~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

TOMI Environmental Solutions, Inc., a Florida corporation (“TOMI”, the “Company”, “we”, “our” and “us”) is a global provider of disinfection and decontamination essentials through our premier Binary Ionization Technology® (BIT™) platform, under which we manufacture, license, service and sell our SteraMist® brand of products, including SteraMist® BIT™, a hydrogen peroxide-based mist and fog. Our solution and process are environmentally friendly as the only biproduct from our decontamination process is oxygen and water in the form of humidity. Our solution is organically listed in the United States and Canada it is sustainably a green product with no or very little carbon footprint. Our business is organized into five divisions: ~~Healthcare,~~ Life Sciences, Healthcare, TOMI Service Network, Food Safety and Commercial.

Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ is registered with the U.S. Environmental Protection Agency (EPA) and uses a low percentage hydrogen peroxide as its only active ingredient to produce a fog composed mostly of a hydroxyl radical (^.OH ion), known as ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.

Our products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, bio-safety labs, pharmaceutical facilities, meat and produce processing facilities, universities and research facilities, vivarium labs, other service industries including cruise ships, office buildings, hotel and motel rooms, schools, restaurants, military barracks, police and fire departments, prisons, and athletic facilities. Our products are also used in single-family homes and multi-unit residences. Additionally, our products have been listed on the EPA’s List N as products that help combat COVID-19 and are actively being used for this purpose.

The interim unaudited condensed consolidated financial statements included herein, presented in accordance with generally accepted accounting principles utilized in the United States of America (“GAAP”), and stated in U.S. dollars, have been prepared by us, without an audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

These financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements for the year ended December 31, ~~2021~~2022 and notes thereto which are included in the Annual Report on Form 10-K previously filed with the SEC on March ~~29, 2022.~~16, 2023. We follow the same accounting policies in the preparation of interim reports. The results of operations for the interim periods covered by this Form 10-Q may not necessarily be indicative of results of operations for the full fiscal year or any other interim period.

The accompanying condensed consolidated financial statements include the accounts of TOMI and its wholly ~~owned subsidiary,~~owned-subsidiary, TOMI Environmental Solutions, Inc., a Nevada corporation. All intercompany accounts and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior-year comparative financial statements to conform to the current year presentation. These reclassifications had no material effect on previously reported results of operations or financial position.

The preparation of the condensed consolidated financial statements in conformity with ~~U.S.~~ GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the accompanying ~~condensed~~ consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, inventory, fair values of financial instruments, intangible assets, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities.

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated fair value because of the short maturity of these instruments.

Cash and cash equivalents ~~includes~~include cash on hand, held at financial institutions and other liquid investments with original maturities of three months or less. At times, these deposits may be in excess of insured limits. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no cash equivalents.

Our accounts receivable are typically from ~~credit worthy~~credit-worthy customers or, for certain international customers, are supported by pre-payments. For those customers to whom we extend credit, we perform periodic evaluations of their status and maintain allowances for potential credit losses as deemed necessary. We have a policy of reserving for ~~doubtful accounts~~credit losses based on our best estimate of the amount of potential credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debt expense for the three months ended March 31, 2023 and 2022, respectively was approximately $54,000 and ~~2021 was $0 and $115,000, respectively.~~$0. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the allowance for doubtful accounts reserve was $1,678,000.

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventories consist primarily of finished goods and raw materials.

We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories may not be usable. Our reserve for obsolete inventory was $0$95,000 as of March 31, ~~2022~~2023 and December 31, ~~2021.~~2022.

We account for property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation for equipment, furniture and fixtures and vehicles commences once placed in service for its intended use. Leasehold improvements are amortized using the straight-line method over the lives of the respective leases or service lives of the improvements, whichever is shorter.

We recognize a right-of-use (“ROU”) asset and lease liability for all leases with terms of more than 12 months, in accordance with ASC 842. We utilize the short-term lease recognition exemption for all asset classes as part of our on-going accounting under ASC 842. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities. Recognition, measurement and presentation of expenses depends on classification as a finance or operating lease.

As a lessee, we utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation. In determining the discount rate to use in calculating the present value of lease payments, we used our incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments.

We have also elected the practical expedient to not separate lease and non-lease components for all asset classes, meaning all consideration that is fixed, or in-substance fixed, will be captured as part of our lease components for balance sheet purposes. Furthermore, all variable payments included in lease agreements will be disclosed as variable lease expense when incurred. Generally, variable lease payments are based on usage and common area maintenance. These payments will be included as variable lease expense ~~when recognized.~~in the period in which they are incurred.

In accordance with ASC 985-20 regarding the development of software to be sold, leased, or marketed, we expense such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales. Amortization expense for ~~both~~ the ~~periods~~three months ended March 31, 2023 and 2022, was $0 and ~~2021, was $10,475.~~

As of March 31, ~~2022,~~2023, one vendor accounted for approximately ~~52%~~45% of accounts payable. As of December 31, ~~2021,~~2022, two vendors accounted for approximately ~~53%~~55% of accounts payable.

For the three months ended March 31, 2023 and 2022, two vendors accounted for 59% and 69%of cost of ~~sales. For the three months ended March 31, 2021, two vendors accounted for 64%of cost of sales.~~sales, respectively.

Accrued warranties represent the estimated costs, if any, that will be incurred during the warranty period of our products. We estimate the expected costs to be incurred during the warranty period and record the expense to the condensed consolidated statement of operations at the date of sale. Our manufacturers assume the warranty against product defects from date of sale, which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results. As of March 31, ~~2022,~~2023, and December 31, ~~2021,~~2022, our warranty reserve was ~~$68,000.~~$30,000 and $68,000, respectively. (See Note 14).

Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits that are, on a more likely than not basis, not expected to be realized in accordance with ~~Accounting Standards Codification (ASC)~~FASB ASC Topic 740, Income Taxes guidance for income taxes. Net deferred tax benefits have been fully reserved at March 31, ~~2022~~2023 and December 31, ~~2021. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.~~2022.

Basic net income or (loss) per share is computed by dividing our net income or (loss) by the weighted average number of shares of common stock outstanding during the period presented. Diluted income or (loss) per share is based on the ~~treasury stock~~if converted method and includes the effect from potential issuance of shares of common stock, such as shares issuable pursuant to the exercise of options and warrants and conversions of preferred stock or debentures.

Potentially dilutive securities as of March 31, ~~2022~~2023 consisted of ~~2,826,710~~2,773,585 shares of common stock issuable upon exercise of outstanding warrants, ~~413,000~~610,500 shares of common stock issuable upon ~~outstanding options~~vesting and exercise and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”).

Potentially dilutive securities as of March 31, ~~2021~~2022 consisted of ~~1,880,383~~2,826,710 shares of common stock issuable upon exercise of outstanding warrants, ~~132,500~~413,000 shares of common stock issuable upon outstanding options and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”).

Diluted net income or (loss) per share is computed similarly to basic net income or (loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if such additional shares were dilutive. Options, warrants, and preferred stock of approximately ~~3.3~~3.4 million and ~~2.1~~3.3 million exercisable or convertible into shares of common stock were outstanding at March 31, ~~2022~~2023 and March 31, ~~2021,~~2022, respectively, but were excluded from the computation of diluted net loss per share at March 31, ~~2022~~2023 due to the anti-dilutive effect on net loss per share.

	For the Three Months Ended March 31, (Unaudited)						For the Three Months Ended March 31, (Unaudited)
	2022			2021			2023			2022
Net Income (Loss)	$	(659,484	)	$	(1,510,941	)
Net income (loss) attributable to common shareholders	$	(659,484	)	$	(1,510,941	)	$	(1,187,487	)	$	(659,484	)
Weighted average number of shares of common stock outstanding:
Basic		19,718,330			16,805,402			19,806,622			19,718,330
Diluted		19,718,330			16,805,402			19,806,622			19,718,330
Net income (loss) attributable to common shareholders per share:
Basic	$	(0.03	)	$	(0.09	)	$	(0.06	)	$	(0.03	)
Diluted	$	(0.03	)	$	(0.09	)	$	(0.06	)	$	(0.03	)

The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:

Note: Warrants, options and preferred stock for the three months ended March 31, 2022 and 2021 are not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.

We recognize revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations.

We must use judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above.

Title and risk of loss generally pass to our customers upon shipment. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Shipping and handling costs charged to customers are included in Product Revenues. The associated expenses are treated as fulfillment costs and are included in Cost of Revenues. Revenues are reported net of sales taxes collected from Customers.

The following table presents our approximate revenues disaggregated by revenue source.

	For the three months ended March 31, (Unaudited)				For the three months ended March 31, (Unaudited)
	2022		2021		2023		2022
SteraMist Product	$	1,886,000	$	1,661,000	$	1,276,000	$	1,886,000
Service and Training		423,000		412,000		306,000		423,000
Total	$	2,309,000	$	2,073,000	$	1,582,000	$	2,309,000

	For the three months ended March 31, (Unaudited)				For the three months ended March 31, (Unaudited)
	2022		2021		2023		2022
United States	$	1,879,000	$	1,804,000	$	1,128,000	$	1,879,000
International		430,000		269,000		454,000		430,000
Total	$	2,309,000	$	2,073,000	$	1,582,000	$	2,309,000

Product revenue includes sales from our standard and customized equipment, solution and accessories sold with our equipment. Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products.

Service and training revenue include sales from our high-level decontamination and service engagements, validation of our equipment and technology and customer training. Service revenue is recognized as the agreed upon services are rendered to our customers in an amount that reflects the consideration we expect to receive in exchange for those services.

We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses.

As of March 31, ~~2022,~~2023, and December 31, ~~2021~~2022 we did not have any unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Our contracts with customers may include multiple performance obligations. We enter into contracts that can include various combinations of products and services, which are primarily distinct and accounted for as separate performance obligations.

Our contracts with customers for products and services often dictate the terms and conditions of when the control of the promised products or services is transferred to the customer and the amount of consideration to be received in exchange for the products and services.

We account for equity compensation expense in accordance with FASB ASC 718, “Compensation—Stock Compensation.” Under the provisions of FASB ASC 718, equity compensation expense is estimated at the grant date based on the award’s fair value.

The valuation methodology used to determine the fair value of options and warrants issued as compensation during the period is the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The expected term of the Company’s warrants has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” warrants. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best assessment.

On July 7, 2017, our shareholders approved the 2016 Equity Incentive Plan, or the 2016 Plan. The 2016 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance units/shares. Up to 2,000,000 shares of common stock are authorized for issuance under the 2016 Plan. Shares issued under the 2016 Plan may be either authorized but unissued shares, treasury shares, or any combination thereof. Provisions in the 2016 Plan permit the reuse or reissuance by the 2016 Plan of shares of common stock for numerous reasons, including, but not limited to, shares of common stock underlying canceled, expired, or forfeited awards of stock-based compensation and stock appreciation rights paid out in the form of cash. Equity compensation expense will typically be awarded in consideration for the future performance of services to us. All recipients of awards under the 2016 Plan are required to enter into award agreements with us at the time of the award, and awards under the 2016 Plan are expressly conditioned upon such agreements. For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, we issued ~~51,750~~60,000 and ~~50,000~~51,750 shares of common stock, respectively, out of the 2016 Plan.

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation limit of $250,000 at times during the year.

We assess long-lived assets for potential impairments at the end of each year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating long-lived assets for impairment, we measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If our long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We base the calculations of the estimated fair value of our long-lived assets on the income approach. For the income approach, we use an internally developed discounted cash flow model that includes, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. We had no long-lived asset impairment charges for the three months ended March 31, ~~2022~~2023 and ~~December 31, 2021.~~2022.

We expense advertising costs in the period in which they are incurred. Advertising and promotional expenses for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 were approximately $197,000 and $194,000, ~~and $266,000,~~ respectively.

We expense research and development expenses in the period in which they are incurred. For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, research and development expenses were approximately $71,000 and $37,000, ~~and $196,000,~~ respectively.

We currently have one reportable business segment due to the fact that we derive our revenue primarily from one product. A breakdown of revenue is presented in “Revenue Recognition” in Note 2 above.

In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which we adopted on January 1, 2020. This ASU also enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted the ASU prospectively on January 1, 2023. This ASU is currently not ~~yet adopted~~expected to have a material impact on our consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. ~~Adoption of the~~We adopted this ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption.prospectively on January 1, 2023. This ASU is currently not expected to have a material impact on our ~~condensed~~ consolidated financial statements.

	March 31, 2022 (Unaudited)		December 31, 2021		March 31, 2023 (Unaudited)			December 31, 2022
Finished goods	$	4,664,317	$	4,293,080	$	3,806,603		$	3,929,000
Raw Materials		435,778		450,200		644,855			691,999
	$	5,100,095	$	4,743,280
Inventory Reserve						(95,000	)		(95,000	)
Total					$	4,353,458		$	4,495,999

At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we maintained vendor deposits of ~~$314,836~~$514,203 and ~~$288,586,~~$447,052, respectively, for open purchase orders for inventory.

