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<SEC-DOCUMENT>0001170022-10-000011.txt : 20100517
<SEC-HEADER>0001170022-10-000011.hdr.sgml : 20100517
<ACCEPTANCE-DATETIME>20100517172112
ACCESSION NUMBER:		0001170022-10-000011
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20100331
FILED AS OF DATE:		20100517
DATE AS OF CHANGE:		20100517

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09908
		FILM NUMBER:		10840107

	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>10-Q
<SEQUENCE>1
<FILENAME>tomi-10q_033110.txt
<TEXT>


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

                                   FORM 10-Q

(Mark One)

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

     For the quarterly period ended March 31, 2010

                                      or

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

     For the transition period from _____ to _____

Commission file number 000-09908

                        TOMI Environmental Solutions, Inc.
________________________________________________________________________________
              (Exact name of registrant as specified in its charter)

             Florida                                      59-1947988
________________________________________________________________________________
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

             9454 Wilshire Blvd., Penthouse, Beverly Hills, CA 90212
________________________________________________________________________________
               (Address of principal executive offices) (Zip Code)

                                 (800) 525-1698
________________________________________________________________________________
               (Registrant's telephone number, including area code)

                                 Not Applicable
________________________________________________________________________________
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]  No [ ]

<PAGE>

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T  during the
preceding 12 months (or such shorter period that the registrant was required to
submit and post such files).   Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of May 10, 2010 had 35,277,480 shares of common stock outstanding.

<PAGE>

        FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED MARCH 31, 2010

                               TABLE OF CONTENTS

                                                                            Page
PART I - FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS                                               2

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                               12

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        15

   ITEM 4.  CONTROLS AND PROCEDURES                                           15


PART II - OTHER INFORMATION

   ITEM 1.  LEGAL PROCEEDINGS                                                 15

   ITEM 1A. RISK FACTORS                                                      15

   ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS       15

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                   16

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               16

   ITEM 5.  OTHER INFORMATION                                                 16

   ITEM 6.  EXHIBITS                                                          16

                                        1

<PAGE>

                         PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                      TOMI Environmental Solutions, Inc.
                          CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                               March 31, 2010      December 31, 2009
                                                             ------------------    -----------------
<S>                                                          <C>                   <C>
                           ASSETS
                           ------
Current Assets:
- ---------------
   Cash and Cash Equivalents                                 $             863     $         13,126
   Investment - Restricted                                           3,563,062            3,563,062
   Accounts Receivable                                                   6,654               11,660
   Notes Receivable                                                     95,000               75,000
   Deferred Cost                                                             -              122,576
   Prepaid Assets                                                        2,428                2,751
                                                             ------------------    -----------------
        Total Current Assets                                         3,668,007            3,788,175
                                                             ------------------    -----------------
Property and Equipment - net                                           248,596              306,633
                                                             ------------------    -----------------
Other Assets:
- -------------
   Intangible Assets, net                                               99,989              102,767
   Security Deposits                                                     5,416                5,416
                                                             ------------------    -----------------
        Total Other Assets                                             105,405              108,183
                                                             ------------------    -----------------
TOTAL ASSETS                                                 $       4,022,008     $      4,202,991
                                                             ==================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
- --------------------
   Accounts Payable and Accrued Expenses                     $         164,170     $        118,124
   Accrued Officers Compensation                                       892,419              827,868
   Notes Payable - Current Portion                                      31,337               45,896
   Deferred Revenue                                                          -              199,022
   Obligations to be settled through issuance of common stock          250,000              268,500
   Dividends Payable on Preferred Convertible Stock                    265,787              205,685
                                                             ------------------    -----------------
        Total Current Liabilities                                    1,603,713            1,665,095

Long-term Liabilities:
- ----------------------
   Non-Current Portion of Notes Payable - Other                          8,292               20,468
                                                             ------------------    -----------------
        Total Liabilities                                            1,612,005            1,685,563
                                                             ------------------    -----------------

COMMITMENTS AND CONTINGENCIES                                                -                    -

Stockholders' Equity:
- ---------------------

   Cumulative Convertible Series A Preferred Stock,
   $0.01 par value, 1,000,000 shares authorized,
   510,000 shares issued and outstanding at
   March 31, 2010 and December 31, 2009.                                 5,100                5,100

