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<SEC-DOCUMENT>0001170022-09-000018.txt : 20091006
<SEC-HEADER>0001170022-09-000018.hdr.sgml : 20091006
<ACCEPTANCE-DATETIME>20091006160401
ACCESSION NUMBER:		0001170022-09-000018
CONFORMED SUBMISSION TYPE:	S-1
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20091006
DATE AS OF CHANGE:		20091006

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOMI Environmental Solutions, Inc.
		CENTRAL INDEX KEY:			0000314227
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
		IRS NUMBER:				591947988
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-1
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-162356
		FILM NUMBER:		091108118

	BUSINESS ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		PENTHOUSE
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		8005251698

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Ozone Man, Inc.
		DATE OF NAME CHANGE:	20071130

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RPS GROUP INC
		DATE OF NAME CHANGE:	19940818

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DAUPHIN INC
		DATE OF NAME CHANGE:	19940818
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1
<SEQUENCE>1
<FILENAME>tomi-s1_100509.txt
<TEXT>

   As filed with the Securities and Exchange Commission on October __, 2009.

                                                   Registration No. 333-_______

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

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                       TOMI Environmental Solutions, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


             Florida                       7340                  59-1947988
- ------------------------------- ---------------------------- -------------------
(State or Other Jurisdiction of (Primary Standard Industrial    (IRS Employer
 Incorporation or Organization)  Classification Code Number) Identification No.)


                          9454 Wilshire Blvd., Penthouse
                             Beverly Hills, CA 90212
                                  (800) 525-1698
               --------------------------------------------------
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)


                                Dr. Halden Shane
                         Chief Executive Officer, Chief
                        Financial and Accounting Officer
                       TOMI Environmental Solutions, Inc.
                          9454 Wilshire Blvd., Penthouse
                             Beverly Hills, CA 90212
                                  (800) 525-1698
               --------------------------------------------------
      (Name, Address, Including Zip Code, and Telephone Number, Including
                         Area Code, of Agent For Service)


                                    Copies to:
                                  Harold W. Paul
                               Harold W. Paul, LLC
                                  P.O. Box 33812
                               Santa Fe, NM 87594
                                  (505) 983-2794


Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [ ]
Accelerated filer         [ ]
Non-accelerated filer     [ ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title Of Each Class             Amount To Be    Proposed Maximum             Proposed Maximum          Amount of
Of Securities To Be Registered  Registered (1)  Offering Price Per Unit (2)  Aggregate Offering Price  Registration Fee (3)
- ------------------------------  --------------  ---------------------------  ------------------------  --------------------
<S>                             <C>             <C>                          <C>                       <C>

Common Stock, par
value $ 0.01 per share                      -                            -                         -                     -

Preferred Stock, par
value $ 0.01 per share                      -                            -                         -                     -

Warrants                                    -                            -                         -                     -

Debt Securities                             -                            -                         -                     -

Total                                       -                            -             $ 100,000,000               $ 5,580

</TABLE>

(1) An indeterminate aggregate initial offering price or number of the
securities of each identified class is being registered as may from time
to time be issued at indeterminate prices. Debt securities may be issued
with original issue discount such that the aggregate initial public
offering price will not exceed $100,000,000 together with the other
securities issued hereunder.

(2) The proposed maximum per unit and aggregate offering prices per
class of security will be determined from time to time by the registrant
in connection with the issuance by the registrant of the securities
registered under this registration statement.

(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.


     The Registrant hereby amends this Registration Statement on
     such date or dates as may be necessary to delay its effective date
     until the Registrant shall file a further amendment which
     specifically states that this Registration Statement shall
     thereafter become effective in accordance with Section 8(a) of
     the Securities Act of 1933 or until the Registration Statement
     shall become effective on such date as the Commission, acting
     pursuant to said Section 8(a), may determine.

                                        2
<PAGE>

The information in this prospectus is not complete and may be changed.  We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective.  This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.


PROSPECTUS (Subject to Completion)
Issued October __, 2009


$100,000,000

                       TOMI Environmental Solutions, Inc.
                                   COMMON STOCK
                                 PREFERRED STOCK
                                     WARRANTS
                                 DEBT SECURITIES

We may offer from time to time common stock, preferred stock and debt
securities.  Specific terms of these securities will be provided in supplements
to this prospectus.  You should read this prospectus and any supplement
carefully before you invest.

Our common stock is listed on the OTCBB under the symbol "TOMZ."

Investing in the securities involves risks.  See "Risk Factors" beginning on
page 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete.  Any representation to the contrary is a
criminal offense.

              The date of this prospectus is           , 2009.


                                TABLE OF CONTENTS


                                                                           Page
About This Prospectus                                                         4
Prospectus Summary                                                            4
Risk Factors                                                                  5
Special Note Regarding Forward-Looking Statements                             7
Use of Proceeds                                                               8
Description of Common Stock                                                   8
Description of Preferred Stock                                                8
Description of Convertible Debt Securities                                    8
Description of Warrants                                                       9
Description of Units                                                         11
Plan of Distribution                                                         11
Validity of the Securities                                                   11
Experts                                                                      11
Where You Can Find More Information                                          11

                                        3
<PAGE>

                              ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated
by reference in this prospectus.  We have not authorized anyone to
provide you with different information.  We are offering to sell, and
seeking offers to buy, the securities only in jurisdictions where
offers and sales are permitted.  This prospectus only provides you
with a general description of the securities to be offered.  Each time
we sell securities described in this prospectus, we will provide a
supplement to this prospectus that will contain specific information
about the terms of that offering, including the specific amounts,
prices and terms of the securities being offered. The prospectus
supplement may also add, update or change information contained
in this prospectus. You should carefully read both this prospectus
and any accompanying prospectus supplement or other offering
materials, together with the additional information described under
the heading "Where You Can Find More Information."

This prospectus and any accompanying prospectus supplement or
other offering materials do not contain all of the information
included in the registration statement as permitted by the rules and
regulations of the Securities and Exchange Commission
("SEC").  We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
and, therefore, file reports and other information with the
SEC.  Statements contained in this prospectus and any
accompanying prospectus supplement or other offering materials
about the provisions or contents of any agreement or other
document are only summaries.  If SEC rules require that any
agreement or document be filed as an exhibit to the registration
statement, you should refer to that agreement or document for its
complete contents.

You should not assume that the information in or incorporated by
reference in this prospectus, any prospectus supplement or any other
offering materials is accurate as of any date other than the date on
the front of each such document.  Our business, financial condition,
results of operations and prospects may have changed since then.
The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of the securities.

In this prospectus, "TOMI," the "Company," "we," "us" and "our"
refer to TOMI Environmental Solutions, Inc. and its wholly owned
subsidiaries unless otherwise indicated or the context suggests
otherwise.

