TOMI Environmental Solutions, Inc. – ‘S-1’ on 10/6/09

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Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                 15     92K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      3     12K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws      8±    33K 

S-1   —   Registration Statement (General Form)
Document Table of Contents

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As filed with the Securities and Exchange Commission on October __, 2009. 

                                                  Registration No. 333-_______

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

FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

TOMI Environmental Solutions, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

        Florida                       7340                  59-1947988
------------------------------- ---------------------------- -------------------
(State or Other Jurisdiction of (Primary Standard Industrial    (IRS Employer   
 Incorporation or Organization)  Classification Code Number) Identification No.)

  9454 Wilshire Blvd., Penthouse
 Beverly Hills, CA 90212
  (800) 525-1698
--------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

Dr. Halden Shane
Chief Executive Officer, Chief
Financial and Accounting Officer
TOMI Environmental Solutions, Inc.
  9454 Wilshire Blvd., Penthouse
 Beverly Hills, CA 90212
  (800) 525-1698
--------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including 
  Area Code, of Agent For Service)

  Copies to:
  Harold W. Paul
 Harold W. Paul, LLC
  P.O. Box 33812
Santa Fe, NM 87594
  (505) 983-2794

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after the effective date of this Registration Statement.            
If any of the securities being registered on this form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act       
of 1933, check the following box. [X]                                           
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the   
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ] __________                    
If this form is a post-effective amendment filed pursuant to Rule 462(c)        
under the Securities Act, check the following box and list the Securities       
Act registration statement number of the earlier effective registration         
statement for the same offering. [ ] __________                                 
If this form is a post-effective amendment filed pursuant to Rule 462(d)        
under the Securities Act, check the following box and list the Securities       
Act registration statement number of the earlier effective registration         
statement for the same offering. [ ] __________                                 
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]                                                   

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CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]


Title Of Each Class             Amount To Be    Proposed Maximum             Proposed Maximum          Amount of           
Of Securities To Be Registered  Registered (1)  Offering Price Per Unit (2)  Aggregate Offering Price  Registration Fee (3)
------------------------------  --------------  ---------------------------  ------------------------  --------------------
                                                                                                                           

Common Stock, par                                                                                                          
value $ 0.01 per share                      -                            -                         -                     - 

Preferred Stock, par                                                                                                       
value $ 0.01 per share                      -                            -                         -                     - 

Warrants                                    -                            -                         -                     - 

Debt Securities                             -                            -                         -                     - 

Total                                       -                            -             $ 100,000,000               $ 5,580 


(1) An indeterminate aggregate initial offering price or number of the          
securities of each identified class is being registered as may from time        
to time be issued at indeterminate prices. Debt securities may be issued        
with original issue discount such that the aggregate initial public             
offering price will not exceed $100,000,000 together with the other             
securities issued hereunder.                                                    

(2) The proposed maximum per unit and aggregate offering prices per             
class of security will be determined from time to time by the registrant        
in connection with the issuance by the registrant of the securities             
registered under this registration statement.                                   

(3) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457(o) under the Securities Act.                               

The Registrant hereby amends this Registration Statement on           
such date or dates as may be necessary to delay its effective date    
until the Registrant shall file a further amendment which             
specifically states that this Registration Statement shall            
thereafter become effective in accordance with Section 8(a) of        
the Securities Act of 1933 or until the Registration Statement        
shall become effective on such date as the Commission, acting         
pursuant to said Section 8(a), may determine.                         

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The information in this prospectus is not complete and may be changed.  We may  
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective.  This prospectus is not an     
offer to sell these securities and we are not soliciting offers to buy these    
securities in any state where the offer or sale is not permitted.               

PROSPECTUS (Subject to Completion)                                              
Issued October __, 2009                                                         

$100,000,000                                                                    

TOMI Environmental Solutions, Inc.
  COMMON STOCK
 PREFERRED STOCK
  WARRANTS
 DEBT SECURITIES

We may offer from time to time common stock, preferred stock and debt           
securities.  Specific terms of these securities will be provided in supplements 
to this prospectus.  You should read this prospectus and any supplement         
carefully before you invest.                                                    

Our common stock is listed on the OTCBB under the symbol "TOMZ."                

Investing in the securities involves risks.  See "Risk Factors" beginning on    
page 5.                                                                         

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved these securities, or determined if this  
prospectus is truthful or complete.  Any representation to the contrary is a    
criminal offense.                                                               

The date of this prospectus is           , 2009.    

 TABLE OF CONTENTS

                                                                          Page
About This Prospectus                                                         4 
Prospectus Summary                                                            4 
Risk Factors                                                                  5 
Special Note Regarding Forward-Looking Statements                             7 
Use of Proceeds                                                               8 
Description of Common Stock                                                   8 
Description of Preferred Stock                                                8 
Description of Convertible Debt Securities                                    8 
Description of Warrants                                                       9 
Description of Units                                                         11 
Plan of Distribution                                                         11 
Validity of the Securities                                                   11 
Experts                                                                      11 
Where You Can Find More Information                                          11 

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 ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated               
by reference in this prospectus.  We have not authorized anyone to              
provide you with different information.  We are offering to sell, and           
seeking offers to buy, the securities only in jurisdictions where               
offers and sales are permitted.  This prospectus only provides you              
with a general description of the securities to be offered.  Each time          
we sell securities described in this prospectus, we will provide a              
supplement to this prospectus that will contain specific information            
about the terms of that offering, including the specific amounts,               
prices and terms of the securities being offered. The prospectus                
supplement may also add, update or change information contained                 
in this prospectus. You should carefully read both this prospectus              
and any accompanying prospectus supplement or other offering                    
materials, together with the additional information described under             
the heading "Where You Can Find More Information."                              