   Cumulative Convertible Series B Preferred Stock,
   $1,000 stated value, 7.5% cumulative dividend,
   4,000 shares authorized, 3,250 shares issued and
   outstanding at March 31, 2010 and December 31, 2009.              3,250,000            3,250,000

   Common Stock, $.01 par value, 75,000,000 shares
   authorized; 35,277,480 shares issued and outstanding
   at March 31, 2010 and December 31, 2009.                            352,774              352,774

   Additional Paid-in Capital                                        9,623,618            9,683,721

   Accumulated Deficit                                              (9,859,905)          (9,489,312)

   Deferred compensation                                              (961,584)          (1,284,855)
                                                             ------------------    -----------------
        Total Stockholders' Equity                                   2,410,003            2,517,428
                                                             ------------------    -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $       4,022,008     $      4,202,991
                                                             ==================    =================

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

</TABLE>
                                        2

<PAGE>

                      TOMI Environmental Solutions, Inc.
               CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>

                                                          For the Three Months Ended
                                                       March 31, 2010   March 31, 2009
                                                       --------------   --------------
<S>                                                    <C>              <C>
Net Revenues                                           $     271,045    $       5,890
Cost of Sales                                                127,885                -
                                                       --------------   --------------
Gross Profit                                                 143,160            5,890
                                                       --------------   --------------

Costs and Expenses:
- -------------------
   Professional Fees                                          40,016          295,092
   Other General and Administrative Expenses                 538,729          482,393
   Management and Consulting Fees                                  -      (18,312,558)
                                                       --------------   --------------
      Total Costs and Expenses                               578,745      (17,535,073)
                                                       --------------   --------------

Income (Loss) from Operations                               (435,585)      17,540,963
                                                       --------------   --------------

Other Income (Expenses):
- ------------------------
   Interest expense                                           (2,374)	       (2,375)
   Other income                                               67,366                -
                                                       --------------   --------------
      Total Other Income (Expense)                            64,992   	       (2,375)
                                                       --------------   --------------
Net Income (Loss)                                      $    (370,593)   $  17,538,228
                                                       ==============   ==============

Income (Loss) attributable to common stockholders
   Net Income (Loss)                                   $    (370,593)   $  17,538,228
   Preferred stock dividend                                   60,103           22,038
                                                       --------------   --------------
   Income (Loss) atributable to common stockholders    $    (430,696)   $  17,516,190
                                                       ==============   ==============

Net Income (Loss) per Common Share - Basic             $       (0.01)   $        0.51
                                                       ==============   ==============
Net Income (Loss) per Common Share - Diluted           $       (0.01)   $        0.49
                                                       ==============   ==============
Weighted Average Common Shares Outstanding - Basic        35,277,480       34,527,170
                                                       ==============   ==============
Weighted Average Common Shares Outstanding - Diluted      35,277,480       35,687,170
                                                       ==============   ==============

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

</TABLE>
                                        3

<PAGE>

                      TOMI Environmental Solutions, Inc.
                CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                             For the Three Months Ended
                                                                           March 31, 2010   March 31, 2009
                                                                           --------------   --------------
<S>                                                                        <C>              <C>
OPERATING ACTIVITIES
- --------------------

    Net Income (Loss)                                                      $    (370,593)   $  17,538,229

     Adjustments to reconcile net income (loss) to net
      cash (used) by operating activities:
         Depreciation and amortization                                            20,403           20,987
         Amortization Intangible Assets                                            2,778                -
         Bad debt expense                                                          5,870            3,900
         Common and Preferred Stock Issued for Services                                -          129,405
         Amortization of Deferred Compensation                                   323,271                -
         Management and Consulting Fees                                                -      (18,312,558)
         Decrease in deferred revenue                                           (199,022)               -
         Gain on sale of equipment                                               (67,366)               -

