SecProbe.io

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 TOMZ Acceleration Request

TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701

December 5, 2025

U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Trade & Services
100 F Street NE
Washington, DC 20549
Attention: Margaret Sawicki

Re: TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
File No. 333-291563
Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as
 amended, TOMI Environmental Solutions, Inc., a Florida
corporation (the "Registrant"), hereby requests that the
Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective on
December 8, 2025 at 4:00 p.m. Eastern Time, or as soon
thereafter as practicable, or at such later time as the
Registrant may orally request via telephone call to the
staff of the Commission. The Registrant hereby authorizes
Morgan, Lewis & Bockius LLP, counsel to the Registrant,
to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such
effectiveness by a telephone call to our counsel, Morgan,
Lewis & Bockius LLP, by calling Mr. Albert Lung at
(650) 843-7263.

Very Truly Yours,
TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane
Name:	Halden S. Shane
Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

November 18, 2024
Joe Rzepka
Chief Financial Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Form 10-K filed April 1, 2024
File No. 001-39574
Dear Joe Rzepka:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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tomz_corresp.htm

 Morgan, Lewis & Bockius LLP

 1400 Page Mill Road

 Palo Alto, CA 94304

 Tel. +1.650.843.4000

 Fax: +1.650.843.4001

 www.morganlewis.com

 Albert Lung

 Partner

 +1.650.843.7263

 Albert.lung@morganlewis.com

   November 12, 2024

 VIA EDGAR AS CORRESPONDENCE

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

     Attention:

   Jeanne Baker

   Al Pavot

   Re:

   TOMI Environmental Solutions, Inc.

   Form 10-K filed April 1, 2024

 File No. 001-39574

 To Whom It May Concern:

 On behalf of TOMI Environmental Solutions, Inc., a Florida corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated October 30, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Annual Report on Form 10-K (the “Original Form 10-K”).

 Set forth below are the Company’s response to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the heading used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1 to the Company’s Annual Report on Form 10-K (the “Amended Form 10-K”).

 Form 10-K for the Year Ended December 31, 2023

 Item 9A. Controls and Procedures, page 45

     1.

   Please amend your filing to provide (i) a statement identifying the framework used by management to evaluate the effectiveness of your internal controls over financial reporting and (ii) management’s conclusion as to the effectiveness of your internal controls over financial reporting as of December 31, 2023. Refer to Item 308(a)(2) and (3) of Regulation S-K.

   Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 4 of the Amended Form 10-K accordingly.

     2.

   In light of the missing internal control over financial reporting disclosures, it appears you should re-evaluate your conclusion regarding the effectiveness of your disclosure controls and procedures. Please ensure you state whether your disclosure controls and procedures were effective or not effective. In this regard, we note your current language, “…our disclosure controls and procedures were designed, implemented and operating effectively.” Refer to Item 307 of Regulation S-K.

   Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the omission of the disclosures referenced in the Staff’s Comment #1 above was solely due to an inadvertent and scrivener’s error that occurred during the processing of the Original Form 10-K. Specifically, the Company notes that such disclosures were included in the Company’s prior annual reports on Form 10-K when the Company did not have a material weakness. However, in the annual report on Form 10-K for the year ended December 31, 2021, the Company disclosed a material weakness, which was subsequently remediated as of December 21, 2022, but when the Company attempted to remove the material weakness disclosure in the Original Form 10-K, it inadvertently deleted the missing disclosure referenced in Comment #1. Nevertheless, in response to the Staff’s comment, the Company’s management has reevaluated the conclusion regarding the effectiveness of the Company’s disclosure controls and procedures. Based on such reevaluation, the management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023. The Company has revised the disclosure on page 4 of the Amended Form 10-K accordingly to conform to the language in Item 307 of Regulation S-K.