                            PROSPECTUS SUMMARY

This summary highlights information contained or incorporated by
reference in this prospectus. This summary does not contain all of
the information that you should consider before deciding to invest in
the securities. You should read this entire prospectus carefully,
including the financial data and related notes, risk factors and other
information incorporated by reference in this prospectus.

Overview

TOMI Environmental Solutions, Inc. (formerly "The Ozone Man,
Inc.") (the "Company" or "TOMI ") provides green, energy-
efficient environmental solutions for indoor air remediation and
infectious disease control through inspection, air quality testing,
training and indoor air cleaning using our platform of UV Ozone
generation services, activated hydrogen peroxide mist and other
products and technologies.  Our focus to combat Hospital infection
control was recently enhanced with the addition of (MRA) TM -
Magnetic Resolution Activation product.  Our products and services
cover a broad spectrum of commercial structures including office
buildings, medical facilities, hotel and motel rooms single homes,
multi-unit residences and schools.

We commenced our operations in the fourth quarter of 2007 and
since 2008 we began to implement our business plan by acquiring
for cash both the intellectual property and methodology that forms
the basis of our ozone treatment system that is at the core of our
plan. We have also opened a total of five service hubs in California,
New York/New Jersey, Florida and North Carolina with service
vans and certified, trained personnel and we expect to continue the
expansion of our facilities.

During the second quarter of 2009, the Company exited the status of
development stage enterprise because the Company commenced its
planned principal operations and because the Company earned
revenues during the quarter ended June 30, 2009.

Growth Strategy

TOMI's business growth strategy is to be "Your Professional Air
Remediation and Infectious Disease Control Company" by
developing and acquiring a premier platform of UV Ozone
generation services, products and technologies.  We also strive to
generate top-notch research on other air remediation solutions
including hydroxyl radicals and to form business alliances with
major construction companies and corporations specializing in
disaster relief.   We continue to pursue complementary businesses in
manufacturing ozone-related products, testing labs and other indoor
air treatment and maintenance products.

                                        4
<PAGE>

During the 2nd quarter of 2009, TOMI recorded revenue related to a
commercial project that will be completed during the 4th quarter of
2009.  TOMI continues to pursue revenue from multiple sources
and anticipates that our revenue stream will grow more diverse in
the coming quarters.

We have entered into a strategic alliance agreement with Rolyn
Companies, a leader in the disaster remediation and recovery
industry.  We have worked on a major commercial project in New
York City secured through Rolyn Companies that is approximately
half completed.  We treated a high school in New York City
demonstrating our products effectiveness against the H1N1 (Swine
Flu) virus.  We have demonstrated our system's effectiveness
against hospital acquired infections to a large east coast hospital
system with a further test scheduled for the end of September.  The
commercial project in New York City was the Company's first
significant revenue in excess of $200,000 in the second quarter of
this current fiscal year.

Our History

The Company was incorporated in Florida in 1979 under the name
Dauphin, Inc.  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
acquisition 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.  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.  In October 2007 RPS and its
controlling shareholders entered into a definitive Agreement and
Plan of Reorganization whereby RPS acquired 100% of the issued
and outstanding common shares of The Ozone Man, Inc., a Nevada
Corporation ("Ozone Nevada") in exchange for the issuance of
34,250,000 shares of RPS common stock and $50,000 cash
consideration.  Although RPS was the legal acquirer, for accounting
purposes Ozone Nevada was the surviving entity and, accordingly,
the transaction has been accounted for as a reverse acquisition
which was in substance a recapitalization of Ozone Nevada.

Our Corporate Information

Our executive offices are located at 9454 Wilshire Blvd., Beverly
Hills, CA 90212 and our telephone number is (800) 525-1698.  We
maintain a website at www.tomiesinc.com where general
information about us is available.  We are not incorporating the
contents of the website into this prospectus.


                                  RISK FACTORS

You should carefully consider the following risks and all of the
other information contained or incorporated by reference in this
prospectus and any prospectus supplement before deciding to invest
in the securities.  If any of the following risks actually occurs, our
business, financial condition or results of operations would likely
suffer.  In such case, the trading price of the securities could decline
due to any of these risks, and you may lose all or part of your investment.

Risk Related To Our Business

No assurance of sales or profitability.

The Company's business is dependent upon the acceptance of its
products and services as an effective and reliable method to perform
indoor air quality inspection, testing, remediation and maintenance.
The Company's business is also dependent on the effectiveness of
its marketing program to convince potential clients and potential
independent contractors to utilize its services so that the Company
will become profitable.  There can be no assurance that the public or
industry participants will accept the Company's services, or that the
Company will be successful or that its business will earn any profit.
There can be no assurance that the Company will earn material
revenues or that investors will not lose their entire investment.
There is no assurance that the Company will operate its business
successfully or that its common stock will have value.  A failure of
the Company's marketing campaign would have a material adverse
impact on its operating results, financial condition and business
performance.

Competition.

The indoor air quality testing industry is extremely competitive.
The Company's principal competitors will include other indoor air
quality testers, home inspectors, termite inspectors, and remediation
and abatement companies.  These competitors may have longer
operating histories, greater name recognition, larger installed
customer bases, and substantially greater financial and marketing
resources than the Company.  The Company believes that the
principal factors affecting competition in this proposed market
include name recognition, and the ability to receive referrals based
on client confidence in the Company's service.  There are no
significant barriers of entry that could keep potential competitors

                                        5
<PAGE>

from opening similar indoor air quality testing facilities.  The
Company's ability to compete successfully in the industry will
depend in large part upon its ability to market and sell its indoor air
quality testing and air remediation services and to respond
effectively to changing insurance industry standards and
methodology.  There can be no assurance that the Company will be
able to compete successfully in the indoor air quality testing and
remediation industry, or that future competition will not have a
material adverse effect on the business, operating results, and
financial condition of the Company.

Dependence on key personnel.

The Company's success is substantially dependent on the
performance of its executive officers and key employees.  Given the
Company's early stage of operation, the Company is dependent on
its ability to retain and motivate high quality personnel.  Although
the Company believes it will be able to engage qualified personnel
for such purposes, an inability to do so could materially adversely
affect the Company's ability to market and perform its services.
The loss of one or more of its key employees or the Company's
inability to hire and retain other qualified employees could have a
material adverse effect on the Company's business.

Inability to make and integrate new business acquisitions.

