SEC Comment Letter for TOMI Environmental Solutions, Inc. (TOMZ) (CIK 0000314227) (TOMZ) — Jul 23, 2008
TOMI Environmental Solutions, Inc. (TOMZ) (CIK 0000314227)
Date: July 23, 2008 · CIK: 0000314227 · Accession: 0000000000-08-036839
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 July 21, 2008 Mr. Halden Shane Principal Financial Officer Ozone Man, Inc. 9454 Wilshire Blvd., Penthouse Beverly Hills, CA 90212
Re: Ozone Man, Inc. Form 10-KSB for the year ended December 31, 2007 Form 10-QSB for the period ended March 31, 2008 File No. 0-09908
Dear Mr. Shane:
We have reviewed your filing and have th e following two sets of comments. We have limited our review of your filing to the disclosures pertaining to the evaluation of your internal control over financial reporting and the proper form type.
Specifically, with respect to internal control, we have reviewed your filing to determine if you conducted the evaluation of your internal cont rol over financial reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiv eness of your internal control over financial reporting, as required by Item 308T(a) of Regul ation S-B. Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explana tion as to why a revision is not necessary. Please be as detailed as n ecessary in your explanation.
---------- 1. Internal Control Over Financial Reporting.
It does not appear that your management has performed its assessment of internal control over financial reporting as of Decem ber 31, 2007. Since you were required to file or filed an annual report for th e prior fiscal year, it appear s you are required to report on your management’s assessment of intern al control over financial reporting.
Mr. Halden Shane Ozone Man, Inc. July 21, 2008 Page
If your management has not yet perf ormed its assessment, we ask that you complete your evaluation and amend your fili ng within 30 calendar days to provide the required management's report on internal control over financia l reporting.
In performing your evaluation, you may find the following documents helpful:
the Commission’s release Amendments to Rules Regarding Management’s Report on Internal Control Over Financial Reporting (Securities Act Release 8809/Financial Reporting Release 76). You can find this release at: http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s Report on Internal Control Over Financ ial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Securities Act Release 8010/Financial Reporting Release 77). You can find this release at: http://sec.gov/rules/interp/2007/33-8810.pdf ;
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml ).
In addition, please consider whether manage ment’s failure to perform or complete its report on internal control over financial re porting impacts its conclusions regarding the effectiveness of your disclosu re controls and procedures as of the end of the fiscal year covered by the report and revise your disclosure as appropriate.
Finally, we note that you filed your Principal Executiv e Officer and Principal Financial Officer certifications under Item 601(b)(31) of Regulation S-B. Please revise these certifications to incl ude the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601( b)(31) of Regulation S-B.
Please note that the failure to perfor m management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs- kinterp.htm .
2. Form Type.
We note that your most recent quarterly report for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year
Mr. Halden Shane Ozone Man, Inc. July 21, 2008 Page
ending after December 15, 2007. Although small bus iness issuers are now required to file on Form 10-Q, the disclosure requirements for that form are now tailored for smaller companies. Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you revi ew your filing requir ements and consider whether any action is necessary if your most recently filed quar terly report does not contain all required material information. In any event, you should file your next quarterly report on Form 10-Q. Information about recent changes to rule s affecting small business issuer form types and disclosure and filing requiremen ts is available on the SEC website at http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf . If you have any questions about these changes, please feel free to contact the SEC’s Office of Small Business Policy at (202) 551-3460 or smallbusiness@SEC.gov .
----------
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Halden Shane Ozone Man, Inc. July 21, 2008 Page
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Howard Ef ron, Staff Accountant, at (202) 551-3439 or me at (202) 551-3629 if you have questions regarding these comments.
S i n c e r e l y ,
K e v i n W o o d y Branch Chief
Show Raw Text
Mail Stop 4561
July 21, 2008
Mr. Halden Shane
Principal Financial Officer
Ozone Man, Inc.
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212
Re: Ozone Man, Inc.
Form 10-KSB for the year ended December 31, 2007
Form 10-QSB for the period ended March 31, 2008
File No. 0-09908
Dear Mr. Shane:
We have reviewed your filing and have th e following two sets of comments. We
have limited our review of your filing to the disclosures pertaining to the evaluation of
your internal control over financial reporting and the proper form type.
Specifically, with respect to internal control, we have reviewed your filing to
determine if you conducted the evaluation of your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ation S-B. Where indicated, we think you
should revise your document in response to these comments, however, if you disagree,
we would be pleased to consider your explana tion as to why a revision is not necessary.
Please be as detailed as n ecessary in your explanation.
----------
1. Internal Control Over Financial Reporting.
It does not appear that your management has performed its assessment of internal
control over financial reporting as of Decem ber 31, 2007. Since you were required to file
or filed an annual report for th e prior fiscal year, it appear s you are required to report on
your management’s assessment of intern al control over financial reporting.
Mr. Halden Shane
Ozone Man, Inc.
July 21, 2008 Page
2
If your management has not yet perf ormed its assessment, we ask that you
complete your evaluation and amend your fili ng within 30 calendar days to provide the
required management's report on internal control over financia l reporting.
In performing your evaluation, you may find the following documents helpful:
the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting (Securities Act Release
8809/Financial Reporting Release 76). You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77). You can find this release at:
http://sec.gov/rules/interp/2007/33-8810.pdf ;
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
In addition, please consider whether manage ment’s failure to perform or complete
its report on internal control over financial re porting impacts its conclusions regarding the
effectiveness of your disclosu re controls and procedures as of the end of the fiscal year
covered by the report and revise your disclosure as appropriate.
Finally, we note that you filed your Principal Executiv e Officer and Principal
Financial Officer certifications under Item 601(b)(31) of Regulation S-B. Please revise these certifications to incl ude the introductory language of paragraph 4 and the language
of paragraph 4(b) of Item 601( b)(31) of Regulation S-B.
Please note that the failure to perfor m management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at
http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
2. Form Type.
We note that your most recent quarterly report for the period ending March 31,
2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regulation S-B must file their
quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year
Mr. Halden Shane
Ozone Man, Inc.
July 21, 2008 Page
3
ending after December 15, 2007. Although small bus iness issuers are now required to file
on Form 10-Q, the disclosure requirements for that form are now tailored for smaller
companies.
Although we are not asking you to correct your most recent filing just to reflect
the proper form type, we ask that you revi ew your filing requir ements and consider
whether any action is necessary if your most recently filed quar terly report does not
contain all required material information. In any event, you should file your next
quarterly report on Form 10-Q.
Information about recent changes to rule s affecting small business issuer form
types and disclosure and filing requiremen ts is available on the SEC website at
http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf . If you have any questions
about these changes, please feel free to contact the SEC’s Office of Small Business
Policy at (202) 551-3460 or smallbusiness@SEC.gov .
----------
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
Mr. Halden Shane
Ozone Man, Inc.
July 21, 2008 Page
4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Howard Ef ron, Staff Accountant, at (202) 551-3439 or me at
(202) 551-3629 if you have questions regarding these comments.
S i n c e r e l y ,
K e v i n W o o d y
Branch Chief