This prospectus and any accompanying prospectus supplement or                   
other offering materials do not contain all of the information                  
included in the registration statement as permitted by the rules and            
regulations of the Securities and Exchange Commission                           
("SEC").  We are subject to the informational requirements of the               
Securities Exchange Act of 1934, as amended ("Exchange Act"),                   
and, therefore, file reports and other information with the                     
SEC.  Statements contained in this prospectus and any                           
accompanying prospectus supplement or other offering materials                  
about the provisions or contents of any agreement or other                      
document are only summaries.  If SEC rules require that any                     
agreement or document be filed as an exhibit to the registration                
statement, you should refer to that agreement or document for its               
complete contents.                                                              

You should not assume that the information in or incorporated by                
reference in this prospectus, any prospectus supplement or any other            
offering materials is accurate as of any date other than the date on            
the front of each such document.  Our business, financial condition,            
results of operations and prospects may have changed since then.                
The information contained in this prospectus is accurate only as of             
the date of this prospectus, regardless of the time of delivery of this         
prospectus or of any sale of the securities.                                    

In this prospectus, "TOMI," the "Company," "we," "us" and "our"                 
refer to TOMI Environmental Solutions, Inc. and its wholly owned                
subsidiaries unless otherwise indicated or the context suggests                 
otherwise.                                                                      

PROSPECTUS SUMMARY      

This summary highlights information contained or incorporated by                
reference in this prospectus. This summary does not contain all of              
the information that you should consider before deciding to invest in           
the securities. You should read this entire prospectus carefully,               
including the financial data and related notes, risk factors and other          
information incorporated by reference in this prospectus.                       

Overview                                                                        

TOMI Environmental Solutions, Inc. (formerly "The Ozone Man,                    
Inc.") (the "Company" or "TOMI ") provides green, energy-                       
efficient environmental solutions for indoor air remediation and                
infectious disease control through inspection, air quality testing,             
training and indoor air cleaning using our platform of UV Ozone                 
generation services, activated hydrogen peroxide mist and other                 
products and technologies.  Our focus to combat Hospital infection              
control was recently enhanced with the addition of (MRA) TM -                   
Magnetic Resolution Activation product.  Our products and services              
cover a broad spectrum of commercial structures including office                
buildings, medical facilities, hotel and motel rooms single homes,              
multi-unit residences and schools.                                              

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 a total of five service hubs 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, the Company exited the status of             
development stage enterprise because the Company commenced its                  
planned principal operations and because the Company earned                     
revenues during the quarter ended June 30, 2009.                                

Growth Strategy                                                                 

TOMI's business growth strategy is to be "Your Professional Air                 
Remediation and Infectious Disease Control Company" by                          
developing and acquiring a premier platform of UV Ozone                         
generation services, products and technologies.  We also strive to              
generate top-notch research on other air remediation solutions                  
including hydroxyl radicals and to form business alliances with                 
major construction companies and corporations specializing in                   
disaster relief.   We continue to pursue complementary businesses in            
manufacturing ozone-related products, testing labs and other indoor             
air treatment and maintenance products.                                         

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During the 2nd quarter of 2009, TOMI recorded revenue related to a              
commercial project that will be completed during the 4th quarter of             
2009.  TOMI continues to pursue revenue from multiple sources                   
and anticipates that our revenue stream will grow more diverse in               
the coming quarters.                                                            

We have entered into a strategic alliance agreement with Rolyn                  
Companies, a leader in the disaster remediation and recovery                    
industry.  We have worked on a major commercial project in New                  
York City secured through Rolyn Companies that is approximately                 
half completed.  We treated a high school in New York City                      
demonstrating our products effectiveness against the H1N1 (Swine                
Flu) virus.  We have demonstrated our system's effectiveness                    
against hospital acquired infections to a large east coast hospital             
system with a further test scheduled for the end of September.  The             
commercial project in New York City was the Company's first                     
significant revenue in excess of $200,000 in the second quarter of              
this current fiscal year.                                                       

Our History                                                                     

The Company was incorporated in Florida in 1979 under the name                  
Dauphin, Inc.  In March 1981 the Company completed an initial                   
public offering and continued in business into 1982 at which time it            
ceased operations.  In July 1994 the Company completed a reverse                
acquisition with RPS Enterprises, Inc. ("RPS") pursuant to which                
RPS became a wholly owned subsidiary, conducting a New York                     
based limousine company.  RPS ceased operations in early 1996.  In              
August 2002, certain investors purchased the majority of prior                  
management's stock and in October 2002 sold back the operating                  
subsidiary to prior management.  In October 2007 RPS and its                    
controlling shareholders entered into a definitive Agreement and                
Plan of Reorganization whereby RPS acquired 100% of the issued                  
and outstanding common shares of The Ozone Man, Inc., a Nevada                  
Corporation ("Ozone Nevada") in exchange for the issuance of                    
34,250,000 shares of RPS common stock and $50,000 cash                          
consideration.  Although RPS was the legal acquirer, for accounting             
purposes Ozone Nevada was the surviving entity and, accordingly,                
the transaction has been accounted for as a reverse acquisition                 
which was in substance a recapitalization of Ozone Nevada.                      