In the short-term, the success of the Company's business plan
depends heavily on its ability to make key business acquisitions,
and in the longer term, on its ability to profitably integrate and
operate those businesses.  There is no assurance that the Company
will be able to find and acquire the new businesses that it needs to
successfully implement its business plan. The Company needs to
make new business acquisitions in order to grow at an attractive
pace.  A failure of the Company to make the new business
acquisitions that it seeks will likely have an adverse impact on its
operating results, financial condition and business performance.

We may not be able to manage our growth effectively, create
operating efficiencies or achieve or sustain profitability.

The ability to manage and operate our business as we execute our
growth strategy will require effective planning.  Rapid growth could
strain our internal resources, leading to a lower quality of customer
service, reporting problems and delays in meeting important
deadlines, resulting in loss of market share and other problems that
could adversely affect our reputation and financial performance.
Our efforts to grow have placed, and we expect will continue to
place, a significant strain on our personnel, management systems,
infrastructure and other resources.  Our ability to manage future
growth effectively will also require us to continue to update and
improve our operational, financial and management controls and
procedures.  If we do not manage our growth effectively, we could
be faced with slower growth and a failure to achieve or sustain
profitability.

We may incur significant costs as a result of operating as a
public company, and our management devotes substantial time
to new compliance initiatives.

We may incur significant legal, accounting and other expenses as a
public company, including costs resulting from regulations
regarding corporate governance practices.  Our management and
other personnel devote a substantial amount of time to these
compliance initiatives.  Moreover, these rules and regulations have
increased our legal and financial compliance costs and will make
some activities more time-consuming and costly.  For example,
these rules and regulations could make it more difficult for us to
attract and retain qualified persons to serve on our board of directors
or as executive officers.

In addition, the Sarbanes-Oxley Act of 2002 ("SOX") requires,
among other things, that we maintain effective internal control over
financial reporting and disclosure controls and procedures.  For the
year ended December 31, 2008, we performed system and process
evaluation and testing of our internal control over financial
reporting to allow management to report on the effectiveness of our
internal control over financial reporting, as required by Section 404
of the Sarbanes-Oxley Act.  Our testing, or the subsequent testing
by our independent registered public accounting firm in the year
ending December 31, 2009, may reveal deficiencies in our internal
control over financial reporting that are deemed to be material
weaknesses.  Our compliance with Section 404 may require that we
incur substantial expense and expend significant management time
on compliance-related issues.  Moreover, if our independent
registered public accounting firm identify deficiencies in our
internal control over financial reporting that are deemed to be
material weaknesses, the market price of our stock would likely
decline and we could be subject to sanctions or investigations by the
SEC or other regulatory authorities, which would require additional
financial and management resources.

There are inherent limitations in all control systems, and
misstatements due to error or fraud may occur and may not be detected.

While we continue to take action to ensure compliance with the
disclosure controls and other requirements of SOX, there are
inherent limitations in our ability to control all circumstances.  Our
management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that any company's controls,
including our own, will prevent all error and all fraud.  A control
system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the

                                        6
<PAGE>

control system are met.  In addition, the design of a control system
must reflect the fact that there are resource constraints and the
benefit of controls must be evaluated in relation to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, in our Company have
been detected.  These inherent limitations include the realities that
judgments in decision making can be faulty and that breakdowns
can occur because of simple errors or mistakes.  Further controls
can be circumvented by individual acts of some persons, by
collusion of two or more persons, or by management override of the
controls.  The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.  Over time, a
control may be inadequate because of change in conditions or the
degree of compliance with the policies or procedures may
deteriorate.  Because of inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and
not be detected.


Risk Related To Our Securities

Our stock price is volatile and there is a limited market for our shares.

The stock markets generally have experienced, and will probably
continue to experience, extreme price and volume fluctuations that
have affected the market price of the shares of many small capital
companies.  These fluctuations have often been unrelated to the
operating results of such companies.  Factors that may affect the
volatility of our stock price include the following:

     .  Our success, or lack of success, in developing and marketing
        our products and services;
     .  Our ability to maintain compliance with OTCBB listing requirements;
     .  Our ability to raise the required capital to fund our business;
     .  The announcement of new products, services, or technological
        innovations by us or our competitors;
     .  Changes in the executive leadership of the company;
     .  Quarterly fluctuations of our operating results;
     .  Changes in revenue or earning estimates; and
     .  Competition.

Based on the factors described above, recent trends should not be
considered reliable indicators of our future stock prices or financial results.

Our shares of common stock have been traded on the OTCBB.
There has been limited trading in our common stock and we cannot
give assurances that such a market will develop further or be maintained.

Investors should not expect the payment of dividends by us.

We do not expect to pay dividends on our common stock in the
foreseeable future.  Investors who require cash dividends from their
investments should not purchase our common stock or warrants.


               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.

You should also specifically consider the numerous risks outlined
under "Risk Factors."

Although we believe the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future
results, level of activity, performance or achievements.  Moreover,
neither we nor any other person assumes responsibility for the
accuracy and completeness of any of these forward-looking
statements.  We are under no duty to update any of these forward-
looking statements after the date of this prospectus to conform our
prior statements to actual results or revised expectations.

                                        7
<PAGE>

                                USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities for
acquisitions and general corporate purposes.


                          DESCRIPTION OF COMMON STOCK

The following descriptions are summaries of the material terms of
our Articles of Incorporation and Bylaws.  Reference is made to the
more detailed provisions of, and the descriptions are qualified in
their entirety by reference to, the Articles of Incorporation and
Bylaws, copies of which are filed with the SEC as exhibits to the
registration statement of which this prospectus is a part, and
applicable law.

As of September 1, 2009 there were 34,893,980 shares of common
stock outstanding which were held of record by 746
shareholders.  The holders of common stock are entitled to one vote
per share on all matters to be voted upon by the
shareholders.  Subject to preferences that may be applicable to any
series of outstanding preferred stock, the holders of common stock
are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the board of directors out of funds
legally available therefor.  In the event of liquidation, dissolution or
winding up of TOMI Environmental Solutions, Inc., the holders of
common stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights of any
series of preferred stock then outstanding.  The common stock has
no preemptive or conversion rights or other subscription
rights.  There are no redemption or sinking fund provisions
applicable to the common stock.

The transfer agent and registrar for our common stock is Continental Stock
Transfer & Trust Company.


                         DESCRIPTION OF PREFERRED STOCK

The following descriptions are summaries of the material terms of
our Articles of Incorporation and Bylaws.  Reference is made to the
more detailed provisions of, and the descriptions are qualified in
their entirety by reference to, the Articles of Incorporation and
Bylaws, copies of which are filed with the SEC as exhibits to the
registration statement of which this prospectus is a part, and
applicable law.