	March 31, 2022 (Unaudited)		December 31, 2021		March 31, 2023 (Unaudited)		December 31, 2022
Furniture and fixtures	$	357,236	$	357,236	$	364,819	$	364,819
Equipment		2,070,880		1,688,236		2,250,310		2,236,510
Vehicles		60,703		60,703		60,703		60,703
Computer and software		240,517		232,017		266,925		246,638
Leasehold improvements		386,120		386,120		393,381		393,381
Tenant Improvement Allowance		405,000		405,000		405,000		405,000
Capitalized Costs in Progress – Tooling and Molds		0		376,864
		3,520,456		3,506,176
Total cost of property and equipment						3,741,138		3,707,051
Less: Accumulated depreciation		2,106,705		2,017,857		2,466,521		2,371,720
	$	1,413,751	$	1,488,319
Property and Equipment, net					$	1,274,617	$	1,335,331

For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, depreciation was ~~$79,050~~$85,003 and ~~$81,026,~~$79,050, respectively. For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, amortization of tenant improvement allowance was $9,798 and was recorded as lease expense and included within general and administrative expense on the condensed consolidated statement of operations.

Intangible assets consist of patents and trademarks related to our Binary Ionization Technology. We amortize the patents over the estimated remaining lives of the related patents. The trademarks have an indefinite life. Amortization expense was ~~$3,242~~$3,773 and ~~$2,422~~$3,242 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

In April 2018, we entered into a 10-year lease agreement for a new 9,000-square-foot facility that contains office, warehouse, lab and research and development space in Frederick, Maryland. The lease agreement commenced in December 2018 when the property was ready for occupancy. The agreement provided for annual rent of $143,460, an escalation clause that increases the rent 3% year over year, a landlord tenant improvement allowance of $405,000 and additional landlord work as discussed in the lease agreement. We took occupancy of the property on December 17, 2018 and the lease was amended in March 2019 to provide for a 4-month rent holiday and a commencement date of April 1, 2019. A 7% discount rate was determined using used our incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The balances for our operating lease where we are the lessee are presented as follows within our condensed consolidated balance sheet:

Operating leases:	March 31, 2022 (Unaudited)		December 31, 2021		March 31, 2023 (Unaudited)		December 31, 2022

Assets:
Operating lease right-of-use asset	$	570,297	$	583,271	$	514,400	$	528,996
Liabilities:
Current Portion of Long-Term Operating Lease	$	94,539	$	91,775	$	106,230	$	100,282
Long-Term Operating Lease, Net of Current Portion		837,158		861,415		730,928		761,132
	$	931,697	$	953,190	$	837,158	$	861,414

The components of lease expense are as follows and are included within general and administrative expense on our condensed consolidated statement of operations:

	March 31, 2022 (Unaudited)			December 31, 2021			March 31, 2023 (Unaudited)			December 31, 2022

Weighted-average remaining lease term:
Operating leases	6.75 years			7.00 years			5.75 years			6.00 years

Discount rate:
Operating leases		7.00	%		7.00	%		7.00	%		7.00	%

Supplemental cash flow information related to leases where we are the lessee is as follows:

As of March 31, ~~2022,~~2023, the maturities of our operating lease liability are as follows:

Year Ended:	Operating Lease		Operating Lease
April 1 – December 31, 2022	$	117,572
December 31, 2023		160,290
April 1 – December 31, 2023			$	121,099
December 31, 2024		165,098		165,098
December 31, 2025		170,051		170,051
December 31, 2026		175,153		175,153
December 31, 2027				180,408
Thereafter		399,978		219,571
Total minimum lease payments		1,188,142		1,031,380
Less: Interest		256,445		194,222
Present value of lease obligations		931,697		837,158
Less: Current portion		94,539		106,230
Long-term portion of lease obligations	$	837,158	$	730,928

In accordance with ASC 985-20 we capitalized certain software development costs associated with updating our continuing line of product offerings. Capitalized software development costs consist of the following at:

	March 31, 2022						March 31, 2023			December 31,
	(Unaudited)			December 31, 2021			(Unaudited)			2022
Capitalized Software Development Costs	$	125,704		$	125,704		$	125,704		$	125,704
Less: Accumulated Amortization		(125,704	)		(115,229	)		(125,704	)		(125,704	)
Capitalized Software Development Costs - net	$	0		$	10,475		$	-		$	-

Amortization expense for the three months ended March 31, 2023 and 2022 was $0 and ~~2021 was~~ $10,475, respectively.

In May 2020, we entered into a cloud computing service contract with a vendor. The contract provides for annual payments in the amount of $30,409 and has a term of 5 years. The annual contract payments are capitalized as a prepaid expense and amortized over a twelve-month period.

We have incurred implementation costs of $66,857 in connection with the cloud computing service contract which have been capitalized in prepaid expenses and other assets as of March 31, ~~2022.~~2023. In accordance with ASU No. 2018-15, such implementation costs are being amortized over the remaining contract terms beginning January 1, 2021, which was when the cloud-based service contract was placed in service. Amortization expense for the three months ended March 31, 2023 and 2022 were $3,766 and ~~2021 were~~ $4,526, ~~and $3,482,~~ respectively.

Our Board of Directors (the “Board”) may, without further action by our shareholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of such preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up by us before any payment is made to the holders of our common stock. Furthermore, the Board could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock.

Our authorized Convertible Series A Preferred Stock, $0.01 par value, consists of 1,000,000 shares. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, there were 63,750 shares issued and outstanding. The Convertible Series A Preferred Stock is convertible at the rate of one share of common stock for one share of Convertible Series A Preferred Stock.

Our authorized Convertible Series B Preferred Stock, $1,000 stated value, 7.5% cumulative dividend, consists of 4,000 shares. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no shares issued and outstanding, respectively. Each share of Convertible Series B Preferred Stock may be converted (at the holder’s election) into two hundred shares of our common stock.

In January ~~2021, we issued 50,000 shares of common stock valued at approximately $228,000 to members of our Board (see Note 12).~~

In September 2021, we sold 2,869,442 shares of common stock through a registered direct offering and issued 1,434,721 warrants to purchase common stock in a concurrent private placement. We received net proceeds from the transaction of $4,581,651, after deducting the placement agent’s fees and other estimated offering expenses. The Warrants have an exercise price of $1.68 per share, are exercisable immediately upon issuance and have a term of five years from the date of issuance. In addition, we issued 172,167 warrants to the placement agent which have a term of five years and an exercise price of $2.18 per share.

~~In January~~ 2022, we issued 51,750 shares of common stock valued at approximately $54,000 to members of our Board pursuant to our equity plan (see Note 12).

In January 2023, we issued 60,000 shares of common stock valued at approximately $51,000 to members of our Board pursuant to our equity plan (see Note 12).

In January 2022, we issued ~~an option~~options to purchase ~~172,500~~270,000 shares of common stock to ~~our Chief Executive Officer~~Officers at an exercise price of $1.12 per share pursuant to an employment agreement. The ~~option was~~options were valued at ~~$178,281~~$297,766 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the ~~warrant~~options received by ~~our Chief Executive Officer with~~ the ~~following assumptions: volatility, 156%; expected dividend yield, 0%; risk free interest rate, 1.65%;~~

~~and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.03.~~

In January 2022 we issued an option to purchase 40,000 shares of common stock to our Chief Financial Officer at an exercise price of $1.12 per share pursuant to an employment agreement. The option was valued at $41,340 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive OfficerOfficers with the following assumptions: volatility, 156%; expected dividend yield, 0%; risk free interest rate, 1.65%; and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.03.

In January 2023, we issued options to purchase 175,000 shares of common stock to Officers at an exercise price of $0.85 per share pursuant to an employment agreement. The options were valued at $132,361 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by Officers with the following ~~table summarizes~~assumptions: volatility, 139%; expected dividend yield, 0%; risk free interest rate, 3.59%; and an expected life of 5 years. The grant date fair value of each share of common stock ~~options outstanding as of March 31, 2022 and December 31, 2021:~~

~~Options outstanding and exercisable by price range as of March 31, 2022 were as follows:~~

~~On February 11, 2021,~~In January 2023, we ~~agreed~~issued an option to ~~amend (the “Warrant Amendment”)~~purchase 35,000 shares of common stock to an employee at an exercise price of $0.85 per share pursuant to an employment agreement. The option was valued at $26,472 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant ~~to purchase 125,000 shares of TOMI common stock, par value $0.01 (the “Common Stock”), issued~~received by ~~TOMI to Dr. Halden S. Shane, TOMI’s~~our Chief Executive Officer ~~and a director on TOMI’s board of directors, on February 11, 2014 (the “Warrant”), to provide TOMI an option to repurchase the Warrant from Dr. Shane at a negotiated price. In connection~~ with the ~~Warrant Amendment, TOMI repurchased~~following assumptions: volatility, 139%; expected dividend yield, 0%; risk free interest rate, 3.59%; and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant ~~from Dr. Shane (the “Repurchase”) for an aggregate cash consideration of $314,500, representing a 15% discount of the net exercise cash value of the Warrant, which~~ was calculated using the closing price of the Common Stock on the Nasdaq on February 11, 2021 of $5.36, less the exercise price of the warrants in the amount of $2.40. On the same date, the Warrant Amendment and the Repurchase was considered, approved and adopted by a disinterested majority of TOMI’s board of directors. The $314,500 charge in connection with the warrant amendment has been included in General and Administrative expenses for the three months ended March 31, 2021.$0.76.

The following table summarizes stock options outstanding as of March 31, 2023 and December 31, 2022:

Options outstanding and exercisable by price range as of March 31, 2023 were as follows:

The following table summarizes the outstanding common stock warrants as of March 31, ~~2022~~2023 and December 31, ~~2021:~~2022:

	March 31, 2022 (Unaudited)						December 31, 2021						March 31, 2023 (Unaudited)						December 31, 2022
	(Unaudited)			Weighted Average Exercise Price			Number of Warrants			Weighted Average Exercise Price			(Unaudited)			Weighted Average Exercise Price			Number of Warrants			Weighted Average Exercise Price
Outstanding, beginning of period		3,381,021		$	2.22			2,049,133		$	2.55			2,792,335		$	2.25			3,381,021		$	2.22
Granted		-			0			1,606,888			1.73			-			-			-			-
Exercised		-			0			(76,796	)		0			-			-			(31,250	)		(0.21	)
Expired		(554,311	)		(2.24	)		(262,500	)		(2.65	)		(18,750	)		(1.20	)		(557,436	)		(2.23	)
Outstanding, end of period		2,826,710		$	2.22			3,381,021		$	2.22			2,773,585		$	2.26			2,792,335		$	2.25

Warrants outstanding and exercisable by price range as of March 31, ~~2022~~2023 were as follows:

Outstanding Warrants	Outstanding Warrants					Exercisable Warrants				Outstanding Warrants					Exercisable Warrants
Exercise Price	Exercise Price	Number		Average Weighted Remaining Contractual Life in Years		Number		Weighted Average Exercise Price		Exercise Price	Number		Average Weighted Remaining Contractual Life in Years		Number		Weighted Average Exercise Price
$	0.64		31,250		1.65		31,250	$	0.64	0.64		31,250		10.65		31,250	$	0.64
$	0.80		158,125		1.51		158,125	$	0.80	0.80		125,000		10.89		125,000	$	0.80
$	0.96		442,708		0.69		442,708	$	0.96	0.96		442,708		9.64		442,708	$	0.96
$	1.12		6,250		2.05		6,250	$	1.12	1.12		6,250		1.05		6,250	$	1.12
$	1.20		175,000		2.63		175,000	$	1.20	1.20		156,250		1.84		156,250	$	1.20
$	1.36		1,250		0.57		1,250	$	1.36	1.68		1,434,721		3.50		1,434,721	$	1.68
$	1.68		1,434,721		1.50		1,434,721	$	1.68	2.18		172,167		3.50		172,167	$	2.18
$	2.18		172,167		4.50		172,167	$	2.18	4.00		28,750		7.07		28,750	$	4.00
$	4.00		28,750		8.07		28,750	$	4.00	6.95		375,000		7.51		375,000	$	6.95
$	6.95		375,000		8.50		375,000	$	6.95	8.40		1,489		0.39		1,489	$	8.40
$	8.40		1,488		1.37		1,488	$	8.40
			2,826,710		3.41		2,826,710	$	2.22			2,773,585		5.37		2,773,585	$	2.26

We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. In addition, from time to time, we may have to file claims against parties that infringe on our intellectual property.

As of March 31, 2022 and December 31, ~~2021,~~2022, there were no claims against us for product liability.

The COVID-19 pandemic has temporarily increased the global demand for disinfection products and services that help prevent the spread and transmission of COVID-19 virus. The Company’s products have been identified as an essential disinfectant and decontamination vendor by various agencies and countries, which have materially affected its business and results of operations. The Company experienced a substantial increase in demand for our products and services in 2020 due to the pandemic. Throughout 2021, the Company experienced a reduction of demand due to various factors, including the closure of our major customers’ business operations due to the pandemic, which resulted in the suspension of many of its ongoing long-term projects. As the impact of the COVID-19 pandemic began to subside and economic activities gradually return to normal in 2022, customers reallocated their resources elsewhere and reduced their spending on disinfection products, which resulted in lower demand for our products. It is difficult to predict how COVID-19 pandemic will affect the Company’s financial performance in ~~the remainder of 2022,~~throughout fiscal year 2023, as the global economy gradually reopens, customers adjust and change their operations, and the Company implements new marketing and sales strategies in response.