Our Corporate Information                                                       

Our executive offices are located at 9454 Wilshire Blvd., Beverly               
Hills, CA 90212 and our telephone number is (800) 525-1698.  We                 
maintain a website at www.tomiesinc.com where general                           
information about us is available.  We are not incorporating the                
contents of the website into this prospectus.                                   

RISK FACTORS

You should carefully consider the following risks and all of the                
other information contained or incorporated by reference in this                
prospectus and any prospectus supplement before deciding to invest              
in the securities.  If any of the following risks actually occurs, our          
business, financial condition or results of operations would likely             
suffer.  In such case, the trading price of the securities could decline        
due to any of these risks, and you may lose all or part of your investment.     

Risk Related To Our Business                                                    

No assurance of sales or profitability.                                         

The Company's business is dependent upon the acceptance of its                  
products and services as an effective and reliable method to perform            
indoor air quality inspection, testing, remediation and maintenance.            
The Company's business is also dependent on the effectiveness of                
its marketing program to convince potential clients and potential               
independent contractors to utilize its services so that the Company             
will become profitable.  There can be no assurance that the public or           
industry participants will accept the Company's services, or that the           
Company will be successful or that its business will earn any profit.           
There can be no assurance that the Company will earn material                   
revenues or that investors will not lose their entire investment.               
There is no assurance that the Company will operate its business                
successfully or that its common stock will have value.  A failure of            
the Company's marketing campaign would have a material adverse                  
impact on its operating results, financial condition and business               
performance.                                                                    

Competition.                                                                    

The indoor air quality testing industry is extremely competitive.               
The Company's principal competitors will include other indoor air               
quality testers, home inspectors, termite inspectors, and remediation           
and abatement companies.  These competitors may have longer                     
operating histories, greater name recognition, larger installed                 
customer bases, and substantially greater financial and marketing               
resources than the Company.  The Company believes that the                      
principal factors affecting competition in this proposed market                 
include name recognition, and the ability to receive referrals based            
on client confidence in the Company's service.  There are no                    
significant barriers of entry that could keep potential competitors             

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from opening similar indoor air quality testing facilities.  The                
Company's ability to compete successfully in the industry will                  
depend in large part upon its ability to market and sell its indoor air         
quality testing and air remediation services and to respond                     
effectively to changing insurance industry standards and                        
methodology.  There can be no assurance that the Company will be                
able to compete successfully in the indoor air quality testing and              
remediation industry, or that future competition will not have a                
material adverse effect on the business, operating results, and                 
financial condition of the Company.                                             

Dependence on key personnel.                                                    

The Company's success is substantially dependent on the                         
performance of its executive officers and key employees.  Given the             
Company's early stage of operation, the Company is dependent on                 
its ability to retain and motivate high quality personnel.  Although            
the Company believes it will be able to engage qualified personnel              
for such purposes, an inability to do so could materially adversely             
affect the Company's ability to market and perform its services.                
The loss of one or more of its key employees or the Company's                   
inability to hire and retain other qualified employees could have a             
material adverse effect on the Company's business.                              

Inability to make and integrate new business acquisitions.                      

In the short-term, the success of the Company's business plan                   
depends heavily on its ability to make key business acquisitions,               
and in the longer term, on its ability to profitably integrate and              
operate those businesses.  There is no assurance that the Company               
will be able to find and acquire the new businesses that it needs to            
successfully implement its business plan. The Company needs to                  
make new business acquisitions in order to grow at an attractive                
pace.  A failure of the Company to make the new business                        
acquisitions that it seeks will likely have an adverse impact on its            
operating results, financial condition and business performance.                

We may not be able to manage our growth effectively, create                     
operating efficiencies or achieve or sustain profitability.                     

The ability to manage and operate our business as we execute our                
growth strategy will require effective planning.  Rapid growth could            
strain our internal resources, leading to a lower quality of customer           
service, reporting problems and delays in meeting important                     
deadlines, resulting in loss of market share and other problems that            
could adversely affect our reputation and financial performance.                
Our efforts to grow have placed, and we expect will continue to                 
place, a significant strain on our personnel, management systems,               
infrastructure and other resources.  Our ability to manage future               
growth effectively will also require us to continue to update and               
improve our operational, financial and management controls and                  
procedures.  If we do not manage our growth effectively, we could               
be faced with slower growth and a failure to achieve or sustain                 
profitability.                                                                  

We may incur significant costs as a result of operating as a                    
public company, and our management devotes substantial time                     
to new compliance initiatives.                                                  

We may incur significant legal, accounting and other expenses as a              
public company, including costs resulting from regulations                      
regarding corporate governance practices.  Our management and                   
other personnel devote a substantial amount of time to these                    
compliance initiatives.  Moreover, these rules and regulations have             
increased our legal and financial compliance costs and will make                
some activities more time-consuming and costly.  For example,                   
these rules and regulations could make it more difficult for us to              
attract and retain qualified persons to serve on our board of directors         
or as executive officers.                                                       

In addition, the Sarbanes-Oxley Act of 2002 ("SOX") requires,                   
among other things, that we maintain effective internal control over            
financial reporting and disclosure controls and procedures.  For the            
year ended December 31, 2008, we performed system and process                   
evaluation and testing of our internal control over financial                   
reporting to allow management to report on the effectiveness of our             
internal control over financial reporting, as required by Section 404           
of the Sarbanes-Oxley Act.  Our testing, or the subsequent testing              
by our independent registered public accounting firm in the year                
ending December 31, 2009, may reveal deficiencies in our internal               
control over financial reporting that are deemed to be material                 
weaknesses.  Our compliance with Section 404 may require that we                
incur substantial expense and expend significant management time                
on compliance-related issues.  Moreover, if our independent                     
registered public accounting firm identify deficiencies in our                  
internal control over financial reporting that are deemed to be                 
material weaknesses, the market price of our stock would likely                 
decline and we could be subject to sanctions or investigations by the           
SEC or other regulatory authorities, which would require additional             
financial and management resources.                                             

There are inherent limitations in all control systems, and                      
misstatements due to error or fraud may occur and may not be detected.          