When we offer to sell a particular series of preferred stock, we will
describe the specific terms of the securities in a supplement to this
prospectus.  The preferred stock will be issued under a certificate of
designations relating to each series of preferred stock and is also
subject to our Articles of Incorporation.  We currently have a Series
A Preferred Stock comprised of 1,000,000 authorized shares with a
par value of $.01 per share, convertible into common shares on a 1:1
basis.  There are 510,000 Series A Preferred shares issued and
outstanding.  We also have a Series B Preferred Stock comprised of
4,000 authorized shares with a stated value of $1,000 per share,
convertible into common shares on a 200:1 basis.  There are 3,250
Series B Preferred shares issued and outstanding.

Our Board of Directors may issue authorized shares of preferred
stock, as well as authorized but unissued shares of common stock,
without further shareholder action, unless shareholder action is
required by applicable law or by the rules of a stock exchange or
quotation system on which any series of our stock may be listed or quoted.

All shares of preferred stock offered will be fully paid and non-
assessable.  Any shares of preferred stock that are issued will have
priority over the common stock with respect to dividend or
liquidation rights or both.

Our Board of Directors could create and issue a series of preferred
stock with rights, privileges or restrictions which effectively
discriminates against an existing or prospective holder of preferred stock.

The transfer agent for each series of preferred stock will be
described in the prospectus supplement.


                  DESCRIPTION OF CONVERTIBLE DEBT SECURITIES

The following summary of the terms of the convertible debt
securities describes general terms that apply to the convertible debt
securities. The convertible debt securities offered pursuant to this
prospectus may be unsecured obligations. The particular terms of
any convertible debt securities will be described more specifically
in each prospectus supplement relating to those convertible debt
securities. Where any provision in an accompanying prospectus
supplement is inconsistent with any provision in this summary, the
prospectus supplement will control.

Convertible debt securities will be issued under a convertible debt
indenture which we summarize below. Since this is only a
summary, it does not contain all of the information that may be
important to you. A form of indenture relating to the convertible

                                        8
<PAGE>

debt securities is an exhibit to the registration statement of which
this prospectus is a part. We encourage you to read that document.

General

Unless otherwise provided in a prospectus supplement, the
convertible debt securities will be our unsecured obligations and
will be subordinated in right of payment to any senior
indebtedness.

You should refer to each prospectus supplement that accompanies
this prospectus for a description of the specific series of
convertible debt securities we are offering by that prospectus
supplement. The terms may include:

     .  the title and specific designation of the convertible debt securities;

     .  any limit on the aggregate principal amount of the convertible debt
        securities or the series of which they are a part;

     .  the date or dates on which we must pay principal;

     .  the rate or rates at which the convertible debt securities will bear
        interest or the manner in which interest will be determined, if any
        interest is payable;

     .  the date or dates from which any interest will accrue, the date or
        dates on which we must pay interest and the record date for determining
        who is entitled to any interest payment;

     .  the place or places where we must pay the convertible debt securities
        and where any convertible debt securities issued in registered form may
        be sent for transfer, conversion or exchange;

     .  the terms and conditions on which we may, or may be required to, redeem
        the convertible debt securities;

     .  the terms and conditions of modifications, amendments and waivers of
        any terms of the debt securities;

     .  the terms and conditions upon which conversion of the convertible debt
        securities may be effected, including the conversion price, the
        conversion period and other conversion provisions;

     .  events of default or covenants (including relating to mergers,
        consolidations and sales of assets) that apply to the convertible
        debt securities; and

     .  any other terms of the convertible debt securities and any other
        deletions from or modifications or additions to the indenture in respect
        of the convertible debt securities, including those relating to the
        subordination of any convertible debt securities.

Unless the applicable prospectus supplement specifies otherwise,
the convertible debt securities will not be listed on any securities exchange.

Conversion Rights

An applicable prospectus supplement will set forth the terms on
which the convertible debt securities of any series are convertible
into common stock or other securities. Those terms will address
whether conversion is mandatory, at the option of the holder or at
our option. The terms may also provide that the number of shares
of our common stock to be received by the holders of the
convertible debt securities will be calculated according to the
market price of our common stock as of a time stated in the
prospectus supplement or otherwise.


                             DESCRIPTION OF WARRANTS

We may issue, either separately or together with other securities,
warrants for the purchase of any, including any combination of
common stock, preferred stock or convertible debt securities that
we may sell under this prospectus. Warrants may be issued
separately or together with other securities.

                                        9
<PAGE>

The warrants will be issued under warrant agreements to be
entered into between us and the warrantholder as set forth in the
applicable prospectus supplement relating to any or all warrants
with respect to which this prospectus is being delivered. Copies of
the form of agreement for each warrant, which we refer to
collectively as "warrant agreements," including the forms of
certificates representing the warrants, which we refer to
collectively as "warrant certificates," and reflecting the provisions
to be included in such agreements that will be entered into with
respect to a particular offering of each type of warrant, will be filed
with the SEC and incorporated by reference as exhibits to the
registration statement of which this prospectus is a part or as an
exhibit to a Current Report on Form 8-K.

The following description sets forth certain general terms and
provisions of the warrants to which any prospectus supplement
may relate. The particular terms of the warrants to which any
prospectus supplement may relate and the extent, if any, to which
the general provisions may apply to the warrants so offered will be
described in the applicable prospectus supplement. To the extent
that any particular terms of the warrants, warrant agreements or
warrant certificates described in a prospectus supplement differ
from any of the terms described in this section, then the terms
described in this section will be deemed to have been superseded
by that prospectus supplement. We encourage you to read the
applicable warrant agreement and certificate for additional
information before you purchase any of our warrants.

General

The prospectus supplement will describe the terms of the warrants
with respect to which this prospectus is being delivered, as well as
the related warrant agreement and warrant certificates, including
the following, where applicable:

     .  the principal amount of, or the number of, securities, as the case may
        be, purchasable upon exercise of each warrant and the initial price at
        which the principal amount or number of securities, as the case may be,
        may be purchased upon such exercise;

     .  the designation and terms of the securities, if other than common stock,
        purchasable upon exercise of the warrants and of any securities, if
        other than common stock, with which the warrants are issued;

     .  the procedures and conditions relating to the exercise of the warrants;

     .  the date, if any, on and after which the warrants, and any securities
        with which the warrants are issued, will be separately transferable;

     .  the offering price, if any, of the warrants;

     .  the date on which the right to exercise the warrants will commence and
        the date on which that right will expire;

     .  call provisions, if any, of the warrants;

     .  antidilution provisions, if any, of the warrants; and

     .  any other material terms of the warrants.

The description of warrants in the prospectus supplement will not
necessarily be complete and will be qualified in its entirety by
reference to the warrant agreement and warrant certificate relating
to the warrants being offered.