 * * * * * *

 If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

        Sincerely,

 Morgan, Lewis & Bockius LLP

     By:

  /s/ Albert Lung

   Name:

  Albert Lung

  cc:

October 30, 2024
Joe Rzepka
Chief Financial Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Form 10-K filed April 1, 2024
File No. 001-39574
Dear Joe Rzepka:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 45
1.Please amend your filing to provide (i) a statement identifying the framework used by
management to evaluate the effectiveness of your internal controls over financial
reporting and (ii) management’s conclusion as to the effectiveness of your internal
controls over financial reporting as of December 31, 2023.  Refer to Item 308(a)(2)
and (3) of Regulation S-K.
2.In light of the missing internal control over financial reporting disclosures, it appears
you should re-evaluate your conclusion regarding the effectiveness of your disclosure
controls and procedures. Please ensure you state whether your disclosure controls and
procedures were effective or not effective. In this regard, we note your
current language, "...our disclosure controls and procedures were designed,
implemented and operating effectively."  Refer to Item 307 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 30, 2024
Page 2
            Please contact Jeanne Baker at 202-551-3691 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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TOMI Environmental Solutions, Inc.

8430 Spires Way, Suite N

Frederick, Maryland 21701

January 5, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention:  Benjamin Ritchie

        Re:    TOMI Environmental Solutions, Inc.

                  Registration Statement on Form S-3

                  File No. 333-276276

                  Acceleration Request

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, TOMI Environmental Solutions, Inc., a Florida corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 9, 2024 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Morgan, Lewis & Bockius LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

        The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, Morgan, Lewis & Bockius LLP, by calling Mr. Albert Lung at (650) 843-7263.

Very Truly Yours,

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane

Name:  Halden S. Shane

Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
January 4, 2024
Halden S. Shane
Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way
Frederick, MD 21701
Re:TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
Filed December 26, 2023
File No. 333-276276
Dear Halden S. Shane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung

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TOMI Environmental Solutions, Inc.

8430 Spires Way, Suite N

Frederick, Maryland 21701

January 7, 2022

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention:  Jordan Nimitz

         Re:    TOMI Environmental Solutions, Inc.

                  Registration Statement on Form S-3

                  File No. 333-261895

Acceleration Request

Requested Date:        January 11, 2022

Requested Time:       4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, TOMI Environmental Solutions, Inc., a Florida corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 11, 2022 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Morgan, Lewis & Bockius LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

        The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, Morgan, Lewis & Bockius LLP, by calling Mr. Albert Lung at (650) 843-7263.

Very Truly Yours,

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane

Name:  Halden S. Shane

Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
January 3, 2022
Halden S. Shane
Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701
Re:TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
Filed December 27, 2021
File No. 333-261895
Dear Mr. Shane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Albert Lung

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TOMI Environmental Solutions, Inc.

8430 Spires Way, Suite N

Frederick, Maryland 21701

November 4, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549

Attention:  Jordan Nimitz

         Re:    TOMI Environmental Solutions, Inc.

                  Registration Statement on Form S-3

                  File No. 333-260510

Acceleration Request

Requested Date:        November 8, 2021

Requested Time:       4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, TOMI Environmental Solutions, Inc., a Florida corporation (the "Registrant"), hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on November 8, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Morgan, Lewis & Bockius LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

        The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, Morgan, Lewis & Bockius LLP, by calling Mr. Albert Lung at (650) 843-7263.

Very Truly Yours,

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane

Name:  Halden S. Shane

Title:  Chief Executive Officer

cc:  Albert Lung, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
November 2, 2021
Halden S. Shane
Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701
Re:TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
Filed October 26, 2021
File No. 333-260510
Dear Dr. Shane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Albert Lung, Esq.

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TOMI Environmental Solutions, Inc.

8430 Spires Way, Suite N

Frederick, Maryland 21701

VIA EDGAR

November 12, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549

Attn:  Ms. Abby Adams

Re:  TOMI Environmental Solutions, Inc.