     Changes in Operating Assets and Liabilities:
         Increase in Security deposits                                                 -              (10)
         (Increase) decrease in Accounts Receivable                                 (865)             689
         Decrease in Prepaids and other current assets                           122,899	    4,376
         Increase in Accounts Payable and Accrued Liabilities                    110,597          336,837
         Decrease in Obligation to Issue Common Stock                            (18,500)               -
                                                                           --------------   --------------
    Net Cash (Used) in Operating Activities                                      (70,528)        (278,145)
                                                                           --------------   --------------

INVESTING ACTIVITIES
- --------------------
         Purchase of Restricted Investment                                             -       (3,250,000)
         Capital Expenditures                                                          -           (8,871)
         Purchase from Sale of Equipment                                         105,000                -
                                                                           --------------   --------------
    Net Cash (Used) in Investing activities                                      105,000       (3,258,871)
                                                                           --------------   --------------
FINANCING ACTIVITIES
- --------------------
     Payment for Notes Receivables                                               (20,000)               -
     Proceeds from Sale of Common Stock                                                -        1,750,000
     Expense of private placement                                                      -         (200,000)
     Proceeds from Sale of Cumulative Convertible Series B Preferred Stock             -        3,250,000
     Payments of Notes Payable - Other (Net)                                     (26,735)         (10,610)
                                                                           --------------   --------------
    Net Cash (Used) Provided by Financing Activities                             (46,735)       4,789,390
                                                                           --------------   --------------


NET CHANGE IN CASH AND CASH EQUIVALENTS                                          (12,263)       1,252,374
                                                                           --------------   --------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                   13,126          367,697
                                                                           --------------   --------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                  $         863    $   1,620,071
                                                                           ==============   ==============

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

</TABLE>
                                        4

<PAGE>
                      TOMI Environmental Solutions, Inc.
               CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                                For the Three Months Ended
                                                                            March 31, 2010        March 31, 2009
                                                                         -------------------   -------------------
<S>                                                                      <C>                   <C>
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid during the period for:

     Interest expense                                                    $            2,374    $            2,735
                                                                         ===================   ===================
     Income taxes                                                        $                -    $                -
                                                                         ===================   ===================
Supplemental Disclosures of Cash Flow Information:
- --------------------------------------------------

     Non Cash Financing Activities:

          Issuance of Common Stock for payment of accounts payable       $                -    $           46,670
                                                                         ===================   ===================

          Dividends payable on preferred stock                           $           60,103    $           22,038
                                                                         ===================   ===================

          Reversal of dividends payable on preferred stock - Series A    $                -    $          (90,667)
                                                                         ===================   ===================

          Change in stated value on preferred stock - Series A           $                -    $      (12,744,900)
                                                                         ===================   ===================

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

</TABLE>
                                        5

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS

TOMI Environmental Solutions, Inc. (formerly "The Ozone Man, Inc.") (The
"Company" or "TOMI") provides green, energy-efficient environmental solutions
for infectious disease control and air remediation through inspection, air
quality testing, training and treatment using our premier platform of UV Ozone
generation services, products and technologies.  Our focus to combat Hospital
infection control was recently enhanced with the addition of (MRA) TM - Magnetic
Resolution Activation product line as an additional cost effective method to
control the spread of infectious disease.

Our products and services cover a broad spectrum of commercial structures
including office buildings, medical facilities, hotels, single homes, multi-unit
residences and schools. Our products and services have also been used in
restaurants and dairies.

During the second quarter of 2009, the Company exited the status of development
stage enterprise.  The Company commenced its planned principal operations and
earned revenues during the quarter ended June 30, 2009.  The Company changed its
name to TOMI Environmental Solutions, Inc.


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The Company had limited revenues during the year ended December 31, 2009 and
during the quarter ended March 31, 2010.  The Company has not been able to
generate positive cash from operations for the years ended December 31, 2009 and
2008 and quarter ended March 31, 2010.  In addition, the Company incurred a net
loss of $370,593 for the quarter ended March 31, 2010 and after giving effect to
the rescission transaction (see Note 9), the Company has a negative working
capital and stockholder deficiency.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company plans on funding operations and liquidity needs from licensing
arrangements, debt financing and continuing to raise funds through the sale of
its common stock.