Exercise of Warrants

Each warrant will entitle the holder to purchase for cash that
principal amount of, or number of, securities, as the case may be,
at the exercise price set forth in, or to be determined as set forth in,
the applicable prospectus supplement relating to the warrants. If
mentioned in the relevant prospectus supplement, securities may
be surrendered as all or part of the exercise of the warrants. Unless
otherwise specified in the applicable prospectus supplement,
warrants may be exercised as indicated in the applicable
prospectus supplement at any time up to the close of business, New
York City time, on the expiration date set forth in the applicable
prospectus supplement. After the close of business, New York City
time, on the expiration date, unexercised warrants will become
void. Upon receipt of payment and the warrant certificate properly
completed and duly executed, we will, as soon as practicable, issue
the securities purchasable upon exercise of the warrant. If less than
all of the warrants represented by the warrant certificate are
exercised, a new warrant certificate will be issued for the
remaining amount of warrants.

                                        10
<PAGE>

No Rights of Security Holder Prior to Exercise

Before the exercise of their warrants, holders of warrants will not
have any of the rights of holders of the securities purchasable upon
the exercise of the warrants, and will not be entitled to, among
other things, vote or receive dividend payments or similar
distributions on the securities purchasable upon exercise.


                              DESCRIPTION OF UNITS

We may issue units to purchase one or more of the securities
referenced herein. The terms of such units will be set forth in a
prospectus supplement. The form of units and the applicable unit
agreement will be filed with the SEC and incorporated by
reference as exhibits to the registration statement of which this
prospectus is a part or as an exhibit to a Current Report on Form 8-
K. We encourage you to read the applicable unit agreement and
unit before you purchase any of our units.


                              PLAN OF DISTRIBUTION

We may, from time to time, sell any or all of our shares of
common stock on the OTCBB or any other stock exchange, market
or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed prices, prices that may be
changed, market prices at the time of sale, prices related to
prevailing market prices or negotiated prices.


                          VALIDITY OF THE SECURITIES

The validity of the issuance of the securities offered hereby will be
passed on for us by Harold  Paul, LLC.


                                   EXPERTS

The consolidated balance sheets of TOMI Environmental Solutions,
Inc. and subsidiary as of December 31, 2008 and 2007 and the
related consolidated statements of operations, shareholders'
deficiency and cash flows for the year ended December 31, 2008
and the period September 5, 2007 (inception) to December 31, 2007
and the period September 5, 2007 (inception) to December 31, 2008
have been incorporated by reference herein in reliance upon the
reports of Wolinetz, Lafazan & Company, P.C., independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.


                     WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the SEC.  You may read and copy any
document that we file at the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C.  20549.  You may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.  In addition, the SEC maintains
an Internet site at http://www.sec.gov, from which interested
persons can electronically access our SEC filings, including the
registration statement and the exhibits and schedules thereto.

The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information
to you by referring you to those documents.  The information
incorporated by reference is an important part of this
prospectus.  We incorporate by reference the documents listed
below:

(a) Annual Report on Form 10-K for the year ended December 31, 2008 filed
    on March 31, 2009;

(b) Quarterly Reports on Form 10-Q filed on May 15, 2009 and August 6, 2009; and

(c) Current Report on Form 8-K filed on March 2, 2009, May 20, 2009 and June
    30, 2009 (other than portions of these documents that are furnished under
    Item 2.02 or Item 7.01).

You may request a copy of these filings at no cost by writing or
telephoning the Company, 9454 Wilshire Blvd., Beverly Hills, CA
90212, (800) 525-1698.  You may also access the documents
incorporated by reference in this prospectus through our website
www.tomies.com. Except for the specific incorporated documents
listed above, no information available on or through our website
shall be deemed to be incorporated in this prospectus or the
registration statement of which it forms a part.

                                        11
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

                                                                        Amount
                                                                      To Be Paid
                                                                      ----------
     Registration fee                                                 $   5,580
     Transfer agent's fees                                                    *
     Printing expenses                                                        *
     Legal fees and expenses                                                  *
     Accounting fees and expenses                                             *
     Miscellaneous                                                            *
                                                                      ----------
          Total                                                               *
                                                                      ==========

* To be completed by amendment.


Item 14.  Indemnification of Directors and Officers.

Section 607of the Florida Corporation Law ("Section 607") permits
indemnification of officers and directors of a corporation under
certain conditions and subject to certain limitations. Section 607
also provides that a corporation has the power to maintain insurance
on behalf of its officers and directors against any liability asserted
against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against
such liability under the provisions of Section 607.

TOMI may enter into indemnification agreements with each of its
directors and executive officers and has purchased directors' and
officers' liability insurance. Generally, the indemnification
agreement attempts to provide the maximum protection permitted
by Florida law as it may be amended from time to time.  Under such
indemnification provisions, an individual will receive
indemnification for expenses, judgments, fines and amounts paid in
settlement if he or she is found to have acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interests of TOMI, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.

At present, there is no pending litigation or proceeding or any threatened
claim against any officers or directors that may result in a claim for
indemnification.


Item 15.  Recent Sales of Unregistered Securities.

None.


Item 16.  Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit
Number  Description
- ------- -----------

2.0     Agreement and Plan of Reorganization dated October 15, 2007** (1)
3.1     Restated Articles of Incorporation of TOMI Environmental Solutions, Inc.
3.2     Bylaws, as amended, of TOMI Environmental Solutions, Inc.
5.0     Opinion of Harold W. Paul, LLC*
10.1    Halden Shane Employment Contract** (2)
10.2    Agreement with S.C.O. Medallion Healthy Homes LTD dated
        February 23, 2008** (3)
14.0    Code of Ethics** (4)
23.1    Consent of Wolinetz, Lafazan & Company, P.C., Independent Registered
        Public Accounting Firm*

                                        12
<PAGE>

 *      To be filed by amendment.
** (1)  Incorporated by reference to Exhibit 2.0 to Form 10-KSB filed with the
        Securities and Exchange Commission on April 3, 2008.
** (2)  Incorporated by reference to Exhibit 10.1 to Form 10-K filed with the
        Securities and Exchange Commission on March 31, 2009.
** (3)  Incorporated by reference to Exhibit 10.1 to Form 10-KSB filed with the
        Securities and Exchange Commission on April 3, 2008.
** (4)  Incorporated by reference to Exhibit 14.0 to Form 10-K filed with the
        Securities and Exchange Commission on March 31, 2009.