        Registration Statement on Form S-3

        File No. 333-249850

Acceleration Request

Requested Date:        November 13, 2020

Requested Time:       4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, TOMI Environmental Solutions, Inc., a Florida corporation (the "Registrant"), hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on November 13, 2020 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.  The Registrant hereby authorizes K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

        The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Michael A. Hedge at (949) 623-3519.

Sincerely,

TOMI ENVIRONMENTAL SOLUTIONS, INC.

By:  /s/ Halden S. Shane

Halden S. Shane

Chief Executive Officer

cc:  Michael A Hedge, K&L Gates LLP

United States securities and exchange commission logo
November 10, 2020
Halden S. Shane
Chief Executive Officer
TOMI Environmental Solutions, Inc.
8430 Spires Way, Suite N
Frederick, Maryland 21701
Re:TOMI Environmental Solutions, Inc.
Registration Statement on Form S-3
Filed November 4, 2020
File No. 333-249850
Dear Mr. Shane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Hedge, Esq.

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 3010
September 2, 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 completed our review of the above  referenced filing and have no further
comments at this time.
           S i n c e r e l y ,
   Kevin Woody Branch Chief

<DOCUMENT>
<TYPE>CORRESP
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<TEXT>

                               HAROLD W. PAUL, LLC
                                 ATTORNEY AT LAW
                                  PO Box 33812
                               Santa Fe, NM 87594
                                 (505) 983-2794
                               Fax (866) 644-7615

                                                         July 28, 2009

Jerard Gibson, Esq.
Securities and Exchange Commission
Mail Stop 4561
100 F Street, NE
Washington, DC 20549

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

Dear Mr. Gibson:

     We represent TOMI Environmental Solutions, Inc.  Our client has forwarded
to us your letter dated June 23, 2009 and authorized us to reply.

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

Item 1.  Business
-----------------

General
-------

1.     Confirming our telephone conversation, we supplementally advise that we
do not believe it is material to expand the disclosure regarding the issuer's
intellectual property.  As disclosed in Form 10-K under the section entitled
Services, the issuer purchased a proprietary system for ozone generation from
two separate companies, which forms the core of its business and which the
issuer believes provides necessary protection.  This proprietary system is
not patented nor does the issuer believe that a patent would provide additional
protection or advance its interests.

<PAGE>

HAROLD W. PAUL, LLC

Jerard Gibson, Esq.
Securities and Exchange Commission
July 28, 2009
Page Two

Products, page 2
----------------

2.     Supplementally we advise that it is well settled scientifically that
ozone is a more powerful oxidizer and more quickly disinfects than chlorine.
Attached please find information underlying the foregoing.  The information
regarding expanding market for ozone technology is based upon research compiled
by Frost & Sullivan indicating an increase in demand for non-chemical
disinfection technologies such as ozone and ultraviolet light in a variety of
markets.

3.     Supplementally we advise that government regulation and cost of
compliance with environmental laws (Regulation S-K Item 101 (h)(4)(ix) and (xi))
are inapplicable as the regulation of ozone usage is related to occupied space.
The issuer, as disclosed in Form 10-K, applies ozone in greater levels than EPA
allowances; however, it does so in unoccupied and contained spaces.  The issuer
has disclosed that people, plants and pets must be removed from the premises
during treatment.

Competitors & Future Competition, page 6
----------------------------------------

4.     Supplementally we advise that the disclosure in the document referred to
direct public competition.    The market for air cleaning has a panoply of
different treatments, including many over the counter products, but to the
issuer's knowledge no public company is using similar ozone methodology.

Item 1A. Risk Factors
---------------------

General
-------

5.     We acknowledge the staff's comment and represent that these are the risks
the company deemed material at the time of this filing.  In future filings it
will delete any reference to other potential risks and uncertainties.