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

Accordingly, the Company's existence is dependent on management's ability to
develop profitable operations and resolve its liquidity problems.  The
accompanying financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to
continue as a going concern.
                                         6

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The interim consolidated financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without an audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC).  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.  These consolidated interim
financial statements should be read in conjunction with the financial statements
of the Company for the year ended December 31, 2009 and notes thereto which are
included in the Form 10-K previously filed with the SEC on April 15, 2010. The
Company follows the same accounting policies in the preparation of interim
reports.


Principles of Consolidation

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


Restricted Investment

The restricted investment in the amount of $3,563,062 at March 31, 2010 is
carried at net realizable value (See Note 9).


Reclassification of Accounts

Certain reclassifications have been made to prior-year comparative financial
statements to conform to the current year presentation. These reclassifications
had no effect on previously reported results of operations or financial
position.


Income (Loss) Per Share

The computation of income (loss) per share is based on the weighted average
number of common shares outstanding during the periods presented. Diluted income
(loss) per common share is computed based on the weighted average number of
common shares outstanding plus the dilutive effect of common stock equivalents.
For the three months ended March 31, 2010, diluted loss per common share is the
same as basic loss per common share because the effect of any potentially
dilutive securities outstanding (convertible Series of stock, options and
warrants) would be anti-dilutive and has therefore, been excluded from the
computation.  For the three months ended March 31, 2009, diluted earnings per
common stock was calculated after consideration of common stock equivalents.
For the quarter ended March 31, 2010 and 2009, there were common stock
equivalents of 510,000 shares of Convertible Series A Preferred Stock
outstanding at a conversion rate of one common shares for every preferred share
(510,000 common shares) and 3,250 Series B Convertible Preferred Stock at a
conversion rate of two hundred common shares for every preferred share (650,000
common shares).    The common stock issued and outstanding has been included for
all presented periods with respect to the effect of the recapitalization.

                                         7

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

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


New Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements.  This guidance amends the disclosure requirements related to
recurring and nonrecurring fair value measurements and requires new disclosures
on the transfers of assets and liabilities between Level 1 (quoted prices in
active market for identical assets or liabilities) and Level 2 (significant
other observable inputs) of the fair value measurement hierarchy, including the
reasons and the timing of the transfers. Additionally, the guidance requires a
roll forward of activities on purchases, sales, issuance and settlements of the
assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). The guidance became effective for the reporting period
beginning January 1, 2010, except for the disclosure on the roll forward
activities for Level 3 fair value measurements, which will become effective for
the reporting period beginning January 1, 2011. The Company's adoption of this
updated guidance was not significant to our consolidated financial statements.

In February 2010, the FASB issued updated guidance related to subsequent events.
As a result of this updated guidance, public filers must still evaluate
subsequent events through the issuance date of their financial statements;
however, they are not required to disclose the date in which subsequent events
were evaluated in their financial statements disclosures.  This amended guidance
became effective upon its issuance on February 24, 2010 at which time the
Company adopted this updated guidance.


NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                      March 31, 2010         December 31, 2009
                                    ------------------       -----------------
                                        (Unaudited)
                                    ------------------

     Furniture and fixture          $          16,877        $         16,877
     Equipment                                173,630                 188,734
     Vehicles                                 175,423                 219,766
                                    ------------------       -----------------
                                              365,930                 425,377
     Less: Accumulated depreciation           117,334                 118,744
                                    ------------------       -----------------
                                    $         248,596        $        306,633
                                    ==================       =================

                                        8

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation was $20,403 and $20,987 for the three months ended March 31, 2010
and 2009, respectively.


NOTE 4: INTANGIBLE ASSETS

On February 23, 2008 the Company purchased from S.C.O. Medallion Healthy Homes
LTD all intellectual property for the Medallion methodology system for $60,000.
On April 18, 2008 the Company purchased intellectual property from Air Testing
and Design, Inc. for $50,000. The property purchased includes patents,
trademarks, literature, drawings, schematics, vendor lists and rights to
purchase and resell equipment and other proprietary and intellectual property
associated with the ozone generators manufactured by the seller.