While we continue to take action to ensure compliance with the                  
disclosure controls and other requirements of SOX, there are                    
inherent limitations in our ability to control all circumstances.  Our          
management, including our Chief Executive Officer and Chief                     
Financial Officer, does not expect that any company's controls,                 
including our own, will prevent all error and all fraud.  A control             
system, no matter how well conceived and operated, can provide                  
only reasonable, not absolute, assurance that the objectives of the             

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control system are met.  In addition, the design of a control system            
must reflect the fact that there are resource constraints and the               
benefit of controls must be evaluated in relation to their costs.               
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, in 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 errors or mistakes.  Further controls               
can be circumvented by individual acts of some persons, by                      
collusion of two or more persons, or by management override of the              
controls.  The design of any system of controls also is based in part           
upon certain assumptions about the likelihood of future events, and             
there can be no assurance that any design will succeed in achieving             
its stated goals under all potential future conditions.  Over time, a           
control may be inadequate because of change in conditions or the                
degree of compliance with the policies or procedures may                        
deteriorate.  Because of inherent limitations in a cost-effective               
control system, misstatements due to error or fraud may occur and               
not be detected.                                                                

Risk Related To Our Securities                                                  

Our stock price is volatile and there is a limited market for our shares.       

The stock markets generally have experienced, and will probably                 
continue to experience, extreme price and volume fluctuations that              
have affected the market price of the shares of many small capital              
companies.  These fluctuations have often been unrelated to the                 
operating results of such companies.  Factors that may affect the               
volatility of our stock price include the following:                            

.  Our success, or lack of success, in developing and marketing       
our products and services;                                      
.  Our ability to maintain compliance with OTCBB listing requirements;
.  Our ability to raise the required capital to fund our business;    
.  The announcement of new products, services, or technological       
innovations by us or our competitors;                           
.  Changes in the executive leadership of the company;                
.  Quarterly fluctuations of our operating results;                   
.  Changes in revenue or earning estimates; and                       
.  Competition.                                                       

Based on the factors described above, recent trends should not be               
considered reliable indicators of our future stock prices or financial results. 

Our shares of common stock have been traded on the OTCBB.                       
There has been limited trading in our common stock and we cannot                
give assurances that such a market will develop further or be maintained.       

Investors should not expect the payment of dividends by us.                     

We do not expect to pay dividends on our common stock in the                    
foreseeable future.  Investors who require cash dividends from their            
investments should not purchase our common stock or warrants.                   

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.                                                                     

You should also specifically consider the numerous risks outlined               
under "Risk Factors."                                                           

Although we believe the expectations reflected in the forward-                  
looking statements are reasonable, we cannot guarantee future                   
results, level of activity, performance or achievements.  Moreover,             
neither we nor any other person assumes responsibility for the                  
accuracy and completeness of any of these forward-looking                       
statements.  We are under no duty to update any of these forward-               
looking statements after the date of this prospectus to conform our             
prior statements to actual results or revised expectations.                     

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USE OF PROCEEDS 

We intend to use the net proceeds from the sale of the securities for           
acquisitions and general corporate purposes.                                    

DESCRIPTION OF COMMON STOCK 

The following descriptions are summaries of the material terms of               
our Articles of Incorporation and Bylaws.  Reference is made to the             
more detailed provisions of, and the descriptions are qualified in              
their entirety by reference to, the Articles of Incorporation and               
Bylaws, copies of which are filed with the SEC as exhibits to the               
registration statement of which this prospectus is a part, and                  
applicable law.                                                                 

As of September 1, 2009 there were 34,893,980 shares of common                  
stock outstanding which were held of record by 746                              
shareholders.  The holders of common stock are entitled to one vote             
per share on all matters to be voted upon by the                                
shareholders.  Subject to preferences that may be applicable to any             
series of outstanding preferred stock, the holders of common stock              
are entitled to receive ratably such dividends, if any, as may be               
declared from time to time by the board of directors out of funds               
legally available therefor.  In the event of liquidation, dissolution or        
winding up of TOMI Environmental Solutions, Inc., the holders of                
common stock are entitled to share ratably in all assets remaining              
after payment of liabilities, subject to prior distribution rights of any       
series of preferred stock then outstanding.  The common stock has               
no preemptive or conversion rights or other subscription                        
rights.  There are no redemption or sinking fund provisions                     
applicable to the common stock.                                                 

The transfer agent and registrar for our common stock is Continental Stock      
Transfer & Trust Company.                                                       

DESCRIPTION OF PREFERRED STOCK

The following descriptions are summaries of the material terms of               
our Articles of Incorporation and Bylaws.  Reference is made to the             
more detailed provisions of, and the descriptions are qualified in              
their entirety by reference to, the Articles of Incorporation and               
Bylaws, copies of which are filed with the SEC as exhibits to the               
registration statement of which this prospectus is a part, and                  
applicable law.                                                                 

When we offer to sell a particular series of preferred stock, we will           
describe the specific terms of the securities in a supplement to this           
prospectus.  The preferred stock will be issued under a certificate of          
designations relating to each series of preferred stock and is also             
subject to our Articles of Incorporation.  We currently have a Series           
A Preferred Stock comprised of 1,000,000 authorized shares with a               
par value of $.01 per share, convertible into common shares on a 1:1            
basis.  There are 510,000 Series A Preferred shares issued and                  
outstanding.  We also have a Series B Preferred Stock comprised of              
4,000 authorized shares with a stated value of $1,000 per share,                
convertible into common shares on a 200:1 basis.  There are 3,250               
Series B Preferred shares issued and outstanding.                               