<PAGE>

HAROLD W. PAUL, LLC

Jerard Gibson, Esq.
Securities and Exchange Commission
July 28, 2009
Page Three

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
------------------------------------------------------------------------------
Issuer Purchases of Equity Securities
-------------------------------------

Recent Sales of Unregistered Securities, page 10

6.     Confirming our telephone conversation, the information concerning the
exemption from registration was disclosed in a timely manner in Form 8-K at the
time of the transaction and was not repeated in this document.  The reason
language was included on the sale of securities previously disclosed was to
avoid any confusion with the disclosure made in the subsequent event footnote
to the financial statement.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------

Overview, page 11
-----------------

7.   We acknowledge the staff's comment and represent that a more complete
discussion of the business growth strategy and the lack of revenues will be made
in the issuer's next 10-Q.  At the time this Form 10-K was filed the issuer had
not generated any material revenue and was in the process of seeking additional
capital.  As disclosed, the issuer did raise capital in the first quarter and
began to profitably earn revenue in the second quarter and its current business
model assumes appropriate profit margins.

Item 8. Financial Statements and Supplementary Data
---------------------------------------------------

Financial Statements
--------------------

Note 4 - Intangible Assets, page F-12
-------------------------------------

8.     Supplementally we advise that the issuer believes that the amortization
number would have been immaterial-approximately $10,000 for the reporting
period, which is both qualitatively and quantitatively immaterial-and therefore,
did not disclose same in Form 10-K.  As discussed with the staff, the issuer
will begin to amortize those intangible assets in the second quarter of 2009
and this will be reflected in the upcoming 10-Q.

<PAGE>

HAROLD W. PAUL, LLC

Jerard Gibson, Esq.
Securities and Exchange Commission
July 28, 2009
Page Four

Item 9A. Controls and Procedures
--------------------------------

Disclosure Controls and Procedures, page 13
-------------------------------------------

9.     We note the staff's comment and represent that in future filings the
issuer will delete the qualifying language regarding assurance that the
disclosure controls will be effective.  The issuer believes that its disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives and that management believes that they are effective.

Item 11. Executive Compensation, page 15
----------------------------------------

10.    We acknowledge the staff's comment regarding a compensation table and
advise that inasmuch as only one person received compensation and that such
compensation consisted solely of salary the issuer believed that narrative
disclosure was sufficient.  We represent that in the future filings appropriate
disclosure will be made in tabular form as well.

As discussed more fully in the financial statement footnotes, Dr. Shane was
entitled to receive salary under his employment contract, a substantial portion
of which was unpaid and accrued since the company did not have sufficient funds
to pay him.  The company will continue to accrue his salary until such time it
has sufficient revenue and cash flow to pay him without impacting operations.
A copy of Dr. Shane's employment contract will be filed with the next 10-Q.

Exhibits
--------

11.    Supplementally we advise that the broker agreement discussed on page 5
was not deemed material requiring a filing as an exhibit as they have not
generated revenue to date.  With respect to the investment documents discussed
on page 11, we believed that the subscription agreement had been filed with the
above mentioned Form 8-K.  We will file that document with the next 10-Q.

<PAGE>

HAROLD W. PAUL, LLC

Jerard Gibson, Esq.
Securities and Exchange Commission
July 28, 2009
Page Five

Please advise if you have any further comment with regard to this filing or to
this response letter.

							Sincerely,

                                                    /s/ HAROLD W. PAUL, LLC

/sl							HAROLD W. PAUL, LLC

cc:  Halden Shane
     TOMI Environmental Solutions, Inc.

</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               HAROLD W. PAUL, LLC
                                 ATTORNEY AT LAW
                                  PO Box 33812
                               Santa Fe, NM 87594
                                 (505) 983-2794
                               Fax (866) 644-7615

                                                         June 3, 2009

Mr. Howard Efron
Securities and Exchange Commission
Mail Stop 4561
100 F Street, NE
Washington, DC 20549

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

Dear Mr. Efron:

     We represent TOMI Environmental Solutions, Inc., formerly The Ozone Man,
Inc.  Our client has forwarded to us your letter dated May 14, 2009 and
authorized us to reply.

