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SEC Comment Letter for TOMI Environmental Solutions, Inc. (TOMZ) (CIK 0000314227) (TOMZ) — May 14, 2009

TOMI Environmental Solutions, Inc. (TOMZ) (CIK 0000314227)
Date: May 14, 2009 · CIK: 0000314227 · Accession: 0000000000-09-026060

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 14, 2009
Author
Not clearly detected
Form
UPLOAD
Company
TOMI Environmental Solutions, Inc. (TOMZ) (CIK 0000314227)

Letter

Mail Stop 4561 May 14, 2009 Mr. Halden Shane Principal Financial Officer Ozone Man, Inc. 9454 Wilshire Blvd., Penthouse Beverly Hills, CA 90212

Re: Ozone Man, Inc. Form 10-K for the year ended December 31, 2008 File No. 0-09908

Dear Mr. Shane:

We have reviewed your filing and have the following comments. We have limited our review to only the issues addressed below a nd do not intend to expand our review to other portions of your documents. Where indicated, we think you should revise your document in response to these comments. If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.

Please understand that the purpose of our re view 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.

Mr. Halden Shane Ozone Man, Inc. May 14, 2009 Page Form 10-K for the year ended December 31, 2008

Financial Statements

Note 4 – Intangible Assets, pages F-12

1. Please provide to us management’s basis for determining the deferral of amortization of your intangible assets through the development stage is in accordance with GAAP. Pleas e cite specific accounting literature relied upon. Note 13 – Forgiveness of Debt, page F-17

2. We note that you recorded debt forgiven ess in the amount of $25,000 related to an amount owed for past due legal services. Please clarify for us if this amount was forgiven or whether you issued a conve rtible promissory note on October 17, 2007 related to this debt as disclosed on page F-13.

Exhibits 31.1 and 31.2 3. We note that you have made certain modi fications to the exact form of the required certifications incl uding the deletion of the la nguage “The registrant’s other certifying officer (s) and ” in pa ragraph 5 as well as referring to the registrant as “the small business issuer ” in paragraph 4. Please discontinue the use of modifications in future filings as certifications re quired under Exchange Act Rules 13a-14(a) and 15d-14( a) must be in the exact form set forth in Item 601(b)(31) of Regulation S-K. Additiona lly, the identificatio n of the certifying individual at the beginning of the certification should be revised in future filings so as not to include the individua l’s title.

As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your responses to our comments.

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 decision. Since the company and its management are in possession of all facts relating 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:

Mr. Halden Shane Ozone Man, Inc. May 14, 2009 Page

• 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 comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.

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 regard ing comments on the financial statements and related matters.

S i n c e r e l y ,

Kevin Woody Branch Chief

Show Raw Text
Mail Stop 4561
May 14, 2009

Mr. Halden Shane Principal Financial Officer Ozone Man, Inc. 9454 Wilshire Blvd., Penthouse Beverly Hills, CA  90212

Re: Ozone Man, Inc.
Form 10-K for the year ended December 31, 2008
File No. 0-09908

Dear Mr. Shane:

We have reviewed your filing and have the following comments.  We have
limited our review to only  the issues addressed below a nd do not intend to expand our
review to other portions of your documents.  Where indicated, we think you should revise
your document in response to these comments.   If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view 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.

Mr. Halden Shane
Ozone Man, Inc.
May 14, 2009 Page
2
  Form 10-K for the year ended December 31, 2008

 Financial Statements

 Note 4 – Intangible Assets, pages F-12

1. Please provide to us management’s basis for determining the deferral of amortization of your intangible assets through the development stage is in accordance with GAAP.  Pleas e cite specific accounting literature relied upon.
 Note 13 – Forgiveness of Debt, page F-17

2. We note that you recorded debt forgiven ess in the amount of $25,000 related to an
amount owed for past due legal services.  Please clarify for us if this amount was
forgiven or whether you issued a conve rtible promissory note on October 17,
2007 related to this debt as  disclosed on page F-13.

Exhibits 31.1 and 31.2
3. We note that you have made certain modi fications to the exact form of the
required certifications incl uding the deletion of the la nguage “The registrant’s
other certifying officer (s) and ” in pa ragraph 5 as well as referring to the
registrant as “the small business issuer ” in paragraph 4.  Please discontinue the
use of  modifications in future filings as certifications re quired under Exchange
Act Rules 13a-14(a) and 15d-14( a) must be in the exact form set forth in Item
601(b)(31) of Regulation S-K.  Additiona lly, the identificatio n of the certifying
individual at the beginning of the certification should be revised in future filings
so as not to include the individua l’s title.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 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 decision.  Since the company and its management are in
possession of all facts relating 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:

Mr. Halden Shane
Ozone Man, Inc. May 14, 2009 Page
3

• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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 regard ing comments on the financial statements
and related matters.

         S i n c e r e l y ,

Kevin Woody
Branch Chief