Our Board of Directors may issue authorized shares of preferred                 
stock, as well as authorized but unissued shares of common stock,               
without further shareholder action, unless shareholder action is                
required by applicable law or by the rules of a stock exchange or               
quotation system on which any series of our stock may be listed or quoted.      

All shares of preferred stock offered will be fully paid and non-               
assessable.  Any shares of preferred stock that are issued will have            
priority over the common stock with respect to dividend or                      
liquidation rights or both.                                                     

Our Board of Directors could create and issue a series of preferred             
stock with rights, privileges or restrictions which effectively                 
discriminates against an existing or prospective holder of preferred stock.     

The transfer agent for each series of preferred stock will be                   
described in the prospectus supplement.                                         

DESCRIPTION OF CONVERTIBLE DEBT SECURITIES  

The following summary of the terms of the convertible debt                      
securities describes general terms that apply to the convertible debt           
securities. The convertible debt securities offered pursuant to this            
prospectus may be unsecured obligations. The particular terms of                
any convertible debt securities will be described more specifically             
in each prospectus supplement relating to those convertible debt                
securities. Where any provision in an accompanying prospectus                   
supplement is inconsistent with any provision in this summary, the              
prospectus supplement will control.                                             

Convertible debt securities will be issued under a convertible debt             
indenture which we summarize below. Since this is only a                        
summary, it does not contain all of the information that may be                 
important to you. A form of indenture relating to the convertible               

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debt securities is an exhibit to the registration statement of which            
this prospectus is a part. We encourage you to read that document.              

General                                                                         

Unless otherwise provided in a prospectus supplement, the                       
convertible debt securities will be our unsecured obligations and               
will be subordinated in right of payment to any senior                          
indebtedness.                                                                   

You should refer to each prospectus supplement that accompanies                 
this prospectus for a description of the specific series of                     
convertible debt securities we are offering by that prospectus                  
supplement. The terms may include:                                              

   .  the title and specific designation of the convertible debt securities;

.  any limit on the aggregate principal amount of the convertible debt
securities or the series of which they are a part;              

.  the date or dates on which we must pay principal;                  

 .  the rate or rates at which the convertible debt securities will bear
   interest or the manner in which interest will be determined, if any
interest is payable;                                            

.  the date or dates from which any interest will accrue, the date or 
       dates on which we must pay interest and the record date for determining
who is entitled to any interest payment;                        

  .  the place or places where we must pay the convertible debt securities
       and where any convertible debt securities issued in registered form may
be sent for transfer, conversion or exchange;                   

    .  the terms and conditions on which we may, or may be required to, redeem
the convertible debt securities;                                

 .  the terms and conditions of modifications, amendments and waivers of
any terms of the debt securities;                               

   .  the terms and conditions upon which conversion of the convertible debt
securities may be effected, including the conversion price, the 
conversion period and other conversion provisions;              

.  events of default or covenants (including relating to mergers,     
 consolidations and sales of assets) that apply to the convertible
debt securities; and                                            

.  any other terms of the convertible debt securities and any other   
        deletions from or modifications or additions to the indenture in respect
   of the convertible debt securities, including those relating to the
subordination of any convertible debt securities.               

Unless the applicable prospectus supplement specifies otherwise,                
the convertible debt securities will not be listed on any securities exchange.  

Conversion Rights                                                               

An applicable prospectus supplement will set forth the terms on                 
which the convertible debt securities of any series are convertible             
into common stock or other securities. Those terms will address                 
whether conversion is mandatory, at the option of the holder or at              
our option. The terms may also provide that the number of shares                
of our common stock to be received by the holders of the                        
convertible debt securities will be calculated according to the                 
market price of our common stock as of a time stated in the                     
prospectus supplement or otherwise.                                             

 DESCRIPTION OF WARRANTS

We may issue, either separately or together with other securities,              
warrants for the purchase of any, including any combination of                  
common stock, preferred stock or convertible debt securities that               
we may sell under this prospectus. Warrants may be issued                       
separately or together with other securities.                                   

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The warrants will be issued under warrant agreements to be                      
entered into between us and the warrantholder as set forth in the               
applicable prospectus supplement relating to any or all warrants                
with respect to which this prospectus is being delivered. Copies of             
the form of agreement for each warrant, which we refer to                       
collectively as "warrant agreements," including the forms of                    
certificates representing the warrants, which we refer to                       
collectively as "warrant certificates," and reflecting the provisions           
to be included in such agreements that will be entered into with                
respect to a particular offering of each type of warrant, will be filed         
with the SEC and incorporated by reference as exhibits to the                   
registration statement of which this prospectus is a part or as an              
exhibit to a Current Report on Form 8-K.                                        

The following description sets forth certain general terms and                  
provisions of the warrants to which any prospectus supplement                   
may relate. The particular terms of the warrants to which any                   
prospectus supplement may relate and the extent, if any, to which               
the general provisions may apply to the warrants so offered will be             
described in the applicable prospectus supplement. To the extent                
that any particular terms of the warrants, warrant agreements or                
warrant certificates described in a prospectus supplement differ                
from any of the terms described in this section, then the terms                 
described in this section will be deemed to have been superseded                
by that prospectus supplement. We encourage you to read the                     
applicable warrant agreement and certificate for additional                     
information before you purchase any of our warrants.                            

