Amendment No. 3 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: August 28, 2008        By: /s/ Halden Shane
                                    ----------------------------
                                    Halden Shane
                                    Principal Executive Officer
                                    Principal Financial and Accounting Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>6
<FILENAME>filename6.txt
<TEXT>

                                   HAROLD W. PAUL, LLC
                                     ATTORNEY AT LAW
                                       PO Box 33812
                                   Santa Fe, NM 87594
                                     (505) 983-2794
                                   Fax (866) 644-7615


                                                   New York Office
                                                   444 Madison Ave., Ste. 1800
                                                   New York, NY 10022
                                                   (212) 750-5020
                                                   Fax (866) 644-7615



                                                          August 28, 2008


Mr. Howard Efron
Staff Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549


                        Re: Ozone Man, Inc.
                              Form 10-KSB for the year ended December 31, 2007
                              File No. 0-09908

Dear Mr. Efron:

     We represent The Ozone Man, Inc.  We are responding to your comment letter
of August 19, 2008 regarding the above referenced filing.  Simultaneous with
submission of this letter, we are filing an amendment to Form 10-KSB in response
to the comment.

Form 10-KSB for the fiscal year ended December 31, 2007
- -------------------------------------------------------

     1.   Responsive amendment has been made revising management's conclusion on
the effectiveness of the Company's disclosure controls and procedures from
effective to ineffective as of the end of the fiscal year.

     As we discussed, the failure to include proper disclosure on the Company's
disclosure controls and procedures in its original annual report-although
inadvertent- creates the presumption and leads to the conclusion that such
disclosure controls and procedures were ineffective inasmuch as the regulations
require timely reporting.  The Company acknowledges and agrees with the staff's
determination that the failure to disclose this information in the original
report rendered the disclosure controls and procedures ineffective as of the
date of the original report.

Please feel free to contact the undersigned if you have any further comment.

						Sincerely,

                                            /s/ HAROLD W. PAUL

HWP/sl						HAROLD W. PAUL

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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