On September 22, 2020, we entered into a three-year employment agreement with Dr. Shane, effective October 1, 2020. The agreement provides for a base annual salary of $500,000. The agreement also provides for a signing bonus of 375,000 warrants. Dr. Shane is also entitled to a cash performance bonus and an annual issuance of an option to purchase 31,250 shares of common stock from the 2016 Plan at the discretion of the Board. The agreement also provides that we will reimburse Dr. Shane for the expenses associated with the use of an automobile up to $750 a month. The term of the agreement is three years.

~~In the event Dr. Shane is terminated as CEO as a result of a change in control, Dr. Shane will be entitled to a lump sum payment of two years’ salary at the time of such termination.~~

The Board may terminate Dr. Shane for cause by written notification to Dr. Shane; provided, however, that no termination for cause will be effective unless Dr. Shane has been provided with prior written notice and opportunity for remedial action and fails to remedy within 30 days thereof, in the event of a termination by the Company (i) by reason of willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, (ii) by reason of material breach of his employment agreement and (iii) by reason of gross negligence or intentional misconduct with respect to the performance of duties under the agreement. Upon termination for cause, Dr. Shane will be immediately paid an amount equal to his gross salary. The Board may terminate Dr. Shane other than for cause at any time upon giving notice to Dr. Shane. Upon such termination, Dr. Shane will be immediately paid an amount equal to his gross salary.

On October 1, 2020, we entered into an employment agreement with Elissa J. Shane, effective October 1, 2020. Pursuant to her employment agreement, Ms. Shane will receive an annual base salary of at least $270,000, subject to annual review and discretionary increase by the Compensation Committee of the Board. Ms. Shane is eligible to receive an annual cash bonus and other annual incentive compensation. The agreement originally provided for a grant of 93,750 warrants. Additionally, in connection with the execution of her employment agreement, on October 1, 2020, we issued Ms. Shane a warrant to purchase 93,750 shares of Common Stock at an exercise price of $6.17 per share. These provisions were subsequently amended to provide for the issuance to Ms. Shane of 31,250 options from the 2016 Equity Plan at the closing price of $7.06 on the date of grant in lieu of the warrant grant and the 93,750 warrants were cancelled. Ms. Shane acknowledged that the 31,250 options were in full consideration of the amount she was entitled to under the agreement. Her employment agreement also provides that we will reimburse Ms. Shane for reasonable and necessary business and entertainment expenses that she incurs in performing her duties. During the term of her employment, Ms. Shane will also be entitled to up to four weeks of paid vacation time annually, which will accrue up to six weeks, and to participate in our benefit plans and programs, including but not limited to all group health, life, disability and retirement plans. Ms. Shane is also entitled to the sum of $1,000 per month as a vehicle allowance. The initial term of her employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days’ prior written notice of its intent to terminate the agreement.

~~In the event Ms. Shane is terminated as COO as a result of a change in control, Ms. Shane will be entitled to a lump sum payment of one and a half years’ salary at the time of such termination.~~

In January ~~2022,~~2023, we increased the annual fee to the non-employee members of our Board to ~~$44,000,~~$48,000, to be paid in cash on a quarterly basis, with the exception of the audit committee chairperson, whose annual fee wewas increased to ~~$50,600,~~$54,600, also to be paid in cash on a quarterly basis. Non-employee Director compensation also includes the annual issuance of our common stock.

~~For the three months ended March 31, 2021, we issued an aggregate of 50,000 shares of common stock that were valued at approximately $228,000 to members of our Board.~~

For the three months ended March 31, 2022, we issued an aggregate of 51,750 shares of common stock that were valued at approximately $54,000 to members of our Board.

For the three months ended March 31, 2023, we issued an aggregate of 60,000 shares of common stock that were valued at approximately $51,000 to members of our Board.

In June 2020, we entered into a manufacturing agreement with Planet Innovation Products, Pty Ltd (“PI”). The agreement does not provide for any minimum purchase commitments and is for a term of three years. The agreement also provides for a warranty against product defects.

In May 2020, we entered into an agreement with a vendor for a cloud computing service contract. The contract provides for annual payments in the amount of $30,409 and has a term of 5 years. Approximate minimum future payments under the contract are as follows:

Year Ended:	Amount
Year Ended:			Amount

April 1 - December 31, 2022	$	30,000
December 31, 2023		30,000
April 1 - December 31, 2023			$	30,000
December 31, 2024		30,000		30,000
December 31, 2025		0		-
	$	90,000
Total			$	60,000

~~Accrued expenses and other current liabilities consisted of the following at:~~

Accrued expenses and other current liabilities consisted of the following at:					Accrued expenses and other current liabilities consisted of the following at:

	March 31, 2022 (Unaudited)		December 31, 2021			March 31, 2023 (Unaudited)		December 31, 2022
Commissions	$	170,349	$	228,665		$	339,587	$	442,805
Payroll and related costs		178,026		241,434			73,000		136,000
Director fees		34,650		31,250			37,650		34,650
Sales Tax Payable		5,923		19,411			2,665		(1,351	)
Accrued warranty (Note 14)		68,000		68,000			30,000		68,000
Other accrued expenses		96,178		75,848			45,898		48,699
Total	$	553,126	$	664,608		$	528,800	$	728,703

Our manufacturers assume the warranty against product defects from date of sale, which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results. The warranty is generally limited to a refund of the original purchase price of the product or a replacement part. We estimate warranty costs based on historical warranty claim experience.

For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, our provision for income tax was $0. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits, which are, on a more likely than not basis, not expected to be realized in accordance with FASB ASC ~~guidance for income taxes.~~Topic 740, Income Taxes. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we recorded a valuation allowance of ~~$5,042,000~~$5,664,000 and ~~$4,941,000,~~$5,332,000, respectively for the portion of the deferred tax assets that we do not expect to be realized. Management believes that based on the available information, it is more likely than not that the remaining U.S. deferred tax assets will not be realized, such that a full of 100% valuation allowance is required against U.S. deferred tax assets. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

Two customers accounted for 26% of net revenue for the three months ended March 31, 2023. Three customers accounted for 41% of net revenue for the three months ended March 31, 2022. ~~We had no customers/distributor whose revenue individually represented 10% or more of our total revenue for the three months ended March 31, 2021.~~

~~We had one customers/distributors that accounted for 14% of accounts receivable as~~As of March 31, ~~2022. Three customers/distributors~~2023 and December 31, 2022, one customer accounted for ~~42%~~16% and 14% of our gross accounts receivable, ~~as of December 31, 2021.~~respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. For example, statements in this Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Company’s business and results of operations are forward-looking statements. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are not guaranteeing future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”) under the heading “Risk Factors.” The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in December and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company” and “TOMI” as used herein refers collectively to TOMI Environmental Solutions, Inc. unless otherwise stated.

The following discussion should be read in conjunction with the ~~2021~~2022 Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q. 0

The first four months of the 2022 fiscal year has been active with respect to our sales and business development. We remain focused on growing our top line revenue, expanding our customer base, adding key employees, and making further innovations to our product line.

The first quarter of 2022 delivered improved revenue and operating results as we achieved a 11% growth in our first quarter sales and 24% reduction in our operating expenses when compared to the same period last year . Our first quarter revenue also grew by 15% sequentially over what was reported in the fourth quarter of 2021. The increase in sales was primarily due to higher demand for our mobile equipment and iHP corporate services.

In the first quarter of ~~2022,~~2023 we ~~report positive cash flow from operations for first time since the second quarter~~continued to expand our sales channels and distribution networks, increased brand awareness through marketing efforts and achieved a significant sales milestone with one of ~~2020, and this improvement in cash flow was attributable to customer deposits we received in the first quarter in addition to lower operating expenses.~~

~~During the first quarter of 2022 we received approximately $3.5 million in orders from key fortune 500 customers, of which we anticipate about $3.2 million of which to be recognized as revenue in~~ our current calendar year. A key driver to our longer-term growth is strengthening demand for our Custom Engineered Systems (CES). We have secured several new orders for our iHP CES and more set to close eminently, revenue recognition will be upon delivery throughout 2022 and early 2023.

As the markets need for our automated disinfection CES continues to increase, TOMI has re-engaged with our manufacturing sales representatives and partners both domestically and internationally. The renewed interest can be attributed to TOMI corporate’s support and the launch of the SteraMist Support Portal that is available on desktop. We have also developed a mobile app which provides ease of use for sales support, branding, and assistance to our TOMI Service Network providers, sales representatives, and international distributors and end users.

Studies remain a focus as TOMI continues to pursue a wide array of industries. Studies focused on Botrytis cinerea and Mycotoxin, as well as furthering testing on chemical and biological warfare agents will further enhance TOMI’s ability to further penetrate the market.major customers.

~~Finally,~~During the first quarter we added one independent manufacturing representative and five distributors to our ~~manufacturing capacity~~expanding national and ~~capabilities were improved~~global network - JANZ Corporation, New England Scientific Associates (NESA) by Baker, Crow Food Safety (Pty) Ltd, ARES Scientific, PennCare and Technimount Systems. The newly added sales partners bring a wealth of experience and expertise in government, life sciences, and food safety markets located in the United States, Canada and South Africa. We have begun to deliver on new contracts, with multiple orders placed in the first quarter of ~~2022~~2023. Our SteraMist inventory from these orders will enable our new partners to improve supply chain and operational efficacy by directly delivering SteraMist products to their customers.

U.S.-based medical supplier and distributor, JANZ Corporation, holds government contracts to provide medical and healthcare products to the Department of Homeland Security, Defense Logistics Agency, and Department of Defense. This collaboration presents an opportunity for us to expand our reach into the government sector as a trusted provider of disinfection solutions.

We also welcomed New England Scientific Associates (NESA) by Baker as a new independent manufacturing representative. NESA by Baker represents leading manufacturers of biotechnology and research equipment. With NESA’s expertise and established infrastructure, SteraMist is well-positioned to achieve success in our new turnkey integration projects, which involves integrating SteraMist into cage washers, decontamination chambers, and other related equipment.

Globally, we joined forces with Crow Food Safety (Pty) Ltd, also trading as Crow Environmental Solutions. The company is a life science and medical industry distributor and a preferred supplier of food safety and hygiene products in South Africa and Sub-Saharan Africa, representing our first venture in this region, while furthering expansion in the food safety industry on a global scale.

In a strategic move to further its reach in the life sciences industry, our manufacturing representative, ARES Scientific, has evolved its service model and is now a new distributor of our products. With a track record of successfully selling SteraMist, ARES Scientific has earned a reputation as a reliable and innovative provider of cutting-edge products for vivarium and life science facilities. The new role of ARES as a SteraMist distributor opens growth opportunities for us in the life science market.

PennCare will help us strength our presence in the emergency medical services market throughout the United States.

Technimount System is a highly reputable manufacturer and distributor that provides products to a variety of industries, including emergency medical services, hospitals, and military environments. With an extensive network of customers, Technimount has established itself as a trusted source for high-quality products and services. As part of its commitment to providing top-of-the-line solutions, Technimount System has recently signed an exclusive agreement with TOMI, a leading provider of disinfection and decontamination solutions. Technimount has adopted TOMI’s SteraMist system as its preferred disinfection solution, allowing Technimount to offer its customers a more effective and efficient way of disinfecting their environments.

In the first quarter, we received notification of global acceptance as a provider of decontamination services and equipment for an American multinational pharmaceutical and biotechnology corporation, which we have been providing iHP decontamination services and selling capital equipment to many of its facilities for many years. This represents a major milestone for us, as it promises to allow for easier acceptance in future and additional facilities of the corporation and its subsidiaries.

During the first quarter, we remained active in our marketing initiatives and attended and presented our SteraMist brand of products at three leading pharmaceutical conferences held by the International Society for Pharmaceutical Engineering (ISPE). In addition, we are shortly launching our new website, which will be accessible through the new domain name steramist.com. The refreshed website will offer a modern, user-friendly design and streamlined navigation, providing visitors with easy access to essential information about SteraMist products and services. It features a sleek and professional design, highlighting SteraMist’s advanced disinfection technology and its many applications in various industries. Visitors can learn about the benefits of using SteraMist’s patented ionized Hydrogen Peroxide (iHP) technology, which has been proven to kill harmful pathogens, including COVID-19, with unmatched efficacy and efficiency.

As the market shifts to fully automatic disinfection decontamination, TOMI continues to market and submit bids on CES projects and building the pipeline for these installations. Further, TOMI has expanded bandwidth to meet the demands for the product line and has not been significantly affected by the global supply chain issues.

During the first quarter, we delivered a CES system to Orna Therapeutics, a leading biotechnology company located in Massachusetts. As we complete each CES project, our iHP technology is becoming widely preferred as a decontamination solution for pharmaceutical and biotech companies. Further, with each new CES installation the product line becomes more of a turnkey solution. We obtained the Orna project through a prior colleague from Dana Farber Cancer Institute who became a spokesperson to the preference of SteraMist iHP for Orna.