General                                                                         

The prospectus supplement will describe the terms of the warrants               
with respect to which this prospectus is being delivered, as well as            
the related warrant agreement and warrant certificates, including               
the following, where applicable:                                                

   .  the principal amount of, or the number of, securities, as the case may
      be, purchasable upon exercise of each warrant and the initial price at
       which the principal amount or number of securities, as the case may be,
may be purchased upon such exercise;                            

     .  the designation and terms of the securities, if other than common stock,
   purchasable upon exercise of the warrants and of any securities, if
other than common stock, with which the warrants are issued;    

    .  the procedures and conditions relating to the exercise of the warrants;

  .  the date, if any, on and after which the warrants, and any securities
    with which the warrants are issued, will be separately transferable;

.  the offering price, if any, of the warrants;                       

   .  the date on which the right to exercise the warrants will commence and
the date on which that right will expire;                       

.  call provisions, if any, of the warrants;                          

.  antidilution provisions, if any, of the warrants; and              

.  any other material terms of the warrants.                          

The description of warrants in the prospectus supplement will not               
necessarily be complete and will be qualified in its entirety by                
reference to the warrant agreement and warrant certificate relating             
to the warrants being offered.                                                  

Exercise of Warrants                                                            

Each warrant will entitle the holder to purchase for cash that                  
principal amount of, or number of, securities, as the case may be,              
at the exercise price set forth in, or to be determined as set forth in,        
the applicable prospectus supplement relating to the warrants. If               
mentioned in the relevant prospectus supplement, securities may                 
be surrendered as all or part of the exercise of the warrants. Unless           
otherwise specified in the applicable prospectus supplement,                    
warrants may be exercised as indicated in the applicable                        
prospectus supplement at any time up to the close of business, New              
York City time, on the expiration date set forth in the applicable              
prospectus supplement. After the close of business, New York City               
time, on the expiration date, unexercised warrants will become                  
void. Upon receipt of payment and the warrant certificate properly              
completed and duly executed, we will, as soon as practicable, issue             
the securities purchasable upon exercise of the warrant. If less than           
all of the warrants represented by the warrant certificate are                  
exercised, a new warrant certificate will be issued for the                     
remaining amount of warrants.                                                   

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No Rights of Security Holder Prior to Exercise                                  

Before the exercise of their warrants, holders of warrants will not             
have any of the rights of holders of the securities purchasable upon            
the exercise of the warrants, and will not be entitled to, among                
other things, vote or receive dividend payments or similar                      
distributions on the securities purchasable upon exercise.                      

DESCRIPTION OF UNITS

We may issue units to purchase one or more of the securities                    
referenced herein. The terms of such units will be set forth in a               
prospectus supplement. The form of units and the applicable unit                
agreement will be filed with the SEC and incorporated by                        
reference as exhibits to the registration statement of which this               
prospectus is a part or as an exhibit to a Current Report on Form 8-            
K. We encourage you to read the applicable unit agreement and                   
unit before you purchase any of our units.                                      

PLAN OF DISTRIBUTION

We may, from time to time, sell any or all of our shares of                     
common stock on the OTCBB or any other stock exchange, market                   
or trading facility on which the shares are traded or in private                
transactions. These sales may be at fixed prices, prices that may be            
changed, market prices at the time of sale, prices related to                   
prevailing market prices or negotiated prices.                                  

VALIDITY OF THE SECURITIES  

The validity of the issuance of the securities offered hereby will be           
passed on for us by Harold  Paul, LLC.                                          

EXPERTS   

The consolidated balance sheets of TOMI Environmental Solutions,                
Inc. and subsidiary as of December 31, 2008 and 2007 and the                    
related consolidated statements of operations, shareholders'                    
deficiency and cash flows for the year ended December 31, 2008                  
and the period September 5, 2007 (inception) to December 31, 2007               
and the period September 5, 2007 (inception) to December 31, 2008               
have been incorporated by reference herein in reliance upon the                 
reports of Wolinetz, Lafazan & Company, P.C., independent registered public     
accounting firm, incorporated by reference herein, and upon the authority of    
said firm as experts in accounting and auditing.                                

WHERE YOU CAN FIND MORE INFORMATION   

We file annual, quarterly and current reports, proxy statements and             
other information with the SEC.  You may read and copy any                      
document that we file at the Public Reference Room of the SEC at                
100 F Street, N.E., Washington, D.C.  20549.  You may obtain                    
information on the operation of the Public Reference Room by                    
calling the SEC at 1-800-SEC-0330.  In addition, the SEC maintains              
an Internet site at http://www.sec.gov, from which interested                   
persons can electronically access our SEC filings, including the                
registration statement and the exhibits and schedules thereto.                  

The SEC allows us to "incorporate by reference" the information we              
file with it, which means that we can disclose important information            
to you by referring you to those documents.  The information                    
incorporated by reference is an important part of this                          
prospectus.  We incorporate by reference the documents listed                   
below:                                                                          

(a) Annual Report on Form 10-K for the year ended December 31, 2008 filed       
on March 31, 2009;                                                      

(b) Quarterly Reports on Form 10-Q filed on May 15, 2009 and August 6, 2009; and

(c) Current Report on Form 8-K filed on March 2, 2009, May 20, 2009 and June    
 30, 2009 (other than portions of these documents that are furnished under
Item 2.02 or Item 7.01).                                                

You may request a copy of these filings at no cost by writing or                
telephoning the Company, 9454 Wilshire Blvd., Beverly Hills, CA                 
90212, (800) 525-1698.  You may also access the documents                       
incorporated by reference in this prospectus through our website                
www.tomies.com. Except for the specific incorporated documents                  
listed above, no information available on or through our website                
shall be deemed to be incorporated in this prospectus or the                    
registration statement of which it forms a part.                                