The Company began amortizing the intangible assets during the second quarter of
2009 over the estimated useful life of ten years.  The Company recorded
amortization expense of $2,778 during the three months ended March 31, 2010.
These assets are tested for impairment annually or if certain circumstances
indicate a possible impairment may exist in accordance with ASC 350,
Intangibles - Goodwill and Other. The carrying value of these assets is assessed
at least annually and an impairment charge is recorded if appropriate.  As of
March 31, 2010 there was no impairment.


NOTE 5: LONG TERM DEBT

The Company finances five field service vehicles using notes with various terms
that are recorded in the financial statements as notes payable. The notes expire
at various times through March 2012 and have interest rates from 8.8% to 10.1%
per annum and payable in monthly installments of $4,448 including principal and
interest and due by March, 2012.  The remaining notes payable amount will mature
through 2012 as follows:  2010 - $29,394, 2011 - $8,077, 2012 - $2,158. Each
note is secured by the vehicle acquired.

                                      March 31, 2010         December 31, 2009
                                    ------------------       -----------------
                                        (Unaudited)
                                    ------------------

     Total Vehicle Notes            $         36,629         $         66,364
     Less: Current Portion                    31,337                   45,896
                                    ------------------       -----------------
     Long term Portion              $          8,292         $         20,468
                                    ==================       =================


NOTE 6:  RELATED PARTY

On November 16, 2008, the Company entered into an employment agreement with its
President and CEO, Dr. Halden Shane, ("Employment Agreement").  As of September
30, 2009, the Company has accrued $892,419 for unpaid wages under the employment
agreement.  On September 18, 2009, the Board of Directors accepted an offer by
Dr. Halden Shane to forego $150,000 in unpaid wages.  The foregone compensation
has been recorded as an increase to additional paid-in capital.

                                        9

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On September 18, 2009, the Board of Directors granted 75,000 Shares of the
Company's common stock, valued at $146,250, to Dr. Halden Shane.   The common
shares were valued based on the closing price per common share at the date of
grant.  The common shares vest after two years of employment from the date of
grant.  The fair market value of the unvested shares has been recorded as
deferred compensation at September 30, 2009.  As of  March 31, 2010, $38,620 of
the deferred compensation had been amortized and deferred compensation is
$107,630.

On December 15, 2008 the Board of Directors approved the issuance of 510,000
shares of the Company's Series A Preferred Stock to Tiger Management, LLC, a
limited liability company wholly owned by the Company's CEO. The shares were
issued for management services performed by Tiger Management, LLC in 2007 and
2008 and were convertible into five shares of the Company's common stock at the
holder's option.  The Company recorded a non-cash expense of $20,400,000 in
management and consulting fees during the year ended December 31, 2008, for
services rendered based on the fair value of the underlying common stock. The
fair value was determined using the price of the stock on the date the board
approved the issuance.

On March 31, 2009, the Company and Tiger Management, LLC amended the management
service agreement to include the vesting period for the Series A Preferred Stock
issued.  The vesting period was established as June 2007 through December 31,
2010 and until the Company had reached at least one million dollars in annual
gross revenue.  The Series A Preferred Stock issued to the CEO was also amended
to remove dividends; therefore, dividends accrued of $90,667 at December 31,
2008 were reversed during the three months ended March 31, 2009.

The Company's Board of Directors' amended its articles of incorporation on March
31, 2009 to reduce the conversion rate to common stock for its Series A
Preferred Stock from five shares to one and to reduce the par value per share of
Series A Preferred Stock to $0.01 from $25.  As a result, of both the
establishment of a vesting period and the change in conversion rate, the Company
has recorded $18,312,558 in compensation credit for equity issuance during the
first quarter of 2009.  The Company had previously recorded $20,400,000 in other
general and administrative expenses during the year ended December 31, 2008.  At
March 31, 2010, the Company has recorded $853,954 in deferred compensation
related to the vesting feature and this deferred amount will be amortized over
the remaining 9 month period.  Amortization of deferred compensation was
$284,651 for the three months ended March 31, 2010.  The fair value was
determined using the price of the stock on the date the board approved the
amendment to the agreement.   All share and per share data have been
retroactively adjusted to reflect the recapitalization.


