SecProbe.io

Mail Stop 4561
June 23, 2009

Mr. Halden Shane Principal Financial Officer TOMI Environmenta l Solutions, Inc.
9454 Wilshire Blvd., Penthouse Beverly Hills, CA  90212

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

Dear Mr. Shane:

We have reviewed your first response letter filed on June 3, 2009 and have the
following additional comments.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanation.  In our comments, we may ask you to provide us with supplemental information so  we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Form 10-K for the year ended December 31, 2008

Item 1.  Business

General

1. We note your disclosure under this subh eading and elsewhere in your filing
regarding your proprietary generators, treatment processes, products and recently acquired intellectual property.  To th e extent material, please expand your
disclosure regarding your cu rrent intellectual property and discuss further the
importance of your IP to your business.  Please refer to Item  101(h)(4)(vii) of
Regulation S-K.

Mr. Halden Shane
TOMI Environmenta l Solutions, Inc.
June 23, 2009 Page
2
  Products, page 2

 2. Please disclose the basis for all of your a ssertions regarding th e usage and safety
of ozone the potentially harmful effects of  other air purificati on alternatives.  For
instance, we note your disclosure that oz one is a “much more powerful oxidizer”
and “statistically disinfects quicker” than chlorine.  We  also note your projections
on page 3 regarding the expanding market for ozone technology.  If you do not have appropriate independe nt support for such statements, please revise the
language to make clear that this is your belief, based solely on your experience in
the relevant field.  Please note that this  comment is also applicable to any
unsupported claims elsewhere in your filing.

3. We note your disclosure regarding your us e of generators which produce ozone in
quantities far exceeding the “safe ozone” levels identif ied by the EPA.  Please
expand your disclosure under this subhead ing to discuss whether your business is
subject to any governmental regulations and also any material co sts attributable to
such regulations.  Please refer to Items 101( h)(4)(ix) and (xi) of Regulation S-K.

Competitors & Future Competition, page 6

4. We note your statement that, “we are una ware of any direction competition.”
Please reconcile this statement with your risk factor disclosure on page 7 that,
“The indoor air quality tes ting industry is extremely competitive.”  Please also
disclose your methods of competition pursuant to Item 101(h)(4)(iv) of
Regulation S-K.

Item 1A. Risk Factors

General
 5. We note the statement in the introductory paragraph that the risks disclosed in this
section are not the only risks faced in c onnection with your business.  Item 503(c)
of Regulation S-K requires you to disclose all risks that you be lieve are material
at this time. Please revise to identify all such risks and delete the qualifying language in future filings.

Mr. Halden Shane
TOMI Environmenta l Solutions, Inc.
June 23, 2009 Page
3
 Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities

Recent Sales of Unregistered Securities, page 10

6. Please revise your disclosure under this s ubheading to discuss the exemption from
registration that you relie d upon in connection with the offering disclosed
hereunder and also briefly state the fact s relied upon to make the exemption
available as required by Item  701 of Regulation S-K.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Overview, page 11

 7. We note the disclosure under the Risk Factors  subheading regarding business
growth strategy.  Please elaborate on actio ns management is currently undertaking
to pursue or otherwise develop the growth  opportunities.  Please also address your
lack of revenues from operations.  Please note that the disclosure in the introductory narrative of this  section should generally provide insight into the
material opportunities, cha llenges, and risks, such as  those presented by known
material trends and uncertainties, which may impact the company’s future operating performance.  For example, we note your disclosure on page 7 under
the Risk Factors subheading regarding competition in the air quality testing
industry and challenges the registrant f aces in remaining competitive in the air
quality testing and air remediation servi ces industry.  Please revise to discuss
actions management is currently consider ing to address these challenges.  Please
see Release No. 33-8350 (December 19, 2003).

Item 8. Financial Statements and Supplementary Data

Financial Statements

Note 4 – Intangible Assets, page F-12

8. We note your response to prior comment 1 which indicates that you have not
amortized your finite-lived in tangible assets because you believe that benefits will
not be derived from such assets until such time as you commence principal
operations.  We are not able to agree w ith this position based upon the guidance in
paragraphs 11 and 12 of SFAS 142 which indi cates that finite-lived assets are
amortized over their useful lives.  Please amend your financial statements to provide for amortization on your fi nite-lived inta ngible assets.

Mr. Halden Shane
TOMI Environmenta l Solutions, Inc.
June 23, 2009 Page
4
 Item 9A.  Controls and Procedures

 Disclosure Controls and Procedures, page 13

 9. We note your statement that a “system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met.”  Please revise to state clearly, if true, that your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their objectives a nd that your principal executive officer
and principal financial officer conclude d that your disclosure controls and
procedures are effective at that reasonable  assurance level.  In the alternative,
remove the reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F .4 of Management’s Reports on Internal
Control Over Financial Reporting and Cer tification of Disclosure in Exchange
Act Periodic Reports, SEC Release No. 33-8238 (August 4, 2003).
 Item 11. Executive Compensation, page 15

 10. Please include a summary compensation table as required by Item 402(n) of Regulation S-K.  Please discuss in the ta ble the base salary earned by Mr. Shane
for each of the company’s last two completed fiscal years.  See Item 402(n).  In
the narrative disclosure to the summary compensation table, please explain in
greater detail the unpaid salary owed to Mr. Shane.  See Item 402(o) of
Regulation S-K.
 Exhibits

 11. Please include the exhibits and index as  required by Item 15 of Form 10-K and
Item 601 of Regulation S-K.  Also advi se us why you have not filed your broker
agreements discussed on page 5 or the investment documents discussed on page 11 as exhibits to your Form 10-K, pursuant  to Item 601(b)(10) of Regulation S-K.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please submit a
response letter with your amendment on EDGA R that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

Mr. Halden Shane
TOMI Environmenta l Solutions, Inc.
June 23, 2009 Page
5

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.    Please contact Jerard  Gibson, Staff Attorney, at (202) 551-3473 or
Tom Kluck, Branch Chief, at (202) 5 51-3785 with regard to legal comments.

         S i n c e r e l y ,
   Kevin Woody Branch Chief