     Supplementally, we advise as follows:

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

Financial Statements
--------------------

Note 4 - Intangible Assets, page F-12
-------------------------------------

     1.  Management's basis for determining the deferral of amortization on the
         Company's intangible assets is that the benefit derived from such
         intangible assets will not occur until such time as when the Company
         commences principal operations.  The Company will amortize its
         intangibles over their estimated useful lives, based on an analysis of
         pertinent factors, including the expected use of the asset by the
         entity (SFAS 142 11a).

Note 13 - Forgiveness of Debt, page F-17
----------------------------------------

     2.  As a matter of clarification, $25,000 was forgiven.  The obligation of
         the Company for past due legal services was $50,000.  $25,000 was
         forgiven and the balance was represented by the convertible promissory
         note.

<PAGE>

HAROLD W. PAUL, LLC

Mr. Howard Efron
Securities and Exchange Commission
June 3, 2009
Page Two

Exhibits 31.1 and 31.2
----------------------

     3.  The staff's comment regarding certain modifications to the
         certifications is noted and we represent that all future filings
         commencing with the Company's 10-Q for the period ending June 30, 2009
         will conform to the exact form set forth in Item 601(b)(31) of
         Regulation S-K.

The Company acknowledges 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.

     Please do not hesitate to contact the undersigned if you have any further
comments or questions.

							Sincerely,

                                                    /s/ HAROLD W. PAUL, LLC

/sl							HAROLD W. PAUL, LLC

cc:  Halden Shane
     TOMI Environmental Solutions, Inc.

</TEXT>
</DOCUMENT>

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

Mail Stop 4561
September 4, 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
File No. 0-09908

Dear Mr. Shane:

We have completed our review of the above  referenced filing and have no further
comments at this time.

         S i n c e r e l y ,
                    K e v i n  W o o d y
Branch Chief

Mail Stop 4561
August 19, 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
File No. 0-09908

Dear Mr. Shane:

We have reviewed your first response letter filed on August 8, 2008 and have the
following additional comment.  Where indi cated, we think you should revise your
document in response to this comment.  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 explan ation.  In our comment, 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-KSB for the fiscal year ended December 31, 2007

1. We note that in your amended 10-KSB your management has again concluded
that disclosure controls and procedures were effective as of the end of the fiscal
year.  In our letter dated July 21, 2008, we asked you to consider whether
management's failure to provide its re port on internal control over financial
reporting impacts its conclusion regarding the effectiveness of  your disclosure
controls and procedures as of the end of th e fiscal year.  Please tell us the factors
you considered and highlight for us those factors that supported your conclusion.
In particular, please explain how you considered the definition of disclosure
controls and procedures provi ded in Rule 13a-15(e), whic h indicates that effective
controls and procedures would ensure that  information required to be disclosed by
the issuer is recorded, processed, summarized and reported  within the time
periods specified in the Commission’s rules and forms.   In addition, as discussed

Mr. Halden Shane
Ozone Man, Inc.
August 19, 2008 Page
2

in Compliance and Disclosure Inte rpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control over Financial Reporting rendered your annual report materially deficient and also  rendered the company not timely or
current in its Exchange Act Reporting.  In light of these facts, please explain how
you could conclude that disc losure controls and proce dures were effective.
Alternatively, please further amend the 10-KSB to disclose management's revised conclusion on the effectiveness of your di sclosure controls and procedures, i.e.,
that disclosure controls a nd procedures were not effec tive as of the end of the
fiscal year.
----------
 As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please submit a
cover letter with your amendment that keys  your response to our comment and provides
any requested information.  Detailed cover lett ers greatly facilitate our review.  Please
submit your cover letter on EDGAR.  Please understand that we may have additional
comments after reviewing your amendm ent and response to our comment.

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

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:

ƒ 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 ;

ƒ 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 ;

ƒ 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