SteraMist Manufacturing remains on schedule for the delivery of two additional CES’s this year and routinely continues to bid out projects for current and potential new customers alike. These referrals and acceptances of TOMI’s SteraMist iHP technology is expected to lead to growth in our CES revenue in 2023, 2024 and beyond. In addition, we believe the CES systems will have a positive impact on our long-term recurring BIT solution sales.

During the first quarter, we continued to add notable research universities to our growing portfolio with the addition of ~~ARM Enertech Associates who~~the University of Hawaii and Oregon State University. On March 8, 2023 we entered into a Service Agreement with LFB USA a company within the LFB Group, a leading European biopharmaceutical company specialized in the development and manufacturing of innovative biotherapies which commits LFB to engage TOMI for high level disinfection of one or more facilities.

Vertical Crop Consultants, a Food Safety Independent Sales Representative partner to TOMI as of late last year, was onboarded as a formal customer during our first quarter 2023. Vertical Crop has generated interest in the industry during their short time with TOMI and now as a customer completed a joint study with an American seed company and head breeder for one of the world’s most famous cannabis strains. This third-party study found SteraMist to be effective in eliminating aspergillus and powdery mildew while protecting cannabis growth and without affecting quality. Each phase of the study proved SteraMist iHP can ~~manufacture~~be a consistent solution to prevent spores at every stage of the growing process, a huge cost savings for the industry.

The total amount of our ~~CES~~recognized revenue and customer sales backlog for the three months ended March 31, 2023, was approximately $3,129,000 which was comprised of recognized revenue of $1,582,000 and a customer sales backlog of approximately $1,547,000 of which we received $618,000 as cash deposit.

In evaluating sales related performance, management analyzes our revenue recognized for GAAP purposes which is presented in ~~their Pennsylvania facility. Furthermore,~~ our ~~existing manufacturer Planet Innovation has expanded into California providing easier access to~~quarterly and annual statement of operations as well as our sales orders we receive from customers during those same accounting periods. We define a “sales order” as a document we generate for our internal ~~technology team~~use in processing a customer order. Our sales orders essentially translate the format of the customer purchase orders we receive from our customers into the format used by us. We also evaluate our “customer sales backlog” which is defined as pending sales orders where revenue has not yet been recognized. Management believes analyzing the sales order and ~~a lower cost~~backlog metrics are useful in ~~domestic shipment charges. We anticipate these developments will reduce~~measuring our overall ~~costs~~sales and ~~manufacturing lead times.~~business development performance as it gauges the overall volume of sales and business development activities.

~~As many industrial companies~~Our recent products developed and launched are ~~reducing R&D~~as follows:

SteraMist Engineering has been diligently working with an up-and-coming California cell therapy manufacturer on a revolutionary game changing prototype for the industry – an industry that is expected to be $11.6 billion by 2030. The order received late last year for the prototype is currently set to be completed by the end of June 2023.

SteraMist Engineering continues to make strides collaborating with key manufactures of cleanroom technology and ~~capital expenditures spending due~~equipment developing a turnkey seamless decontamination integration to ~~the economic impact of the pandemic, we are moving ahead~~chambers, cabinets, passthroughs, isolators, cage washers, heat sterilizers, hot cells and more. TOMI begins this endeavor with ~~many new products in development. In 2022, we intend to increase capital expenditures (CapEx) and operating expenditures (OpEx), including development of new products, services~~a project management, turnkey modular solution and process ~~technologies to sharpen our competitive advantage. In addition,~~design consulting firm that we ~~intend to expand our commercial service location to meet the expanding needs~~have partnered with in one of our ~~customers.~~previous CES projects.

The second half of 2020 showed us that our customers prefer a disinfection device with lower cost and more versatility. To respond, we developed the Backpack (SteraPak) that includes our award winning 6-log and above kill technology and speed. In addition, our solution and process are environmentally friendly as the only biproduct from our decontamination process is oxygen and humidity. Our solution is OMRI certified and organically listed in the United States and Canada it is sustainably a green product with no or very little carbon footprint. We have competitively priced our SteraPak and expect to bring SteraMist to the largest cleaning market in the world, including members of ISSA (International Sanitary Supply Association) and its divisions IEHA (Integrated Environment and Health Assessment) and EMEA (Europe, Middle East & Africa). These organizations have historically been price conscious and were resistant early on to our SteraMist pricing of our professional decontamination equipment (SteraMist Surface and Environment Unit). As planned, we introduced our new innovative SteraPak domestically towards the end of the third quarter 2021.

During the third quarter 2021, we established and expanded our production capacity with the construction and purchase of the tooling and molds used in the production of our SteraPak. Our tooling and molds will allow us to streamline production and reduce manufacturing lead times and costs on the SteraPak.

~~Other new products that have been incorporated into our product line include the~~ Select ~~Plus, which is a~~Plus-a hybrid product consisting of the Company’s current Surface Select and Environment systems. The unit will ~~allow for~~provide enhanced flexibility by using a single applicator to decontaminate full-room to small-space volume while maintaining the size of the current Surface Select unit with more robust process controls. The iHP SteraMist Transport System has been designed for the transportation market, specifically ambulances. The iHP SteraMist Transport System is a ~~simple~~ timer based fogging system that can be installed semi-permanently or permanently and used for any transport and/or cargo vehicle. It will be an easy-to-use turn-key integration system. ~~The~~We expect the implementation of this product and our patented non-corrosive iHP technology ~~should replace~~toreplace the number one competitor in this marketplace, which uses an extremely harsh chemical.

~~Many of our customers have been waiting for the release and demonstration of these new products, especially the SteraPak.~~ All SteraMist systems will remain important to the marketplace as they are designed for specific needs and budgets. The Select Surface Unit ~~perform~~performs most of the functionality that the Plus offers and is priced at a lower cost, although Select Plus will provide additional options that are appealing to certain customers, such as laboratory and pharmaceutical companies. The SteraPak is a more cost-effective product and designed for residential and commercial real estate including large buildings and public space, any area that needs quick consistent disinfection. There are many new and existing clients that are interested in the SteraPak due to the cost and mobility.

TOMI recently launched its fourth generation SteraMist Environment System. The system will now be 24 volts, allowing for universal outlet usage and convert even more of the hydrogen peroxide BIT Solution to hydroxyl radicals thus lowering H₂O₂ PPM levels allowing for faster turnaround time. In addition, the unit will have eight (8) outputs where four (4) are dedicated to our regular process of constant or pulse Injection, Dwell, and Aeration along with a light beacon status bar and four (4) are programmable to meet the customer needs for any external equipment they may desire to work with the system. This system is currently on the market, has been implemented by customers and receiving praise for its further developments.

~~In third quarter of 2021, we expanded our~~Our SteraMist^® BIT^™solution product line ~~with~~is currently made up of a 32-ounce bottle for the SteraPak, ~~and the introduction of~~ a ten (10) liter, ~~and~~ five (5) gallon, 55 gallon drum for our custom built-ins and our traditional one (1) gallon bottle. ~~These three new additions bring~~This brings the BIT Solution product line to a total of five (5) options provided to our customers, which ~~should also~~will benefit our ~~razor~~ razor/razor-blade business model.

~~These~~We expect these new products and service introductions ~~can significantly~~will positively impact our net sales, cost of sales and operating expenses. The timing of product introductions can also impact the Company’s net sales to its indirect distribution channels as these channels are filled with new inventory following a product launch, and channel inventory of an older product often declines as the launch of a newer product approaches. Net sales can also be affected when consumers and distributors anticipate a product introduction domestically and internationally.expenses during this fiscal year.

TOMI Environmental Solutions, Inc. (“TOMI”, “we” and “our”) is a global bacteria decontamination and infectious disease control company, providing environmental solutions for indoor air and surface decontamination through the manufacturing, sales, service and licensing of our SteraMist® brand of products, including SteraMist® BIT™, a low percentage (7.8%) hydrogen peroxide-based fog or mist that uses Binary Ionization Technology ~~(BIT™~~(“BIT™”). Our solution and process are environmentally friendly as the only ~~biproduct~~by-product from our decontamination process is oxygen and humidity. Our solution is ~~organically~~organic and is listed in ~~the United States and~~ Canada ~~it is~~as a sustainably a green product with no ~~or very little~~ carbon footprint. Most of our competitors in the disinfection space leave significant ~~byproducts~~by-products and are corrosive. SteraMist is not corrosive, and it does not damage equipment or facilities.

Our SteraMist® is a patented technology that produces ionized Hydrogen Peroxide ~~(iHP™~~(“iHP™”) using cold plasma science created under a grant by the United States Defense Advanced Research Projects Agency ~~(DARPA)~~(“DARPA”). Our ~~EPA~~Environmental Protection Agency (“EPA”) registered BIT™ Solution is composed of a low concentration of hydrogen peroxide converted to iHP™ after passing the trade secret blended solution including its sole active ingredient of 7.8% hydrogen peroxide through an atmospheric cold plasma arc. The newly formed iHP™ fog and mist consists of submicron’s to 3-micron radical particles that are carried throughout the treatment area in a fog or mist moving with the same velocity and characteristics of a gas. This allows the ionized hydrogen peroxide fog or mist to affect all surfaces and air space throughout the targeted treatment area, over, above and beyond the ability of a manual cleaning processes. iHP™ damages pathogenic organisms through the oxidation of proteins, carbohydrates, and lipids. SteraMist® no-touch disinfection and or decontamination treat areas mechanically, causing cellular disruptions and/or dysfunctions resulting in a 6-log (99.9999%) and greater kill or inactivation of all pathogens in the treatment area. This is a science that the world needs to follow. This simple and effective process-takes 7.8 % hydrogen peroxide and under pressure pushes the liquid through a nozzle in which the stream is met by an atmospheric cold plasma arc which converts the hydrogen peroxide into a plasma created hydroxyl radical with 6-log and greater kill. This is a duplication of what occurs in atmospheric chemistry and the only by-product is oxygen and humidity.

Under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), we are required to register with the EPA and certain state regulatory authorities as a seller of disinfectants. In June 2015, SteraMist® BIT™ was registered with the EPA as a hospital-healthcare disinfectant and general broad-spectrum surface disinfectant for use as a misting/fogging agent. SteraMist® BIT™ now holds EPA registrations (# 90150-2) for mold control, and air and surface remediation (# 90150-1). In February 2016, we expanded our label with the EPA to include Clostridium difficile Spores and MRSA, as well as the influenza (Avian) virus h1n1, which we believe has better positioned us to penetrate all industries including the biodefense and healthcare industry. In August 2017, our EPA label was further expanded to include efficacy against Salmonella and Norovirus. As of January 27, 2017, our technology is one of 53 of the EPA’s “Registered Antimicrobial Products Effective against Clostridium difficile Spores”, as published on the EPA’s K List. Further, in December 2017, SteraMist® was included in the EPA’s list G (Norovirus), L (Ebola) and M (Avian Flu). In March 2020, our EPA label was further amended to include Emerging Viral Pathogens claims, thus meeting the criteria against Enveloped viruses and Large Non-enveloped viruses and included on List N (Emerging Viral Pathogens including SARS-CoV-2). In 2021, the EPA granted SteraMist® BIT™ 0.35% hydrogen peroxide – EPA registration number 90150-3. On June 2, 2022, SteraMist was included on the EPA’s List Q for the use of its BIT solution to help fight the spread of rare or novel viruses such as Monkeypox virus, SARS-CoV-2 and its variants that causes COVID-19.

SteraMist® BIT™ brings to the world a mechanical and automated method of cleaning using a game-changing technology and EPA registered Hospital-HealthCare disinfectant providing an upgrade to existing disinfecting and cleaning protocols while limiting liability in a facility when it comes to resistant infectious pathogens. We maintain this registration in all fifty (50) states, Washington DC, Canada, and approximately ~~thirty-five (35)~~forty (40) other ~~countries.~~countries receive our product.

Our SteraMist^® products are designed to address a wide spectrum of industries using iHP^™. Our operations consist of five main divisions based on our current target industries: Hospital-HealthCare, Life Sciences, TOMI Service Network ~~(TSN)~~(“TSN”), Food Safety, and Commercial.

We continue to offer our customers a wide range of innovative mobile products designed to be easily incorporated into their existing disinfection and decontamination procedures and protocols. Our ~~newly released~~ SteraPak, among other product lines will allow us to progress further into market share, specifically for our Life Science, Hospital-HealthCare, TSN, and Commercial divisions. Additionally, we offer integrated facility equipment installations known as Custom Engineered Systems ~~(CES)~~(“CES”), routine & emergency iHP Corporate Service, essential training packages, validations and qualifications, and onsite performance maintenance requests.

Each of these are structured to address the unique disinfection and decontamination needs of our customers worldwide regardless of industry requiring or requesting SteraMist^® disinfection decontamination.

The ~~SteraMist~~^®SteraMist® Environment System, ~~Custom Engineered Systems (CES),~~CES, the SteraMist^® Select Surface Unit, Select Surface Unit (Plus), SteraMist Transport System, SteraBox, 90 Degree Applicator and our iHP^™Corporate Service Division, are designed to be tailored to provide a complete solution to address the regulatory inspections of disinfecting/decontaminating and Installation Qualification (IQ)-Operational Qualification (OQ)–Performance Qualification (PQ) validation processes within the life sciences industry.