Item 17.  Undertakings

The undersigned hereby undertakes:

1.  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

     i.   To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;
     ii.  To reflect in the prospectus any facts or events
          arising after the effective date of the registration
          statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement.
          Notwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed
          that which was registered) and any deviation from
          the low or high end of the estimated maximum
          offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to
          Rule 424(b) if, in the aggregate, the changes in
          volume and price represent no more than 20%
          change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table
          in the effective registration statement.
     iii. To include any material information with respect to
          the plan of distribution not previously disclosed in
          the registration statement or any material change to
          such information in the registration statement;

2.  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

3.  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

4.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referenced in Item 14 of this Registration Statement, or otherwise,
the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered hereunder, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.

5.   The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining any liability under the Securities Act of
          1933, the information omitted from the form of prospectus filed as
          part of this Registration Statement in reliance upon Rule 430A and
          contained in a form of prospectus filed by the Registrant pursuant to
          Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
          deemed to be part of this Registration Statement as of the time it was
          declared effective.

      (2)  For the purpose of determining any liability under the Securities Act
          of 1933, each post-effective amendment that contains a form of
          prospectus shall be deemed to be a new Registration Statement
          relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide
          offering thereof.

                                        13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Beverly Hills, State of California, on the 5th day of October, 2009.

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By: /s/ Halden Shane
    ------------------------------------------
    Name: Halden Shane
    Title: Principal Executive Officer,
           Principal Financial and Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

Signature                    Title                             Date
- ---------                    -----                             ----

/s/ Halden Shane             Principal Executive Officer       October 5, 2009
- -------------------------    Principal Financial and
Halden Shane                 Accounting Officer


/s/Richard Johnson           Secretary and Director            October 5, 2009
- -------------------------
Richard Johnson


/s/Willie Brown, Jr.         Director                          October 5, 2009
- -------------------------
Willie Brown, Jr.


/s/ Harold Paul              Director                          October 5, 2009
- -------------------------
Harold Paul

                                        14
<PAGE>

                                   EXHIBIT INDEX

Exhibit
Number  Description
- ------- -----------

2.0     Agreement and Plan of Reorganization dated October 15, 2007** (1)
3.1     Restated Articles of Incorporation of TOMI Environmental Solutions, Inc.
3.2     Bylaws, as amended, of TOMI Environmental Solutions, Inc.
5.0     Opinion of Harold W. Paul, LLC*
10.1    Halden Shane Employment Contract** (2)
10.2    Agreement with S.C.O. Medallion Healthy Homes LTD dated
        February 23, 2008** (3)
14.0    Code of Ethics** (4)
23.1    Consent of Wolinetz, Lafazan & Company, P.C., Independent Registered
        Public Accounting Firm*

  *     To be filed by amendment.
** (1)  Incorporated by reference to Exhibit 2.0 to Form 10-KSB filed with the
        Securities and Exchange Commission on April 3, 2008.
** (2)  Incorporated by reference to Exhibit 10.1 to Form 10-K filed with the
        Securities and Exchange Commission on March 31, 2009.
** (3)  Incorporated by reference to Exhibit 10.1 to Form 10-KSB filed with the
        Securities and Exchange Commission on April 3, 2008.
** (4)  Incorporated by reference to Exhibit 14.0 to Form 10-K filed with the
        Securities and Exchange Commission on March 31, 2009.

                                         15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>tomi-s1_restated.txt
<TEXT>

Exhibit 3.1

                             ARTICLES OF RESTATEMENT

	                               OF

                       TOMI ENVIRONMENTAL SOLUTIONS, INC.


To the Department of State
State of Florida

Pursuant to the provisions of the Florida Business Corporation Act, the
corporation hereinafter named (the "corporation") does hereby restate its
Articles of Incorporation.

1.  The name of the corporation is TOMI ENVIRONMENTAL SOLUTIONS, INC.

2.  The text of the Restated Articles of Incorporation of the corporation is
annexed hereto and made a part hereof.


                               *  *  *  *  *  *  *


                                   CERTIFICATE

It is hereby certified that:

1.  The annexed restatement (Restated Articles of Incorporation) does not
contain any amendment to the Articles of Incorporation of the corporation
requiring shareholder approval.

2.  The Board of Directors of the corporation adopted the annexed restatement
(Restated Articles of Incorporation).

                               *  *  *  *  *  *  *

Executed on October 5, 2009.

                                       TOMI ENVIRONMENTAL SOLUTIONS, INC.

                                         /s/ Halden Shane
                                       _______________________________________
                                       Name of officer: Halden Shane
                                       Title of officer: CEO

<PAGE>

                             ARTICLES OF RESTATEMENT

	                               OF

                       TOMI ENVIRONMENTAL SOLUTIONS, INC.


                                    ARTICLE I
                                      NAME

The name of the corporation is:  "TOMI Environmental Solutions, Inc."


                                   ARTICLE II
                                PRINCIPAL OFFICE

The principal street address is: 9454 Wilshire Blvd., Penthouse, Beverly Hills,
CA 90212.


                                   ARTICLE III
                                     PURPOSE

The purpose for which the corporation is organized is: To engage in any lawful
act or activity for which corporations may be organized under the Florida
Business Corporation Act.


                                    ARTICLE IV
                                      SHARES

The company is authorized to issue 75,000,000 common shares.  The par value of
the common shares remains $.01 par value per share.

The company is authorized to issue 1,000,000 shares of cumulative, convertible
$.01 Preferred A stock.  Preferred shares are convertible into common shares at
a conversion ratio of one share of preferred stock for one share of common
stock.  The Preferred A stock has no dividend attached.

The Company is authorized to issue 4,000 shares of Series B Preferred Stock. The
Series B Preferred Stock shall be convertible at an exchange rate of 200 common
shares for each Series B share and have a stated value per share of $1,000. The
Series B Stock shall carry a cumulative dividend of 7.5% per annum and shall be
senior in liquidation preference to the Common Stock and equal in liquidation
preference to all other authorized classes of Preferred Stock. The dividend is
payable in kind, at the election of the Company.

<PAGE>

                                     ARTICLE V
                            OFFICERS AND/OR DIRECTORS

                    Title: CEO
                    Name: Shane, Halden S
                    Address: 9454 Wilshire Blvd., Penthouse
                    City-St-Zip: Beverly Hills, CA 90212

                    Title: COO
                    Name: Johnson, Richard L
                    Address: 9454 Wilshire Blvd., Penthouse
                    City-St-Zip: Beverly Hills, CA 90212

                    Title: D
                    Name: Brown, Willie L Jr.
                    Address: 9454 Wilshire Blvd., Penthouse
                    City-St-Zip: Beverly Hills, CA 90212

                    Title: D
                    Name: Paul, Harold W
                    Address: 9454 Wilshire Blvd., Penthouse
                    City-St-Zip: Beverly Hills, CA 90212


                                    ARTICLE VI
                                 REGISTERED AGENT

The name and Florida street address of the registered agent is: Corporation
Service Company, 1201 Hays Street, Tallahassee, FL  32301.