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.                          

                                                                      Amount
                                                                      To Be Paid
                                                                      ----------
    Registration fee                                                 $   5,580
    Transfer agent's fees                                                    *
    Printing expenses                                                        *
    Legal fees and expenses                                                  *
    Accounting fees and expenses                                             *
    Miscellaneous                                                            *
                                                                      ----------
         Total                                                               *
                                                                      ==========

* To be completed by amendment.                                                 

Item 14.  Indemnification of Directors and Officers.                            

Section 607of the Florida Corporation Law ("Section 607") permits               
indemnification of officers and directors of a corporation under                
certain conditions and subject to certain limitations. Section 607              
also provides that a corporation has the power to maintain insurance            
on behalf of its officers and directors against any liability asserted          
against such person and incurred by him or her in such capacity, or             
arising out of his or her status as such, whether or not the                    
corporation would have the power to indemnify him or her against                
such liability under the provisions of Section 607.                             

TOMI may enter into indemnification agreements with each of its                 
directors and executive officers and has purchased directors' and               
officers' liability insurance. Generally, the indemnification                   
agreement attempts to provide the maximum protection permitted                  
by Florida law as it may be amended from time to time.  Under such              
indemnification provisions, an individual will receive                          
indemnification for expenses, judgments, fines and amounts paid in              
settlement if he or she is found to have acted in good faith and in a           
manner reasonably believed to be in, or not opposed to, the best                
interests of TOMI, and, with respect to any criminal action or                  
proceeding, had no reasonable cause to believe his or her conduct               
was unlawful.                                                                   

At present, there is no pending litigation or proceeding or any threatened      
claim against any officers or directors that may result in a claim for          
indemnification.                                                                

Item 15.  Recent Sales of Unregistered Securities.                              

None.                                                                           

Item 16.  Exhibits and Financial Statement Schedules.                           

(a) The following exhibits are filed as part of this Registration Statement:    

Exhibit                                                                         
Number  Description                                                             
------- -----------                                                             

2.0     Agreement and Plan of Reorganization dated October 15, 2007** (1)       
3.1     Restated Articles of Incorporation of TOMI Environmental Solutions, Inc.
3.2     Bylaws, as amended, of TOMI Environmental Solutions, Inc.               
5.0     Opinion of Harold W. Paul, LLC*                                         
10.1    Halden Shane Employment Contract** (2)                                  
10.2    Agreement with S.C.O. Medallion Healthy Homes LTD dated                 
February 23, 2008** (3)                                         
14.0    Code of Ethics** (4)                                                    
23.1    Consent of Wolinetz, Lafazan & Company, P.C., Independent Registered    
Public Accounting Firm*                                         

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*      To be filed by amendment.                                              
** (1)  Incorporated by reference to Exhibit 2.0 to Form 10-KSB filed with the  
Securities and Exchange Commission on April 3, 2008.            
** (2)  Incorporated by reference to Exhibit 10.1 to Form 10-K filed with the   
Securities and Exchange Commission on March 31, 2009.           
** (3)  Incorporated by reference to Exhibit 10.1 to Form 10-KSB filed with the 
Securities and Exchange Commission on April 3, 2008.            
** (4)  Incorporated by reference to Exhibit 14.0 to Form 10-K filed with the   
Securities and Exchange Commission on March 31, 2009.           

Item 17.  Undertakings                                                          

The undersigned hereby undertakes:                                              

1.  To file, during any period in which offers or sales are being               
made, a post-effective amendment to this registration statement:                

i.   To include any prospectus required by Section                    
10(a)(3) of the Securities Act of 1933;                     
ii.  To reflect in the prospectus any facts or events                 
arising after the effective date of the registration        
statement (or the most recent post-effective                
amendment thereof) which, individually or in the            
aggregate, represent a fundamental change in the            
information set forth in the registration statement.        
Notwithstanding the foregoing, any increase or              
decrease in volume of securities offered (if the total      
dollar value of securities offered would not exceed         
that which was registered) and any deviation from           
the low or high end of the estimated maximum                
offering range may be reflected in the form of              
prospectus filed with the Commission pursuant to            
Rule 424(b) if, in the aggregate, the changes in            
volume and price represent no more than 20%                 
change in the maximum aggregate offering price set          
forth in the "Calculation of Registration Fee" table        
in the effective registration statement.                    
iii. To include any material information with respect to              
the plan of distribution not previously disclosed in        
the registration statement or any material change to        
such information in the registration statement;             

2.  That, for the purpose of determining any liability under the                
Securities Act of 1933, each such post-effective amendment shall be             
deemed to be a new registration statement relating to the securities            
offered therein, and the offering of such securities at that time shall         
be deemed to be the initial bona fide offering thereof.                         