Long term, ongoing projects and validations continue to be a focus and lead to proposals and interest for our CES permanent decontamination room. As these are longer lead-time sales and manufactured upon order that can take months to design, ~~build~~procure, assemble, and ~~implement, we~~install. The continuous use of the systems or purchasing of BIT Solution occurs once the system has been commissioned and validated. We expect installations to have a positive material impact to our results in ~~2022.~~2023 and 2024.

~~Further, we believe that post COVID pandemic~~TOMI’s iHP service department continues to grow with new and existing customers in several divisions. In the life science sector, TOMI’s iHP service department has ~~brought some attention~~kept its relationships with large pharmaceuticals (Pfizer/ThermoFisher) as well as adding several smaller life science companies (ForDoz/Lonza) to ~~the SteraMist product line, as our CES in Pfizer Missouri was recently showcased in~~ a ~~New York Times article as they featured their COVID vaccine processes.~~regular decontamination schedule. In addition ~~our iHP Corporate Service team~~to these productions’ facilities, TOMI has treated ~~one of~~ four ~~fill lines~~BSL-3 research laboratories in ~~a North Carolina pharmaceutical company that manufactures one~~all parts of the ~~COVID vaccines, with~~country within the ~~remaining three lines set to be decontaminated in~~last two months (UNM/UNC/Bioqual/Scripps). The food safety department steadily gains traction as several plant/produce companies have expressed interest as new and emerging bacteria, toxins, and fungi hamper production. Finally, the ~~future with SteraMist.~~commercial division is a stable source of revenue for TOMI and its service network who are routinely treating public facilities after man-made and natural disasters.

For ~~2022~~2023 and beyond, TOMI expects growth in SteraMist ~~Custom Engineered Systems (CES)~~CES bids and the manufacturing and implementation of these fully automated decontamination systems. The installed CES will also result in increased solution sales for the Life Sciences as the CES’s are used at regular intervals. The first CES system was completed in 2016 for Dana Farber Cancer Institute, as Dana Farber was designing a new ~~vivariumand~~vivarium and had the opportunity to integrate several new technologies to advance overall efficiency, quality, and design. One such technology was the use of our ~~ionized Hydrogen Peroxide (iHP)~~iHP decontamination. TOMI’s CES is an automated system that can be fully integrated into any company’s infrastructure, enabling decontamination, without burdening manual use and with the collaboration of current premier customers and partners, TOMI since then has further perfected the system. The CES eliminates issues such as human error, guarantees accuracy that is unmatched by competitors, and decreases a client’s labor cost and downtime, and in a short time the CES may make up a majority of TOMI’s revenue. Since its launch, SteraMist’s CES has become a leading solution to growing customer demands.

The SteraMist^® line of products, specifically the SteraMist^® Surface Unit, ~~and~~ SteraMist^® Total Disinfection Cart and the SteraMist Transport System are our main solutions to aid our Hospital-HealthCare customers in providing high quality of safety to their patients and personnel by disinfecting operating rooms, pharmacies, ambulances, and emergency environments throughout a healthcare facility. TOMI’s latest product, the ~~SteraPak,~~SteraPak®, further assists healthcare communities with an easy-to-use, cordless disinfection solution, creating a more mobile solution. Our customers that have successfully adopted our technology in Hospital-Healthcare facilities, have recurring revenue and reorder rates of our ~~BIT~~^™BIT™ Solution. We plan to continue to expand our marketing, advertising and educational campaigns targeted at the Hospital-Healthcare marketing ~~in an effort~~ to grow our customer base and increase adoption of our SteraMist^® line of products.

Our team of technicians and representatives train, maintain, and service capital equipment throughout the world for our Hospital-HealthCare customers. As our Training and Implementation department expands, we expect continued growth and purchases in our Hospital-HealthCare division. TOMI provides protocol development and implementation of ~~SteraMist~~^®SteraMist® as it is critical in the healthcare ~~setting. During 2020 the use of our SteraMist~~^® in such campuses increased due to our comprehensive training for their day and night shift maintenance and housekeeping departments. Annual comparison case studies from healthcare facilities are now available, which shows lower transmission infection rates in COVID, Clostridium ~~difficile~~ ~~Spores and overall, HAI cases.~~setting, including pandemic preparedness.

UCLA recently completed a successful collection of critical data for the Shield Study. The Shield Study is a multi-year study comparing SteraMist with manual clean. The Study was conducted by multiple well-established hospitals. Initial findings have been positive regarding ease of use, overall efficacy, and quick turnaround time of patient rooms. TOMI looks forward to announcing the full results as soon as they are available to make public.

TOMI anticipates ~~this study will assist in the~~ expansion of current HealthCare customers to follow the model of Gila River Health Care. Gila River is one of TOMI’s largest Healthcare customers owning a total of fourteen (14) Surface Units and ~~Two (2) SteraPaks.~~eight (8) SteraPak’s. The Gila River Indian Community (GRIC) is an Indian reservation in Arizona that is made up of seven (7) districts and is home to the Akimel O’oodham (Pima) and the Pee-Posh (Maricopa) tribes. Gila River Health Care, a premier Native American healthcare system, provides high quality patient care, delivering a wide variety of medical services such as general surgery, dental, and emergency medicine, as well as associated health services such as pharmacy and laboratory operations, skilled nursing, rehabilitation, and ~~rehabilitation.~~

~~The TOMI Service Network, or TSN, is an expansive network consisting of professionals throughout North America who are exclusively licensed and trained to use the SteraMist~~^®~~products. With the purchase of SteraMist and joining TSN, TOMI trains and services a wide array of professional remediation companies in the use of SteraMist~~^® ~~throughout the TSN division. TSN allows for increased accessibility and brand awareness of iHP~~^® ~~services to facilities in need of local routine and emergency disinfection and decontamination.~~

The TOMI Service Network (TSN) division is addressing the cleaning protocols that have changed permanently due to the COVID-19 pandemic, and our network is expected to play a significant role in facilitating and maintaining these protocols throughout the United States and Canada. The urgency for emergency disinfection services may have declined, but the education and support of such services that TOMI personnel provide to our members creates an advantage by maintaining strong business relationships while they service thousands of SteraMist customers, and the world returns to the new normal.

Our SteraPak release is an important factor for this market that we will increase the new member onboarding. Current members are showing interest in purchasing the SteraPak to expand their current SteraMist offerings.medical transport.

New challenges to food safety will continue to emerge, largely because of changes in our food production, food supply, storage complexities, transportation delays, including more imported foods. Changes in the environment leads to food contamination, new and emergent bacteria, toxins, and antimicrobial resistance. Food Safety presents ~~significant potential as~~ an opportunity for ~~substantial~~significant growth for TOMI with continued product research and compliance testing. ~~With the~~

The food safety industry in North America ~~coming~~is under closer scrutiny with the implementation and enforcement of new and established guidelines. ~~This concentration has previously been approved by~~SteraMist® aerosolizing cold plasma technology is an effective decontaminant in the ~~USDA and FDA for direct~~ food ~~and crop application and will allow~~safety industry. SteraMist^® ~~to expand use sites beyond food processing machinery, restaurants, and food contact areas. This will~~ can assist in compliance with the newly established Food Safety Modernization Act guidelines set in place by the FDA, as well as the Safe Food for Canadians Act and Safe Food for Canadians Regulations in Canada. Today’s Geopolitical aspects of farming and ranching has created an extra layer of concern for the protection of our global limited food supply including food transportation. The Food Safety and Inspection Services (FSIS) an agency within the USDA uses SteraMist technology in three of their labs and early this year we submitted a bid for Ionized Hydrogen Peroxide Decontamination with the Government of Canada and Public Services Procurement Department, which was granted in May 2023 to be used in the Canadian Food Inspection Agency.

TOMI continues to work with premium companies, such as Soli Organics and Coteva in testing and validating ~~SteraMist~~^®SteraMist® technology in the Food Safety and seed industries. In 2022, we ~~look to make further~~made progress in enhancing brand awareness in the food safety industry by promoting and marketing this division. We are receiving an increase in inquiries within the Food Safety division directly from these efforts.

Every day there are news articles around the world pertaining to the contamination of food supply. Unsafe food containing harmful bacteria, viruses, parasites, or chemical substances causes more than 200 diseases, ranging from diarrhea to cancers. It also creates a vicious cycle of disease and malnutrition, particularly affecting infants, young children, elderly and the sick. With the global population explosion, severe worldwide avian flu pandemics resulting in the unnecessary culling of bird flocks, unusually high number of accidents resulting in the destruction of dozens of storages, packing and processing food plants, in the U.S. alone, we anticipate an increase in the demand for a mechanical way to disinfect our food supply. ~~Every day there are news articles around the world pertaining to the contamination of food supply. The many published articles that the USDA~~TOMI has, in cooperation with ~~TOMI have~~the USDA, demonstrated that our technology offers a consistent, quick, and effective alternative to the traditional, decade’s old chemical disinfection process.

SteraMist will deliver more consistent and quicker results in all areas of our food supply- From Farm to Market, Processing to packaging and Storage to delivery. We plan on pursuing all these avenues. With the continued testing and need for the market coupled with our new .35% label, should make pursuing these opportunities successful. In addition, our solution and process isare environmentally friendly in that the ~~biproduct~~by-product of SteraMist is only oxygen and humidity. We have our solution listed on OMRI and labeled as organic. Most disinfectants leave residue on furniture, objects, and foods. SteraMist does not leave any chemical residue on any ~~surface. We~~surface, therefore we have a very low carbon footprint, if any.

The TOMI Service Network, or TSN, is an expansive network consisting of professionals throughout North America who are exclusively licensed and trained to use the SteraMist® products. With the purchase of SteraMist and joining TSN, TOMI trains and services a wide array of professional remediation companies in the use of SteraMist® throughout the TSN division. TSN allows for increased accessibility and brand awareness of iHP® services to facilities in need of local routine and emergency disinfection and decontamination.

The TOMI Service Network (“TSN”) division is addressing the cleaning protocols that have changed permanently due to the COVID-19 pandemic, and our network is expected to play a significant role in facilitating and maintaining these protocols throughout the United States and Canada. The urgency for emergency disinfection services is starting to pick up due to employees returning to work and the increasing number of contagious variants becoming more of a world concern. Our education and support of such services that TOMI personnel provide to our members creates an advantage by maintaining strong business relationships while they service thousands of SteraMist® customers, and the world returns to the new normal which will always focus on emerging pathogens.

Our SteraPak® release is an important factor for this market that we will increase the new member onboarding. Current members are showing interest in purchasing the SteraPak® to expand their current SteraMist® offerings.

Our Commercial division includes but is not limited to use sites such as aviation, airports, police and fire, prisons, manufacturing companies, automobile, military, cruise ships, shipping ports, preschool education, primary and secondary schools, colleges including dormitories, all modes of public and private transportation, regulatory consulting agencies, retail, housing and recreation, and of course emergency preparedness for counties and cities to use ~~SteraMist~~^®SteraMist® throughout their community.

~~Interest in SteraMist disinfection within the commercial division remains high.~~ The ~~SteraPak~~Surface unit and SteraPak® is a popular product for this division because customers are looking for a more cost-effective solution compared to the current disinfectants on the market. As quick and mobile disinfection solution is preferred in this industry, we believe that ~~SteraPak~~our surface unit along with the SteraPak® will generate ~~substantial~~ customer interest and create sales opportunities. Currently our customers are purchasing our ~~SteraPak~~products in all of our divisions to provide quick disinfection throughout various sites in their facilities.

~~Total~~The total amount of our recognized revenue and customer sales backlog for the three months ended March 31, 2022 and 2021, was $2,309,000 and $2,073,000, respectively, representing an increase of $236,000, or 11% compared to the same prior year period. The first quarter sales grew by 15% over what was reported in the fourth quarter of 2021. The increase in revenue was attributable to higher demand for our mobile equipment and iHP Corporate service revenue.

SteraMist product-based revenues for the three months ended March 31, 2022 and 2021, were $1,886,000 and $1,661,000, representing an increase of $225,000 or 14% when compared to the same prior year period.

~~Our service-based revenue for the three months ended March 31, 2022 and 2021, was $423,000 and $412,000, respectively, representing a year over year increase of 3%.~~

~~Our domestic revenue for the three months ended March 31, 2022 and 2021 was $1,879,000 and $1,804,000, respectively, an increase of $75,000, or 4% when compared to the same prior year period.~~

~~Internationally, our revenue for the three months ended March 31, 2022 and 2021,~~2023, together, was approximately ~~$430,000~~$3,129,000 which was comprised of recognized revenue of $1,582,000 and ~~$269,000, respectively, representing an increase~~a customer sales backlog of ~~$161,000 or 60% when compared to the first quarter of 2021.~~

We continue to see positive signs in the marketplace with our customers and prospective customers which has contributed to our growth in our reportable revenue for the first quarter and bolstered our current sales pipeline. During the first quarter we received approximately ~~$3,500,000 in orders,~~$1,547,000 of which we ~~anticipate $3,200,000 will be recognized~~received $618,000 as ~~revenue in our current calendar year.~~ cash deposit.