                                   ARTICLE VII
                                  INCORPORATOR

The name and address of the Incorporator is: N/A


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>tomi-s1_bylaws.txt
<TEXT>

Exhibit 3.2

                                     BYLAWS

                                       OF

                       TOMI ENVIRONMENTAL SOLUTIONS, INC.

                            (a Florida corporation)

                                     _______


                                    ARTICLE I

                                  SHAREHOLDERS

                1.  SHARE CERTIFICATES.  Certificates evidencing
fully-paid shares of the corporation shall set forth thereon the statements
prescribed by Section 607.0625 of the Florida Business Corporation Act
("Business Corporation Act") and by any other applicable provision of law,
must be signed, either manually or in facsimile, by any one of the following
officers:  the President, a Vice President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or by any officer
designated by the Board of Directors, and may bear the corporate seal or
its facsimile.  If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.

                2.  FRACTIONAL SHARES OR SCRIP.  The
corporation may:  issue fractions of a share or pay in money the fair value
of fractions of a share; make arrangements, or provide reasonable
opportunity, for any person entitled to or holding a fractional interest in a
share to sell such fractional interest or to purchase such additional
fractional interests as may be necessary to acquire a full share; and issue
scrip in registered or bearer form, over the manual or facsimile signature of
an officer of the corporation or its agent, entitling the holder to receive a
full share upon surrendering enough scrip to equal a full share.  Each
certificate representing scrip must be conspicuously labeled "scrip" and
must contain the information required by of Section 607.0625 of the
Business Corporation Act.  The holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon
liquidation.  The holder of scrip is not entitled to any of these rights unless
the scrip provides for them.  The Board of Directors may authorize the
issuance of scrip subject to any condition considered desirable, including
(a) that the scrip will become void if not exchanged for full shares before a
specified date; and (b) that the shares for which the scrip is exchangeable
may be sold and the proceeds paid to the scripholders.

                3.  SHARE TRANSFERS.  Upon compliance with any
provisions restricting the transferability of shares that may be set forth in
the articles of incorporation, these Bylaws, or any written agreement in
respect thereof, transfers of shares of the corporation shall be made only on
the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a transfer agent or a registrar
and on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any.  Except as may be
otherwise provided by law or these Bylaws, the person in whose name
shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the corporation, shall be
so expressed in the entry of transfer.

                4.  RECORD DATE FOR SHAREHOLDERS.  For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders to demand a special meeting, or to take any other
action, the Board of Directors, of the corporation may fix a date as the
record date for any such determination of shareholders, such date in any
case to be not more than seventy days before the meeting or action
requiring such determination of shareholders.  A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is adjourned to a
date more than one hundred twenty days after the date fixed for the original
meeting.

                5.  MEANING OF CERTAIN TERMS.  As used herein in
respect of the right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or dissent in writing
in lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares
and to a holder or holders of record of outstanding shares when the
corporation is authorized to issue only one class of shares, and said
reference is also intended to include any outstanding share or shares and
any holder or holders of record of outstanding shares of any class upon
which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon
whom the Business Corporation Act confers such rights notwithstanding
that the articles of incorporation may provide for more than one class or
series of shares, one or more of which are limited or denied such rights
thereunder.

                6.  SHAREHOLDER MEETINGS.

                - TIME.  The annual meeting shall be held on the date fixed
from time to time by the directors.  A special meeting shall be held on the
date fixed from time to time by the directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.

                - PLACE.  Annual meetings and special meetings shall be
held at such place in or out of the State of Florida as the directors shall
from time to time fix.

                - CALL.  Annual meetings may be called by the directors
or the Chairman of the Board of Directors, the Vice Chairman of the Board
of Directors, the President, or the Secretary or by any officer instructed by
the directors or the President to call the meeting.  Special meetings may be
called in like manner.

                - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
The corporation shall notify shareholders of the
date, time, and place of each annual and special shareholders' meeting.
Such notice shall be no fewer than ten nor more than sixty days before the
meeting date.  Unless the Business Corporation Act or the articles of
incorporation require otherwise, notice of an annual meeting need not
include a description of the purpose or purposes for which the meeting is
called.  Notice shall be given in the manner provided in Section 607.0141
of the Business Corporation Act, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting.  Notice of a special
meeting must include a description of the purpose or purposes  for which
the meeting is called.  Unless the Business Corporation Act or the articles
of incorporation require otherwise, the corporation is required to give
notice only to shareholders entitled to vote at the meeting.  A shareholder
may waive any notice required by the Business Corporation Act, the
articles of incorporation, or the Bylaws before or after the date and time
stated in the notice.  The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records.  A
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting; or waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

                - VOTING LIST FOR MEETING.  After fixing a record
date for a meeting, the corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group, with the address of and number and
class and series, if any of shares held by each shareholder.  The
shareholders' list must be available for inspection by any shareholder, for a
period of ten days prior to the meeting or such shorter time as exists
between the record date and the meeting and continuing through the
meeting at the corporation's principal office, or at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar.  A shareholder, the
shareholder's agent or attorney is entitled on written demand to inspect the
list subject to the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business hours and at his
or her expense, during the period it is available for inspection.  The
corporation shall make the shareholders' list available at the meeting, and
any shareholder, or the shareholder's agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.

                - CONDUCT OF MEETING.  Meetings of the
shareholders shall be presided over by one of the following officers in the
order of seniority and if present and acting - the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President, a Vice
President, if any, or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders.  The Secretary of
the corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but, if neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall appoint a secretary
of the meeting.

                - PROXY REPRESENTATION.  A shareholder may
appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by shareholder's attorney-in-fact.
An appointment of a proxy is effective when received by the Secretary or
other officer or agent authorized to tabulate votes.  An appointment is valid
for up to eleven months, unless a longer period is expressly provided in the
appointment form.  An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.

                - SHARES HELD BY NOMINEES.  The corporation
may establish a procedure by which the beneficial owner of shares that are
registered in the name of a nominee is recognized by the corporation as the
shareholder.  The extent of this recognition may be determined in the
procedure.

                - QUORUM.  Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of the votes
entitled to be cast on a matter by a voting group constitutes a quorum of
that voting group for action on that matter.  Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter.  Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.

                - VOTING.  Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present.  If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the articles of incorporation or the Business
Corporation Act requires a greater number of affirmative votes.