NOTE 7:  COMMITMENTS AND CONTINGENCIES

The Company is subject to a legal proceeding and claim which has arisen in the
ordinary course of its business.  This action, when finally concluded and
determined, will not in the opinion of management, have a material adverse
effect upon the financial position, liquidity and results of operations of the
Company.
                                        10

<PAGE>

                       TOMI Environmental Solutions, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8: NOTES RECEIVABLES

The Company executed two promissory notes with Adtec in the amount of $75,000
and $20,000 on November 23, 2009 and February 2010. The first note is due on or
before November 30, 2010 and the second note is due on or before February 2011.
The notes bear interest of 8% per annum.  In the event of default, the Company
is entitled to receive seven foggers at no charge or to deduct any unpaid
amounts from the acquisition of the remaining 81% of Adtec.


NOTE 9: SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 17, 2010.

On April 13, 2010, the Company's Board of Directors rescinded the transaction
entered into in February 2009 with Taurus Global Opportunity Fund, canceled the
Series B stock and 350,000 common shares and paid the holders $3,563,062 from
the proceeds of the restricted investment.  (See Note 6)

The accrued dividends on the Series B will stop upon the effective date of the
cancellation of the agreement on April 13, 2010 and the accrued dividend of
$265,787 will be reversed into additional paid in capital.

On April 26, 2010, the Company executed a Secured Convertible Notes Payable in
the amount of $60,000.  The note bears interest of 8% and is convertible to
common shares.  The Company has reserved 608,122 common shares under the
promissory notes.

                                         11

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In this report references to "TOMI" "we," "us," and "our" refer to TOMI
Environmental Solutions, Inc.


           SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies to disclose
forward-looking information so that investors can better understand future
prospects and make informed investment decisions.  This report contains these
types of statements.  Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or financial
performance identify forward-looking statements.  You are cautioned not to place
undue reliance on the forward-looking statements, which speak only as of the
date of this report.  All forward-looking statements reflect our present
expectation of future events and are subject to a number of important factors
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements.


Overview of the Business

TOMI Environmental Solutions, Inc. (formerly "The Ozone Man, Inc.") (The
"Company" or "TOMI") provides green, energy-efficient environmental solutions
for infectious disease control and air remediation through inspection,
airquality testing, training and treatment using our premier platform of UV
Ozone generation services, products and technologies.  Our focus to combat
Hospital infection control was recently enhanced with the addition of (MRA) TM -
Magnetic Resolution Activation product line as an additional cost effective
method to control the spread of infectious disease and can also be used after a
biological attack of our homeland.

Our products and services cover a broad spectrum of commercial structures
including office buildings, medical facilities, hotel, single homes, multi-unit
residences and schools. Our products and services have also been used in
restaurants and dairies.

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 five service hubs around the
country 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, we exited the status of development stage
enterprise because we commenced our planned principal operations and because we
earned revenues during the quarter ended June 30, 2009.

We purchased 19% of the outstanding interests of Advanced Disinfectant
Technologies LLC ("Adtec") in October 2009 for 190,000 shares of our common
stock and we have entered into a letter of intent to purchase the remaining
interest of 81% in Adtec.  Although Adtec has had minimal revenues to date, as
it has essentially been a research and development company, we believe its
hydroxal mist fogger will be an integral part of our product line. Adtec's
advantage over its competitors rests in the efficiency of its fogger as it
disinfects quicker and therefore cuts down labor costs. Further, its hydrogen
peroxide concentration is four times less than others and is not caustic to
electronic equipment.

                                         12

<PAGE>

On November 15, 2009, we executed a license/sales agreement with Degmor
Industries, a leading environmental remediation firm based in New York City with
expertise in facility restoration after disaster related and environmental
contamination. Degmor has been servicing a broad array of clients in the New
York metro area for more than twenty years. Under the terms of the agreement, we
granted Degmor a license for our Ultraviolet byproduct free ozone generator,
High Tech Hydroxyl Mist Ultra-D Disinfection Systems and our UVGI and Filtration
Products to be used in the purification of indoor air, decontamination of
surfaces and elimination of infectious diseases.  We will receive 12.5% of all
gross revenues earned by Degmor under the licensed technology.  After the first
year of license agreement, we will receive a license fee of 10% of gross
revenues.  We will also receive an annual recertification fee of $7,500 per year
after the first year of license agreement.