As of March 31, ~~2022, we maintain deposits from customers~~2023, our balance sheet has deferred revenue of ~~approximately $607,000~~$618,000 which represents down payments on future equipment and CES orders that are expected to be recognized into revenue in ~~2022. The growth in our orders was due to increased demand for our mobile equipment and Custom Engineered Systems (CES) from both the life science and hospital sectors.~~ future accounting periods.

We believe that we possess the best technologies in the world in the disinfection and decontamination space. ~~The COVID-19~~This past pandemic along with the needs of the pharmaceutical and vivarium space has provided us with the ~~opportunity and motivation~~confidence to ~~implement~~develop a clear strategy to develop and manufacture additional products to add to our portfolio. In addition, we continue to move our BIT technology as a standard in disinfection and decontamination ~~globally, which we believe will~~globally. This should lead to increased market share, profitability, and capability strength.

Our products are an environmentally friendly solution and ~~process which~~our processes address the concerns of sustainability. Customers are requesting and discussing the positive results of our product and the environmentally friendly results compared to the caustic and environmentally unfriendly results of many other disinfectants.

~~Dangerous pathogens still exist~~SteraMist has established a successful track record in fighting pandemics and ~~will exist long after we recover from this pandemic. While the United States~~outbreaks and ~~most of~~implementing SteraMist for emergency preparedness is vital. As COVID-19 pandemic has taken the world ~~is currently recovering~~by surprise, history has shown that other pandemics and viruses are deemed to follow. Using a proven and trusted disinfectant, SteraMist, for emergency outbreaks and daily for preventative maintenance will alleviate the threat of infections from ~~the COVID-19 pandemic, there are many pathogens which are respiratory in nature that are still~~spreading and could stop a looming threat; these cases are occurring globally to this day. We believe SteraMist can mitigate and reduce the impact of the next pandemic as it has already proved during the outbreaks of Ebola, MERS and recently with SARS CoV-2 pandemic. As the world faces uncertainty with an ongoing war, SteraMist is prepared for a chemical and biological warfare with proven efficacy against many agents, as well as inventory and support readily to deploy at a moment’s notice. The need for a speedy comprehensive mechanical disinfectant like SteraMist cannot be stressed enough and should be included as the new norm of cleaning.possible outbreak.

On January ~~12, 2022,~~17, 2023, we ~~assisted the decontamination efforts of On Demand Pharmaceuticals, an innovative~~announced National Health Services (NHS) Wales purchased SteraMist ionized Hydrogen Peroxide (iHP) technology ~~company transforming how medicines are made, by providing its SteraMist Environmental Systems for use at On Demand Pharmaceutical’s modular cleanroom.~~further expanding our presence in Great Britain.

On ~~February 10, 2022,~~January 25, 2023, we announced that we received approximately $1.3 million of orders for its Custom Engineered Systems (CES) and have set installation dates for these systems. Two of the orders are from a Fortune 500 pharmaceuticals company and the other is from a leading research facility focused on immunology and infectious disease. These additional CES orders are timed nicely after the final commissioning of the CES reported in October 2021 and installed months later after announcement for Fresenius Kabi’s Portuguese affiliate Labesfal S.A. located in the heart of Portugal.

~~On March 8, 2022, we partnered with ARM EnerTech Associates, LLC, a U.S.-based engineering services & custom control panel manufacturer, to further develop its~~would present our SteraMist brand of ~~products.~~

On March 10, 2022 we announced that we fulfilled an urgent shipment of multiple SteraPak units to its local distributor in Hong Kong, TOMIMIST Hong Kong. The units were deployed by a well-known real-estate conglomerate in Hong Kongproducts at three upcoming International Society for ~~use in shopping malls, commercial and residential buildings, and numerous other business premises to effectively combat the massive outbreak of COVID-19 Omicron variant infections~~Pharmaceutical Engineering (ISPE) Conferences in the ~~city.~~

~~As conferences~~first quarter of 2023: The ISPE Facilities of the Future Conference, that was held in Bethesda, MD, January 31-Febraury 1, 2023; the ISPE-CaSA Life Sciences Technology Conference in Raleigh, NC, held on February 28, 2023; and ~~tradeshows are reopening~~the ISPE Aseptic Conference in 2022 companies to exhibit live, TOMI will be attending multiple shows across the country. It is critical for TOMI to perform live demonstrations to showcase the difference between our SteraMist iHP technologyBethesda, MD, held on March 6 and ~~our competitors. TOMI looks forward to making a large impact with live demonstrations of SteraMist disinfection technology throughout our multiple divisions.~~7, 2023.

On April ~~12, 2022,~~20, 2023, we announced our participation in several upcoming industry tradeshows, including CETA International, RIA International, the ~~attendance~~Lab Manager Leadership Summit, FDIC International, and the INTERPHEX Conference. The company has showcased its SteraMist products, a proprietary and industry-leading disinfection technology, designed to combat a broad spectrum of ~~the RIA 2022 International Restoration Convention & Industry Expo. This show provided insight on the future of restoration businesses regarding mergers~~viruses and ~~acquisitions and meetings with core entities to discuss SteraMist disinfection potential with large franchises.~~bacteria spores.

On April ~~25, 2022,~~24, 2023, we ~~released~~announced the addition of four independent manufacturing representatives and distributors to its expanding national and global network. Included in the additions are JANZ Corporation, New England Scientific Associates (NESA) by Baker, Crow Food Safety (Pty) Ltd, and ARES Scientific.

On April 26, 2023, we announced that ~~TOMI was exhibiting at FDIC International, which is the largest fire~~approximately 20 billion medical devices are sterilized per year with Ethelene oxide and ~~rescue conference. As first-time exhibitors, we gained knowledge on the EMS~~a proposal restriction restricting its usage could create a significant market ~~and their need for disinfection. With concerns of corrosion, vehicle turnover time, and residues left behind by older technologies, SteraMist technology saw great interest~~void that may be filled with alternative sterilization processes such as ~~it does not corrode or damage equipment, leave residue, and quickly disinfects. This market eagerly awaits the release of the iHP SteraMist Transport System.~~TOMI’s patented Binary Ionization Technology ® (BIT™) Technology.

TOMI continues to be active in the global market, using registrations to expand sales opportunities. Currently, TOMI is in the registration process for India, and renewal to meet new requirements in the Philippines. Both markets offer excellent potential due to interest in the TOMI suite of disinfection/ decontamination solutions.

TOMI is in the annual process of self-audit, where all SOPs are reviewed and updated as needed, and all compliments and requests for changes and or new equipment are evaluated.

TOMI has successfully completed a second 24-month storage stability, this one to meet US EPA requirements (first one was for EU BPR submission and had different methods/requirements). With the patented 7.8% product, Binary Ionization Technology Solution is safe to ship by air and store under normal ambient conditions around the world. The study will be submitted for EPA review, and expiration date extended going forward upon EPA approval.

The EPA has registered our 0.35% hydrogen peroxide product (90150-3) for the use in ~~green houses,~~greenhouses, pre harvests and post harvests. TOMI is conducting internal studies with the 0.35% on common pathogens in the food safety market to enhance protocols. TOMI has begun the process of registering the 0.35% BIT Solution with individual states in the United States in preparation of growth in the cannabis market.

We continue to pursue acceptance of the additional 1% hydrogen peroxide label with the EPA for direct food application. ~~Due~~While TOMI continues to pursue the ~~pandemic, there~~market for these two EPA registrations, we have ~~been significant delays by U.S. regulatory agencies~~partnered and conducted other food safety trials which have shown success in ~~approving new submissions, including TOMI's new 1% registration.~~

Partner Indoor Environmental Solutions and Consultants, or IESC, LLC completed their Forensic Architectural & Engineering Investigation and Decontamination Report with Kalera Indoor Farms. IESC is a state-of-the art indoor air and surface decontamination company dedicated to food and health safety. In addition to being a TSN service provider, IESC are distributor partners to iHP SteraMist technology. Kalera, a global leader in vertical community farms for greens and culinary herbs harvested on demand all year is highly motivated to have iHP SteraMist be their cleaning decontamination solution. The recently received report outlines decontamination protocols and calculated savings and estimated service and purchasing options for Kalera.

~~TOMI has once again partnered with USDA Agricultural Research Service for continued research on BIT solution and~~ the modeling of cold plasma-activated hydrogen peroxide process, evaluating concentration, treatment time, and dwell time on the efficacy of the technology against bacteria on stem scar and smooth surfaces of tomatoes. Although the final paper is with the reviewers to the journal, the final draft of this latest publication was approved late March of this year.market.

~~Received great preliminary biotoxin iHP inactivation data against Ricin A Chain by a U.S. government agency who~~Recent SteraMist food safety customers and partners are conducting further studies to prove SteraMist in the industry. Soli Organic Inc., one of the nation’s largest commercial indoor organic growing companies, obtained multiple SteraMist systems to protect their controlled indoor growing food process from costly fungus, Botrytis. The combination of all SteraMist systems purchased will be ~~expanding~~used daily, on a continuous cycle, to disinfect everything from seed trays that the soil and plants sit in, and the plants themselves.

SteraMist is also working with a few partners in the cannabis industry. Enviro-Mist has been testing cannabis flower incubated with Aspergillus flavus, Aspergillus fumigatus, Aspergillus niger, Aspergillus terreus, Escherichia Coli, Shigella Spp, Salmonella, Staphylococcus aureus, yeasts and molds and subsequently treated using ionized Hydrogen Peroxide (iHP) to ~~Botulinum~~the dried material. Potency results of the cannabis plant were not affected, and ~~SEB toxoids.~~no additional residual solvents were found. The process was successful in complete remediation of all microbial contaminants. Another partner TOMI is working ~~directly~~ with has proven SteraMist that has reduced microbial count on cannabis flower from 400cfu/g to non-detectable without affecting the ~~agency~~level of THC. SteraMist continues to find funding and supporting efforts to validate their toxoid protocols against fully functional toxins. This same agency is constructing a scalable, reusable, portable iHP decontamination chamber for field remediation of biologically contaminated equipment.

~~Bio-Risk Decontamination and Restoration owner David Mark Quigley published the book~~ ~~Mycotoxin Deactivation: A Successful Mycotoxin Treatment and Reduction Case Study~~ on the assessment, identification, treatment, and deactivation and validation procedures of Mycotoxins highlighting SteraMist iHP as the treatment for deactivating and render them inert. The book is available online at Amazon, Apple Books, and Rakuten kobo.

As previously discussed, TOMI has engaged HYGCEN Germany GmbH to perform a quantitative test of germ carriers for airborne room disinfection and testing of the effectiveness of a method for disinfecting room air to meet the new EU norm (standard) EN 17272. Certification that Binary Ionization Technology meets the new standard will continue to position iHP as the premier decontamination/disinfection technology available onpenetrate the market today. On September 16, 2021, we announced that our technology has passed the EN 17272 evaluation. The EN 17272 is the European standard for airborne room disinfection in the form of gas, steam and/or aerosol.

~~We have participated in a large multi-year federal funded study, known as the “SHIELD study” that compares hospital manual cleaning to a SteraMist~~^® ~~mechanical cleaning. Preliminary results collected by the current hospitals in the study is showing a decrease in the transference of pathogens resulting in HAIs~~with additional studies and ~~Clostridium~~ ~~difficile~~ ~~infections in the rooms that used SteraMist~~^® for their terminal clean, as compared to the rooms that have been manually cleaned. Sufficient data has been collected to complete the study in 2021, and we expect that data to be provided to the examiners with a published paper to soon follow.bringing on premier clients.

Our success depends in part upon our ability to obtain and maintain proprietary protection for our products and technologies. We protect our technology and products by, among other means, obtaining United States and foreign patents. There can be no assurance, however, that any patent will provide adequate protection for the technology, system, product, service or process it covers. In addition, the process of obtaining and protecting patents can be long and expensive. We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our competitive position.

As part of our intellectual property protection strategy, we have registered our BIT™ solution with the EPA, all fifty (50) states in the United States, and multiple countries worldwide. We have received or are in the process of receiving Conformité Européene (“CE”) marks in the European Economic Area (“EEA”) and are approved by Underwriters Laboratory (“UL”).

Our portfolio includes more than ~~twenty (20)~~twenty-one (21) Utility Patent applications worldwide which expire at various dates through the year 2043 for both method and system claims on ~~SteraMist~~^®~~BIT~~^™SteraMist® BIT™, either published or undergoing prosecution. ~~In 2021, we were granted utility patents~~We continue to pursue further claims to additional capabilities in ~~Korea, Canada, Mexico, Taiwan, Israel,~~on-going United States and ~~Australia for our SteraMist BIT. In the recent past, we~~worldwide patent applications. We have obtained two related United States utility patents giving us protection of our technology until the year ~~2038,~~2038. Recently, we have obtained allowance of a third US patent application, which will issue as a patent this year. We have obtained utility patents for our technologies in diverse countries such as Brazil, Japan, Korea, Israel, Australia, Taiwan, Canada, Mexico, and, we ~~are pursuing~~have recently obtained allowance of further ~~claims~~patents currently pending, in Europe and Singapore, and continue to ~~additional capabilities in on-going United States and worldwide patent applications.~~ pursue protections all over the world.