		7.  ACTION WITHOUT MEETING.  Unless otherwise
provided in the articles of incorporation, action required or permitted by
the provisions of the Business Corporation Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without
prior notice, and without a vote if the action is taken by the holders of
outstanding stock of each voting group entitled to vote thereon having not
less than the minimum number of votes with respect to each voting group
that would be necessary to authorize or take such action at a meeting at
which all voting groups and shares entitled to vote thereon were present
and voted.  In order to be effective the action must be evidenced by one or
more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of each voting group
entitled to vote thereon, and delivered to the corporation by delivery to its
principal office in the State of Florida, its principal place of business, the
corporate Secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded.  No written consent shall be effective to take the corporate
action referred to therein, unless within sixty days of the date of the
earliest dated consent delivered in the manner required by Section 607.0704
of the Business Corporation Act, written consents signed by holders of shares
having the number of votes required to take action are delivered to the
corporation by delivery as set forth in Section 607.0704 of the Florida
Business Corporation Act.  Action under this paragraph be subject to the
requirements of Section 607.0704 of the Business Corporation Act.

                                   ARTICLE II

                               BOARD OF DIRECTORS

                1.  FUNCTIONS GENERALLY - COMPENSATION.
All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under the direction of,
a Board of Directors.  The Board may fix the compensation of directors.

                2.  QUALIFICATIONS AND NUMBER.  A director
must be a natural person who is at least eighteen years of age, but need not
be a shareholder, a citizen of the United States, or a resident of the State of
Florida.  The initial Board of Directors shall consist of 3 persons, which
shall be the number of directors until changed. Thereafter, the number of
directors shall not be less than 3 nor more than 7.  The number of directors
may be fixed or changed from time to time by the shareholders.  If not so
fixed, the number shall be 3.  The number of directors shall never be less
than one.

                3.  TERMS AND VACANCIES.  The terms of the initial
directors of the corporation expire at the first shareholders' meeting at
which directors are elected.  The terms of all other directors expire at the
next annual shareholders' meeting following their election unless their terms
are staggered pursuant to the provisions of Section 607.0806.  A decrease
in the number of directors does not shorten an incumbent director's term.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected.  Despite the expiration
of a director's term, the director continues to serve until his or her
successor is elected and qualifies or until there is a decrease in the number
of directors.  Whenever a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, it
may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, or by the
shareholders, unless the articles of incorporation provide otherwise.

                4.  MEETINGS.

                - TIME.  Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.

                - PLACE.  The Board of Directors may hold regular or
special meetings in or out of the State of Florida at such place as shall be
fixed by the Board.

                - CALL.  No call shall be required for regular meetings for
which the time and place have been fixed.  Special meetings may be called
by or at the direction of the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, of the President, or of a majority of the
directors in office.

                - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  Regular meetings
of the Board of Directors may be held without notice of the date, time,
place, or purpose of the meeting.  Written, or oral, notice of the time and
place shall be given for special meetings in sufficient time for the
convenient assembly of the directors thereat.  The notice of a special
meeting need not describe the purpose of the meeting.  Notice of a meeting
of the Board of Directors need not be given to any director who signs a
waiver of notice either before or after the meeting.  Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and
a waiver of any and all objection to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting
is not lawfully called or convened.

                - QUORUM AND ACTION.  A quorum of the Board of
Directors consists of a majority of the number of directors prescribed in or
fixed in accordance with these Bylaws.  If a quorum is present when a vote
is taken, the affirmative vote of a majority of directors present is the act of
the Board of Directors.  The Board of Directors may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through use of, any means of communication by which all
directors participating may simultaneously hear each other during the
meeting.   A director participating in a meeting by this means is deemed to
be present in person at the meeting.

                - CHAIRMAN OF THE MEETING.  Meetings of the
Board of Directors shall be presided over by the following directors in the
order of seniority and if present and acting - the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President, or any other
director chosen by the Board.

                5.  REMOVAL OF DIRECTORS.  The shareholders may
remove one or more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business Corporation Act.

                6.  COMMITTEES.  The Board of Directors by resolution
adopted by a majority of the full Board of Directors, may designate from
among its members an executive committee and one or more other
committees each of which, to the extent provided in such resolution or in
the articles of incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such authority as may not
be delegated under the Business Corporation Act.  Each committee may
have two or more members, who serve at the pleasure of the Board of
Directors.    The provisions of Sections 607.0822, 607.0823, and 607.0824
of the Business Corporation Act, which govern meetings, notice and
waiver of notice, and quorum and voting requirements, apply to
committees and their members as well.

                7.  ACTION WITHOUT MEETING.  Action required or
permitted by the Business Corporation Act to be taken at a Board of
Directors' meeting or committee meeting may be taken without a meeting if
the action is taken by all members of the Board or of the committee.  The
action must be evidenced by one or more written consents describing the
action taken, signed by each director or committee member.  Action taken
under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective date.

                                  ARTICLE III

                                    OFFICERS

                The corporation shall have a President, and a Secretary,
and such other officers as may be deemed necessary, who may be
appointed by the directors.  The same individual may simultaneously hold
more than one office in the corporation.

                A duly appointed officer may appoint one or more officers
or assistant officers if authorized by the Board of Directors.

                Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of
an officer authorized by the Board of Directors to prescribe the duties of
other officers; provided, that the Secretary shall have the responsibility for
preparation and custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.

                The Board of Directors may remove any officer at any time
with or without cause.


                                   ARTICLE IV

                          REGISTERED OFFICE AND AGENT

                The address of the initial registered office of the
corporation and the name of the initial registered agent of the corporation
are set forth in the original articles of incorporation.


                                    ARTICLE V

                                 CORPORATE SEAL

                The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine or the law require.



                                   ARTICLE VI

                                  FISCAL YEAR

                The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.



                                   ARTICLE VII

                               CONTROL OVER BYLAWS

                The Board of Directors may amend or repeal these Bylaws
unless the articles of incorporation or the Business Corporation Act
reserves this power exclusively to the shareholders in whole or in part, or
the shareholders in amending or repealing the Bylaws generally or a
particular Bylaw provision provide expressly that the Board of Directors
may not amend or repeal the Bylaws, generally or that Bylaw provision.
The shareholders may amend or repeal these Bylaws even though the
Bylaws may also be amended or repealed by the Board of Directors.  No
provision of this Article shall be construed as purporting to negate the
requirements of Section 607.1201 of the Business Corporation Act.


                I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of TOMI ENVIRONMENTAL
SOLUTIONS, INC., a corporation of the State of Florida, as in effect on
the date hereof.

                WITNESS my hand and the seal of the corporation.

Dated:  November 2, 2007

						           /s/ Richard
Johnson, Esq.

	____________________________________________________
				Secretary of TOMI ENVIRONMENTAL
SOLUTIONS, INC.



(SEAL)



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