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