We have submitted utility patent applications in multiple countries, including Europe, China, Brazil, Korea and Australia for further additional applications of SteraMist BIT, and a related application has already been determined novel and inventive in ~~Taiwan.~~Taiwan, Japan, and Singapore. We have been awarded a design patent on our surface-mounted applicator device in the United States, China, Japan, Taiwan, and Korea. We have filed and have been granted or have pending acceptance on thirty-two (32) separate design patents for our: Decontamination Chamber(s), Decontamination Applicator, Decontamination Cart, Applicator, and Surface Mounted Applicator 90-Degree Device. These patents are published around the world, including but not limited to United States, China, Hong Kong, Europe, United Kingdom, Singapore, Taiwan, Vietnam, Canada, South Korea, and Japan. We are also pursuing IP protection for further applications of our SteraMist BIT in diverse fields atin multiple jurisdictions, such as food ~~decontamination.~~decontamination and, as the initial DARPA grant proved the application of iHP for the protection of buildings post outbreak or after a biological attack. With worldwide attention on the etiology of SARs CoV2 coming from a lab leak, attention on the prevention and control of a leak or mishap should be on the mind of all the biological labs managers around the world. The fact that iHP and our BIT platform can be incorporated in a new or existing buildings to create an “immune building” should assist in further lab applications of SteraMist in the biosecurity industry in the future.

Our products are sold around the world under various brand names and trademarks. We consider our brand names and trademarks to be valuable in the marketing of our products. As of today, we have over two hundred trademarks, (word and/or logo) registered or pending across the globe. TOMI registers marks in eight (8) classes of specification of goods and services: Class 1 for Chemicals for Treating Hazardous Waste, Class 5 for Disinfectants, All-Purpose for Hard Surfaces and for Treating Mold, Class 7 for Handheld Power Operated Spraying Machines, Class 11 for Sterilizers for Medical Use and Air Purification, Class 35 for Business Consultation and Management Services, Class 37 for General Disinfecting Services, Class 40 for Chemical Decontamination and Manufacturing Services, and Class 41 for Providing Education Training and information related to biological and bacterial decontamination services.

Our financial position as of March 31, ~~2022~~2023 and December 31, 2022, respectively, was as follows:

	March 31, 2022 Unaudited		December 31, 2021		March 31, 2023 Unaudited		December 31, 2022
Total shareholders’ equity	$	13,288,000	$	13,595,000	$	10,471,000	$	11,448,000
Cash and cash equivalents	$	5,330,000	$	5,317,000	$	2,469,000	$	3,867,000
Deferred Revenue					$	618,000	$	700,000
Accounts receivable, net	$	2,500,000	$	1,965,000	$	2,491,000	$	2,772,000
Inventories	$	5,100,000	$	4,743,000	$	4,353,000	$	4,496,000
Prepaid expenses	$	456,000	$	344,000	$	413,000	$	338,000
Vendor Deposits	$	315,000	$	289,000	$	514,000	$	447,000
Other Receivables	$	164,000	$	236,000	$	164,000	$	164,000
Current liabilities	$	3,069,000	$	1,816,000
Current liabilities – Excluding Deferred Revenue					$	1,916,000	$	2,591,000
Long-term liabilities	$	837,000	$	861,000	$	731,000	$	761,000
Working Capital	$	10,797,000	$	11,077,000	$	7,870,000	$	8,844,000

During the three months ended March 31, ~~2022,~~2023, our debt and liquidity positions were affected by the following:

Results of Operations for the three months ended March 31, ~~2022~~2023 compared to the three months ended March 31, ~~2021~~2022:

Total revenue for the three months ended March 31, 2023 and 2022, was $1,582,000 and ~~2021, was~~ $2,309,000, ~~and $2,073,000,~~ respectively, representing ~~an increase~~a decrease of ~~$236,000,~~$727,000, or ~~11%~~31% compared to the same prior year period. The ~~increase~~decline in revenue ~~was attributable~~is due to ~~higher~~lower mobile equipment ~~sales~~ and ~~iHP service~~customer-imposed delivery restrictions for equipment and CES orders and the related impact to our revenue recognition and deferred revenue.

As customers mature through the product and adoption cycle and our sales pipeline converts to revenue, we expect to generate more predictable sales quarter over quarter. Further, as the COVID-19 pandemic ~~subsides,~~has ended, we ~~expect that the~~are implementing new strategies to generate demand for our products and services ~~will continue as we are building a team~~ to address the post COVID-19 pandemic market opportunities.

	For The Three Months Ended March 31,				Change					For The Three Months Ended March 31,				Change
	2022		2021		$		%			2023		2022		$
SteraMist Product	$	1,886,000	$	1,661,000	$	225,000		14	%	$	1,276,000	$	1,886,000	$	(610,000	)
Service and Training		423,000		412,000		11,000		3	%		306,000		423,000		(117,000	)
Total	$	2,309,000	$	2,073,000	$	236,000		11	%	$	1,582,000	$	2,309,000	$	(727,000	)

SteraMist product-based revenues for the three months ended March 31, 2023 and 2022, were $1,276,000 and ~~2021, were~~ $1,886,000, ~~and $1,661,000,~~ representing ~~an increase~~a decrease of ~~$225,000~~$610,000 or ~~14%~~32% when compared to the same prior year period.

Our service-based revenue for the three months ended March 31, 2023 and 2022, was $306,000 and ~~2021, was~~ $423,000, ~~and $412,000,~~ respectively, representing a decrease of 28%. The decline in service and training revenue was due to the timing of certain iHP service that occurred in the prior year ~~over year increase of 3%.~~period.

	For The Three Months Ended March 31,				Change					For The Three Months Ended March 31,				Change
	2022		2021		$		%			2023		2022		$
United States	$	1,879,000	$	1,804,000	$	75,000		4	%	$	1,128,000	$	1,879,000	$	(751,000	)
International		430,000		269,000		161,000		60	%		454,000		430,000		24,000
Total	$	2,309,000	$	2,073,000	$	236,000		11	%	$	1,582,000	$	2,309,000	$	(727,000	)

Our domestic revenue for the three months ended March 31, 2023 and 2022 was $1,128,000 and ~~2021 was~~ $1,879,000, ~~and $1,804,000,~~ respectively, ~~an increase~~a decrease of ~~$75,000),~~$751,000, or 4%40% when compared to the same prior year period.

Internationally, our revenue for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, was approximately ~~$430,000~~$454,000 and ~~$269,000,~~$430,000, respectively, representing an increase of ~~$161,000~~$24,000 or ~~60%~~6% when compared to the ~~first quarter of 2021.~~same prior year period.

Cost of sales was ~~$888,000~~$641,000 and ~~$838,000~~$888,000 for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively, ~~an increase~~a decrease of ~~$50,000,~~$247,000, or 6%28%, compared to the prior year. ~~The primary reason for the increase in cost of sales is attributable to higher revenue in the current quarter.~~ Our gross profit as a percentage of sales for the three months ended March 31, ~~2022~~2023 was ~~61.5%~~59.5% compared to ~~59.6%~~61.5% in the same prior period, respectively. The ~~higher~~lower gross profit is attributable to the product mix in sales.

Professional fees are comprised mainly of legal, accounting, and financial consulting fees.

Professional fees were ~~$191,000~~$137,000 and ~~$173,000~~$191,000 for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively, ~~an increase~~a decrease of approximately ~~$18,000,~~$54,000, or ~~10%~~28%, in the current year period. The decline in professional fees is attributable to lower legal fees in current year period compared to the prior year.

Depreciation and amortization were approximately ~~$82,000~~$89,000 and ~~$83,000~~$82,000 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, representing an increase of $7,000, or 9%.

The increase in depreciation expense is due to a ~~decrease~~higher amount of ~~$1,000, or 1%.~~fixed assets being depreciated in the current year periods when compared to the same prior year periods.

Selling expenses for the three months ended March 31, ~~2022~~2023 were approximately ~~$341,000,~~$377,000, as compared to ~~$474,000~~$341,000 for the quarter ended March 31, ~~2021,~~2022, representing ~~a decrease~~an increase of approximately ~~$133,000~~$36,000 or ~~28%~~11%. The ~~decrease~~increase in selling ~~expense~~expenses is attributable to ~~a lower~~higher employee headcount and ~~sales commissions in~~increased tradeshow presence the current year period.

Research and development expenses for the three months ended March 31, ~~2022~~2023 were approximately ~~$37,000,~~$71,000, as compared to ~~$196,000~~$37,000 for the quarter ended March 31, ~~2021,~~2022, representing ~~a decrease~~an increase of approximately ~~$159,000,~~$34,000, or ~~81%~~92%. The ~~decline in research and development expenses~~increase is attributable to ~~product development charges we incurred on~~ the ~~prior year period which did not reoccur~~timing of certain projects and testing that occurred in the current year period.

Consulting fees were ~~$63,000~~$75,000 and ~~$106,000~~$63,000 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, representing ~~a decrease~~an increase of ~~$43,000,~~$12,000, or ~~41%~~19%, in the current quarter period. The ~~decrease~~increase is due to the timing of certain projects and consulting engagements that occurred in the prior year that did not occur in the same current year period.

General and administrative expense includes salaries and payroll taxes, rent, insurance expense, utilities, office expense, product registration costs, equity compensation and bad debt expense.

General and administrative expense was ~~$1,367,000~~$1,381,000 and ~~$1,712,000~~$1,367,000 for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively, ~~a decrease~~an increase of ~~$345,000~~$14,000, or 1% in the current ~~period. The decline in general and administrative expense is primarily attributable to lower payroll costs in the current year~~ period.

	For The Three Months Ended March 31,					Change			For The Three Months Ended March 31,				Change
	2022		2021			$		%	2023		2022		$
Interest Expense		-		(1,000	)		1,000	NM
Interest Income										1,000		-		1,000
Other Income (Expense)	$	-	$	(1,000	)	$	1,000	NM	$	1,000	$	-	$	1,000

Interest ~~expense~~income was ~~$0 and~~approximately $1,000 for the three months ended March 31, ~~2022~~2023 and ~~2021, respectively.~~2022.

As of March 31, ~~2022,~~2023, we had cash and cash equivalents of ~~$5,330,000~~approximately $2,469,000 and working capital of ~~$10,797,000.~~$7,870,000. Our principal capital requirements are to fund operations, invest in research and development and capital equipment, and the continued costs of compliance with public company reporting requirements. We have historically funded our operations through funds generated through operations and debt and equity financings. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all.

In September 2021, we sold 2,869,442 shares of common stock through a registered direct offering to certain institutional investors and issued warrants to purchase 1,434,721 ~~warrants~~shares of common stock in a concurrent private placement. We received net proceeds from the transaction of $4,581,651, after deducting the placement agent’s fees and other ~~estimated~~ offering expenses. The Warrants have an exercise price of $1.68 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance.

For the three months ended March 31, 2022 and 2021, we incurred a loss from operations of ($660,000) and ($1,510,000), respectively. Cash provided from operations for the three months ended March 31, 2022, was $27,000. Cash used in operations was $1,225,000 for the three months ended March 31, 2021.

For the three months ended March 31, 2023 and 2022, we incurred losses from operations of ($1,188,000) and ($660,000), respectively. Cash used in operations for the three months ended March 31, 2023 was $1,363,000 compared to cash provided from operation of $27,000 for the three months ended March 31, 2022.

A breakdown of our statement of cash flows for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 is provided below:

	For the three months ended March 31,						For the three months ended March 31,
	2022			2021			2023			2022
Net Cash Provided By (Used) in Operating Activities	$	27,000		$	(1,225,000	)	$	(1,363,000	)	$	27,000
Net Cash Used in Investing Activities	$	(14,000	)	$	(28,000	)	$	(34,000	)	$	(14,000	)
Net Cash Provided by Financing Activities:	$	-		$	-		$	-		$	-

Cash ~~provided by operating activities for the three months ended March 31, 2022 was 27,000, compared to cash~~ used in operations for the three months ended March 31, ~~2022 of $1,225,000. Our~~2023 was $1,363,000 compared to cash provided ~~by operations improved in~~from operation of $27,000 for the three months ended March 31, 2022. The decline was attributable to the increase current ~~year~~ period ~~as a result of increase sales, gross profit, customer deposits~~loss and ~~lower operating expenses.~~the decreased accounts payable.

Cash used in investing activities for the three months ended March 31, 2023 and 2022 was $34,000 and ~~2021 was $14,000 and $28,000,~~14,000, respectively.

Cash provided by financing activities for three months ended March 31, 2023 and 2022 ~~and 2021~~ was $0$0.

We could incur operating losses and an increase of costs related to the continuation of product and technology development, sales expense as we continue to grow our sales teams, inventory as we continue to ensure we have products needed and geographic presence, tooling capital expenditures as we ramp up and streamline our production and administrative activities including compliance with the Sarbanes-Oxley Act of 2002 Section 404.

Management has taken and will endeavor to continue to take a number of actions in order to improve our results of operations and the related cash flows generated from operations in order to strengthen our financial position, including the following items:

During 2022, we experienced increased demand for our CES where we collect deposits upon the execution of the contract. The deposits we receive fund the production for the CES and improve our overall liquidity through the duration of the project. We believe our sales for our CES will continue to grow in 2023 and improve our financial results from a liquidity perspective as well as improve our operating margins due to the higher recurring solution sales we see for our CES system.