3.  To remove from registration by means of a post-effective                    
amendment any of the securities being registered which remain                   
unsold at the termination of the offering.                                      

4.  Insofar as indemnification for liabilities arising under the                
Securities Act of 1933 may be permitted to directors, officers and              
controlling persons of the registrant pursuant to the provisions                
referenced in Item 14 of this Registration Statement, or otherwise,             
the registrant has been advised that in the opinion of the Securities           
and Exchange Commission such indemnification is against public                  
policy as expressed in the Act and is, therefore, unenforceable.  In            
the event that a claim for indemnification against such liabilities             
(other than the payment by the registrant of expenses incurred or               
paid by a director, officer, or controlling person of the registrant in         
the successful defense of any action, suit or proceeding) is asserted           
by such director, officer or controlling person in connection with the          
securities being registered hereunder, the registrant will, unless in           
the opinion of its counsel the matter has been settled by controlling           
precedent, submit to a court of appropriate jurisdiction the question           
of whether such indemnification by it is against public policy as               
expressed in the Act and will be governed by the final adjudication             
of such issue.                                                                  

5.   The undersigned registrant hereby undertakes that:                         

    (1)  For purposes of determining any liability under the Securities Act of
      1933, the information omitted from the form of prospectus filed as
      part of this Registration Statement in reliance upon Rule 430A and
         contained in a form of prospectus filed by the Registrant pursuant to
     Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
          deemed to be part of this Registration Statement as of the time it was
declared effective.                                         

      (2)  For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of
 prospectus shall be deemed to be a new Registration Statement
        relating to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
offering thereof.                                           

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the                 
Registrant has duly caused this Registration Statement to be signed             
on its behalf by the undersigned, thereunto duly authorized, in the             
City of Beverly Hills, State of California, on the 5th day of October, 2009.    

TOMI ENVIRONMENTAL SOLUTIONS, INC.                                              

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

Pursuant to the requirements of the Securities Act of 1933, as                  
amended, this Registration Statement has been signed by the                     
following persons in the capacities and on the dates indicated.                 

Signature                    Title                             Date             
---------                    -----                             ----             

/s/ Halden Shane             Principal Executive Officer       October 5, 2009  
-------------------------    Principal Financial and                            
Halden Shane                 Accounting Officer                                 

/s/Richard Johnson           Secretary and Director            October 5, 2009  
-------------------------                                                       
Richard Johnson                                                                 

/s/Willie Brown, Jr.         Director                          October 5, 2009  
-------------------------                                                       
Willie Brown, Jr.                                                               

/s/ Harold Paul              Director                          October 5, 2009  
-------------------------                                                       
Harold Paul                                                                     

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   EXHIBIT INDEX

Exhibit                                                                         
Number  Description                                                             
------- -----------                                                             

2.0     Agreement and Plan of Reorganization dated October 15, 2007** (1)       
3.1     Restated Articles of Incorporation of TOMI Environmental Solutions, Inc.
3.2     Bylaws, as amended, of TOMI Environmental Solutions, Inc.               
5.0     Opinion of Harold W. Paul, LLC*                                         
10.1    Halden Shane Employment Contract** (2)                                  
10.2    Agreement with S.C.O. Medallion Healthy Homes LTD dated                 
February 23, 2008** (3)                                         
14.0    Code of Ethics** (4)                                                    
23.1    Consent of Wolinetz, Lafazan & Company, P.C., Independent Registered    
Public Accounting Firm*                                         

*     To be filed by amendment.                                             
** (1)  Incorporated by reference to Exhibit 2.0 to Form 10-KSB filed with the  
Securities and Exchange Commission on April 3, 2008.            
** (2)  Incorporated by reference to Exhibit 10.1 to Form 10-K filed with the   
Securities and Exchange Commission on March 31, 2009.           
** (3)  Incorporated by reference to Exhibit 10.1 to Form 10-KSB filed with the 
Securities and Exchange Commission on April 3, 2008.            
** (4)  Incorporated by reference to Exhibit 14.0 to Form 10-K filed with the   
Securities and Exchange Commission on March 31, 2009.           

    15

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
		12/31/09		6					10-K,  10-K/A,  NT 10-K
Filed on:		10/6/09
		10/5/09		14
		9/1/09		8
		8/6/09		11					10-Q
		6/30/09		4		11			10-Q,  8-K
		5/20/09		11					8-K
		5/15/09		11					10-Q
		3/31/09		11		15			10-K,  10-Q
		3/2/09		11					8-K,  D
		12/31/08		6		11			10-K
		4/3/08		13		15			10KSB
		2/23/08		12		15
		12/31/07		11					10KSB,  10KSB/A,  NT 10-K
		10/15/07		12		15
		9/5/07		11
									List all Filings

9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  TOMI Environmental Solutions, Inc 10-K       12/31/23   89:6.6M                                   Blueprint/FA
 3/16/23  TOMI Environmental Solutions, Inc 10-K       12/31/22   87:6.6M                                   Blueprint/FA
 3/29/22  TOMI Environmental Solutions, Inc 10-K       12/31/21   91:7.1M                                   Blueprint/FA
 1/06/22  TOMI Environmental Solutions, Inc S-3/A                  2:52K                                    Blueprint/FA
12/27/21  TOMI Environmental Solutions, Inc S-3                    4:355K                                   Blueprint/FA
10/26/21  TOMI Environmental Solutions, Inc S-3                    3:277K                                   Blueprint/FA
 7/06/21  TOMI Environmental Solutions, Inc S-8         7/06/21    4:273K                                   Blueprint/FA
 3/30/21  TOMI Environmental Solutions, Inc 10-K       12/31/20   89:6M                                     Blueprint/FA
11/04/20  TOMI Environmental Solutions, Inc S-3                    4:425K                                   Blueprint/FA