Business Outlook

TOMI's business growth strategy is to be "Your Professional Infectious Disease
Control & Air Remediation Company"  We have developed and acquired premier
platform of UV Ozone generators, the Ultra-D fogger and the UVGI "Terminator"
Our strategy is continue to align our company with other premiere emergency
disaster relief ,environmental remediators and other general certified
remediators throughout the country. We will continue to train, certify and
license our products with a recurring fee from work performed in the treatment
of infectious disease control and air remediation. Our certification process
will allow over 20,000 certified remediators to be put into a position to add
revenue to their bottom line while waiting for an emergency or disaster to
happen. With our quality customer base in Rolyn and Degmor, TOMI potentially has
a great lead in the market. We have a sustainable competitive advantage because
of our unique technology. TOMI is not in a sector already crowded by other
venture backed companies, which leads us to the potential of material growth
prospects. We are also creating a standard in the industry that will undoubtedly
put the remediating industry in the forefront in the treatment of indoor air
pollution and infectious disease control. We also strive to generate top-notch
research on other air remediation solutions including hydroxyl radicals.

We continue to pursue complementary businesses in the manufacturing of other
indoor air remediation products, testing labs and other indoor air maintenance
products. We are also in preliminary discussions with countries in Asia and
Europe to establish operations through subsidiaries.

During the fourth quarter of 2009, the Company began generating revenue related
to commercial projects, licensing fees and the sales from its equipment and
product line.  TOMI continues to pursue revenue from multiple sources and
anticipates that our revenue stream will grow more diverse in the coming
quarters.


Critical Accounting Policies and Estimates

Refer to our Form 10-K filed with SEC on April 15, 2010.


New Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements.  This guidance amends the disclosure requirements related to
recurring and nonrecurring fair value measurements and requires new disclosures
on the transfers of assets and liabilities between Level 1 (quoted prices in
active market for identical assets or liabilities) and Level 2 (significant
other observable inputs) of the fair value measurement hierarchy, including the
reasons and the timing of the transfers. Additionally, the guidance requires a
roll forward of activities on purchases, sales, issuance and settlements of the
assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). The guidance became effective for the reporting period
beginning January 1, 2010, except for the disclosure on the roll forward

                                         13

<PAGE>

activities for Level 3 fair value measurements, which will become effective for
the reporting period beginning January 1, 2011. The Company's adoption of this
updated guidance was not significant to our consolidated financial statements.

In February 2010, the FASB issued updated guidance related to subsequent events.
As a result of this updated guidance, public filers must still evaluate
subsequent events through the issuance date of their financial statements;
however, they are not required to disclose the date in which subsequent events
were evaluated in their financial statements disclosures.  This amended guidance
became effective upon its issuance on February 24, 2010 at which time the
Company adopted this updated guidance.


Results of Operations for the Three Months Ended March 31, 2010 Compared to the
Three Months Ended March 31, 2009:

We began our planned principal operations during the second quarter of 2009.
Revenue for the three months ended March 31, 2010 and 2009 totaled $271,045 and
$5,890, respectively.  Revenue and operating results for the two periods are not
comparable because the Company began its planned principal operations during the
second quarter of 2009 and was in its development stage prior to the second
quarter of 2009.  Revenue for the three months ended March 31, 2010 is comprised
of equipment sales.

Net (loss) income for the three months ended March 31, 2010 and 2009 was
($370,593) and $17,538,228, respectively.  The net income for the three months
ended March 31, 2009 is primarily attributed to a non-cash compensatory credit
element from equity issuances of approximately $18,000,000.  On March 31, 2009,
the Company and Tiger Management, LLC amended the management service agreement
to establish the vesting period for the Series A Preferred Stock issued.  The
vesting period was established to be the period June 2007 through December 31,
2010 and until the Company had reached at least one million in annual gross
revenue.  Our Board of Directors' amended the Company's articles of
incorporation to reduce the conversion rate to common stock for its Series A
Preferred Stock from five shares to one share and to reduce the par value per
Series A Preferred Stock to $0.01 from $25.  As a result, the Company recorded
$18,312,558 in compensation credit for equity issuance during the first quarter
of 2009.  The Company had previously recorded $20,400,000 in non-cash other
general and administrative expenses during the year ended December 31, 2008.
The fair value was determined using the price of the stock on the date the
board approved the amendment to the agreement.  Professional and consulting
fees include legal, accounting and consulting expenses.  General and
administrative expenses primarily include payroll and payroll related expenses,
rent and depreciation.  Other income of $67,366 during the three months ended
March 31, 2010 relates to the sale of equipment and van.

Liquidity and Capital Resources

We plan on funding operations and our liquidity needs from licensing
arrangements, structured similarly to the Degmor Licensing Agreement that have
profit margins from sale of equipment, licensing of equipment, recurring income
from solution sales, along with a 12% income from annual gross sales for the
utilization of the equipment licensed.  We also intend to continue to raise
equity capital through the sale of restricted stock.  Furthermore, we are
currently negotiating equity and/or debt financing in the amount of up to
$5 million dollars.

On April 26, 2010, the Company executed a Secured Convertible Notes Payable in
the amount of $60,000.  The note bears interest of 8% and is convertible to
common shares. The Company has reserved 608,122 common shares under the
promissory notes.

                                         14

<PAGE>

Off-Balance Sheet Arrangements

None.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.


ITEM 4. CONTROLS AND PROCEDURES

We have established a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls have also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure.  We believe our disclosure
controls and internal controls are effective for the three months ended March
31, 2010.

We do not expect that our disclosure controls or internal controls over
financial reporting will prevent all errors or all instances of fraud.  A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met.  Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs.  Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
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, within 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 error or mistake.
Because of the inherent limitation of a cost-effective control system,
misstatements due to error or fraud may occur and not be detected. We did not
implement any changes in controls during the three months ended March 31, 2010.


                          PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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


ITEM 1A. RISK FACTORS.

See discussion contained in 10-K filed with the Commission on March 31, 2009.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On April 26, 2010, the Company executed a Secured Convertible Notes Payable
in the amount of $60,000.  The note bears interest of 8% and is convertible
to common shares.  The Company has reserved 608,122 common shares under the
promissory notes.

                                         15

<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


ITEM 5. OTHER INFORMATION.

None.


ITEM 6. EXHIBITS

Part I Exhibits

31.1    Principal Executive Officer Certification

31.2    Principal Financial Officer Certification

32.1    Section 1350 Certification


Part II Exhibits

None.


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


TOMI ENVIRONMENTAL SOLUTIONS, INC.


Date: May 17, 2010

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



                                        16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>2
<FILENAME>tomi-10q_033110ex32.txt
<TEXT>

Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                              AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of TOMI Environmental Solutions,
Inc. (the "Company") on Form 10-Q for the period ended March 31, 2010 as filed
with the Securities and Exchange Commission (the "Report"), the undersigned, in
the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

     1.     the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

     2.     the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.


Dated:  May 17, 2010              By: /s/ Halden Shane
                                      --------------------------------
                                      Halden Shane
                                      Principal Executive Officer
                                      Principal Financial and Accounting Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>tomi-10q_033110ex311.txt
<TEXT>

Exhibit 31.1

	       CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Halden Shane, Principal Executive Officer of the Registrant, TOMI
Environmental Solutions, Inc., certify that:

     1.  I have reviewed this Form 10-Q of the Registrant;

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

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

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

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

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

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

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

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

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

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

Dated:  May 17, 2010                         By: /s/ Halden Shane
                                                --------------------------------
                                                     Halden Shane
                                                     Principal Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>tomi-10q_033110ex312.txt
<TEXT>

Exhibit 31.2

	       CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Halden Shane, Principal Financial Officer of the Registrant, TOMI
Environmental Solutions, Inc., certify that:

     1.  I have reviewed this Form 10-Q of the Registrant;

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

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

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

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

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

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

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

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

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

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

Dated:  May 17, 2010                         By: /s/ Halden Shane
                                                --------------------------------
                                                     Halden Shane
                                                     Principal Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