As of March 31, 2023, we maintained a customer sales backlog of $1,547,000 of which we anticipate will be recognized into revenue and will provide a boost to our cash generated from core operations in our 2023 calendar year. We believe our sales pipeline and the related deferred revenue will continue to grow in 2023 and improve our liquidity position during the next twelve months.

We expect that the cash we generate from our core operations will generally be sufficient to cover our future capital expenditures and to pay down our near-term debt ~~obligations, although we may choose to seek alternative financing sources.~~obligations.

We believe that our existing balance of cash and cash equivalents and amounts expected to be provided by operations will provide us with sufficient financial resources to meet our cash requirements for operations, working capital and capital expenditures over the next twelve months.

Our discussion and analysis of our financial condition and results of operations is based upon our ~~condensed~~ consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from our estimates.

The SEC defines critical accounting ~~policies~~estimates as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and most demanding of our judgment. We consider the following ~~policies~~estimates to be critical to an understanding of our ~~condensed~~ consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows.

Title and risk of loss generally pass to our customers upon shipment. Our ~~Customers~~customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Shipping and handling costs charged to customers are included in Product Revenues. The associated expenses are treated as fulfillment costs and are included in Cost of Revenues. Revenues are reported net of sales taxes collected from ~~Customers.~~customers.

The preparation of ~~condensed~~ consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the accompanying ~~condensed~~ consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, inventory, fair values of financial instruments, intangible assets, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities.

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. All these items were determined to be Level 1 fair value measurements.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated fair value because of the short maturity of these instruments.

For purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, held at financial institutions and other liquid investments with original maturities of three months or less. At times, these deposits may be in excess of insured limits.

Our accounts receivable are typically from credit worthy customers or, for certain international customers, are supported by pre-payments. For those customers to whom we extend credit, we perform periodic evaluations of them and maintain allowances for potential credit losses as deemed necessary. We have a policy of reserving for doubtful accounts based on our best estimate of the amount of potential credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventories consist primarily of finished goods.

In accordance with ASC 985-20 regarding the development of software to be sold, leased, or marketed we expense such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales.

Accrued warranties represent the estimated costs, if any, that will be incurred during the warranty period of our products. We estimate the expected costs to be incurred during the warranty period and record the expense to the condensed consolidated statement of operations at the date of sale. Our manufacturers assume the warranty against product defects which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results.

Basic net income or (loss) per share is computed by dividing our net income or (loss) by the weighted average number of shares of common stock outstanding during the period presented. Diluted income or (loss) per share is based on the treasury stock method and includes the effect from potential issuance of shares of common stock, such as shares issuable pursuant to the exercise of options and warrants and conversions of preferred stock or debentures.

On July 7, 2017, our shareholders approved the 2016 Equity Incentive Plan, or the 2016 Plan. The 2016 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance units/shares. Up to 625,000 shares of common stock are authorized for issuance under the 2016 Plan. Shares issued under the 2016 Plan may be either authorized but unissued shares, treasury shares, or any combination thereof. Provisions in the 2016 Plan permit the reuse or reissuance by the 2016 Plan of shares of common stock for numerous reasons, including, but not limited to, shares of common stock underlying canceled, expired, or forfeited awards of stock-based compensation and stock appreciation rights paid out in the form of cash. Equity compensation expense will typically be awarded in consideration for the future performance of services to us. All recipients of awards under the 2016 Plan are required to enter into award agreements with us at the time of the award; awards under the 2016 Plan are expressly conditioned upon such agreements.

On December 30, 2020, we received shareholder approval to amend and restate the 2016 Equity Incentive Plan to increase the maximum number of shares of common stock authorized from issuance by 1,375,000, from 625,000 shares to 2,000,000.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. We adopted ASU 2021-10 starting in 2022, which did not have a material impact on our condensed consolidated financial statements.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. ~~Our disclosure controls and procedures are intended to ensure~~Based on that the information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated toevaluation, our ~~management, including the~~ Principal Executive Officer and Principal Financial Officer ~~to allow timely decisions regarding required disclosures.~~

~~Based on that evaluation, our management has~~ concluded that ~~as of March 31, 2022,~~ our disclosure controls and procedures were ~~not effective at the reasonable assurance level because we have identified a material weakness~~effective.

There were no changes in our internal control over financial reporting ~~as discussed below, and such material weakness has not been remediated as of March 31, 2022.~~identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In designing and evaluating the disclosure controls and procedures ~~are~~and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed toand operated, can provide only reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management have concluded that, as of March 31, 2022, we did not maintain effective controls over the preparation, review, presentation and disclosure of our financial statements relating to bad debt. Specifically, we noted the following:

These control deficiencies did not result in a misstatement to our consolidated financial statements for the quarter ended March 31, 2022, following the adjustment to accounts receivable as discussed above. However, these control deficiencies, if not remediated, could result in a misstatement to the annual or interim consolidated financial statements which would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

Our management, with oversight from our Audit Committee, is in the process of developing and implementing remediation plans in response to the identified material weaknesses described above. Specifically, we are revising our bad debt reserve policy to consider the time of balances outstanding along with the credit worthiness of the customer and revising our review and approval policies and procedures to include segregation of duties and approvals.

We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting. These material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures.

During our most recent fiscal quarter, except as otherwise disclosed above regarding the material weakness and our remediation plan, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. Regardless of the outcome, any litigation could have an adverse impact on us due to defense and settlement costs, diversion of management resources and other factors.

You should carefully consider the information described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, as filed with the SEC on March ~~29, 2022.~~16, 2023. Except as set forth below, there have been no material changes to the risk factors we previously disclosed in our filings with the SEC, including the Form 10-K. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

~~There can be no assurance that we will be able to regain and maintain compliance with continued listing standards of the Nasdaq Capital Market.~~

The Nasdaq Capital Market’s continued listing standards for our common stock require, among other things, that (i) we maintain a closing bid price for our common stock of at least $1.00, and (ii) we maintain: (A) stockholders’ equity of $2.5 million; (B) market value of listed securities of $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Any failures to satisfy any continued listing requirements could lead to the receipt of a deficiency notice from the Nasdaq and ultimately to a delisting from trading of our common stock.

On April 14, 2022, we received a deficiency letter notifying us that we had not maintained a closing bid price for our common stock of at least $1.00 for a 30-day period. In accordance with Nasdaq rules, we have been provided an initial period of 180 calendar days, or until October 11, 2022 (the “Compliance Date”), to regain compliance with the bid price requirement. If we do not regain compliance with the bid price requirement by the Compliance Date, we may be eligible for an additional 180 calendar day compliance period. If we do not regain compliance with the bid price requirement by October 11, 2022 and are not eligible for an additional compliance period at that time, our common stock will be subject to delisting from the Nasdaq Capital Market. We cannot be certain that we will be able to regain compliance and then maintain compliance with the minimum bid price and the other standards in order to maintain a listing of our common stock on the Nasdaq Capital Market.

If our common stock were delisted from the Nasdaq Capital Market, among other things, this could result in a number of negative implications, including reduced liquidity in our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws as well as the potential loss of confidence by suppliers, customers and employees, institutional investor interest, fewer business development opportunities, greater difficulty in obtaining financing and breaches of certain contractual obligations.

The documents listed in the Exhibit Index of this Form 10-Q are incorporated herein by reference.


Florida		59-1947988
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		23

PART I	FINANCIAL INFORMATION

Item 1	Financial Statements.	34

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2530

Item 3	Quantitative and Qualitative Disclosures About Market Risk.	4254

Item 4	Controls and Procedures.	4354

PART II	OTHER INFORMATION

Item 1	Legal Proceedings.	4455

Item 1A	Risk Factors.	4455

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	4455

Item 3	Defaults Upon Senior Securities.	4455

Item 4	Mine Safety Disclosures.	4455

Item 5	Other Information.	4455

Item 6	Exhibits.	4455

SIGNATURES		4556

EXHIBIT INDEX		4657

ASSETS
Current Assets:
	March 31, 2022 (Unaudited)			December 31, 2021
Cash and Cash Equivalents	$	5,330,473		$	5,317,443
Accounts Receivable - net		2,500,408			1,964,776
Other Receivables		164,150			235,904
Inventories (Note 3)		5,100,095			4,743,280
Vendor Deposits (Note 4)		314,836			288,586
Prepaid Expenses		456,058			343,573
Total Current Assets		13,866,020			12,893,562

Property and Equipment – net (Note 5)		1,413,751			1,488,319

Other Assets:
Intangible Assets – net (Note 6)		953,042			956,284
Operating Lease - Right of Use Asset (Note - 7)		570,297			583,271
Capitalized Software Development Costs - net (Note 8)		0			10,476
Other Assets		390,549			341,006
Total Other Assets		1,913,888			1,891,037
Total Assets	$	17,193,659		$	16,272,918

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Accounts Payable	$	1,814,153		$	1,054,040
Accrued Expenses and Other Current Liabilities (Note 13)		553,126			664,608
Customer Deposits		606,984			6,000
Current Portion of Long-Term Operating Lease (Note 7)		94,539			91,775
Total Current Liabilities		3,068,802			1,816,423

Long-Term Liabilities:
Long-Term Operating Lease, Net of Current Portion (Note 7)		837,158			861,415
Total Long-Term Liabilities		837,158			861,415
Total Liabilities		3,905,959			2,677,838

Shareholders’ Equity:
Cumulative Convertible Series A Preferred Stock; par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued and outstanding at March 31, 2022 and December 31, 2021		638			638
Cumulative Convertible Series B Preferred Stock; $1,000 stated value; 7.5% Cumulative dividend; 4,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021		0			0
Common stock; par value $0.01 per share, 250,000,000 shares authorized; 19,732,705 and 16,761,513 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.		197,328			196,810
Additional Paid-In Capital		57,292,795			56,941,209
Accumulated Deficit		(44,203,060	)		(43,543,576	)
Total Shareholders’ Equity		13,287,701			13,595,080
Total Liabilities and Shareholders’ Equity	$	17,193,659		$	16,272,918

	For The Three Months Ended
	March 31,
	2022			2021

Sales, net	$	2,308,584		$	2,073,455
Cost of Sales		887,889			838,297
Gross Profit		1,420,695			1,235,158

Operating Expenses:
Professional Fees		190,530			173,493
Depreciation and Amortization		82,292			83,449
Selling Expenses		340,789			474,389
Research and Development		37,076			195,620
Consulting Fees		63,210			106,174
General and Administrative		1,366,625			1,712,366
Total Operating Expenses		2,080,522			2,745,491
Loss from Operations		(659,827	)		(1,510,333	)

Other Income (Expense):
Interest Income		343			427
Interest Expense		0			(1,035	)
Total Other Income (Expense)		343			(608	)

Loss before income taxes		(659,484	)		(1,510,941	)
Provision for Income Taxes (Note 16)		0			0
Net loss	$	(659,484	)	$	(1,510,941	)

Net income (loss) Per Common Share
Basic	$	(0.03	)	$	(0.09	)
Diluted	$	(0.03	)	$	(0.09	)

Basic Weighted Average Common Shares Outstanding		19,718,330			16,805,402
Diluted Weighted Average Common Shares Outstanding		19,718,330			16,805,402

TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
Current Assets:
	March 31, 2023 (Unaudited)			December 31, 2022
Cash and Cash Equivalents	$	2,469,300		$	3,866,733
Accounts Receivable - net		2,490,687			2,772,340
Other Receivables		164,150			164,150
Inventories (Note 3)		4,353,458			4,495,999
Vendor Deposits (Note 4)		514,203			447,052
Prepaid Expenses		412,975			388,359
Total Current Assets		10,404,773			12,134,633

Property and Equipment – net (Note 5)		1,274,617			1,335,331

Other Assets:
Intangible Assets – net (Note 6)		1,021,962			1,025,736
Operating Lease - Right of Use Asset (Note - 7)		514,400			528,996
Other Assets		520,684			475,103
Total Other Assets		2,057,046			2,029,835
Total Assets	$	13,736,436		$	15,499,799

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Accounts Payable	$	1,281,442		$	1,761,750
Accrued Expenses and Other Current Liabilities (Note 13)		528,800			728,703
Deferred Revenue		618,490			699,732
Current Portion of Long-Term Operating Lease		106,230			100,282
Total Current Liabilities		2,534,962			3,290,467

Long-Term Liabilities:
Long-Term Operating Lease, Net of Current Portion (Note 7)		730,928			761,132
Total Long-Term Liabilities		730,928			761,132
Total Liabilities		3,265,890			4,051,599

Commitments and Contingencies (Note 11)		-			-

Shareholders’ Equity:
Cumulative Convertible Series A Preferred Stock; par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued and outstanding at March 31, 2023 and December 31, 2022		638			638
Cumulative Convertible Series B Preferred Stock; $1,000 stated value; 7.5% Cumulative dividend; 4,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022		-			-
Common stock; par value $0.01 per share, 250,000,000 shares authorized; 19,763,955 and 16,761,513 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.		198,240			197,640
Additional Paid-In Capital		57,882,792			57,673,559
Accumulated Deficit		(47,611,124	)		(46,423,637	)
Total Shareholders’ Equity		10,470,546			11,448,200
Total Liabilities and Shareholders’ Equity	$	13,736,436		$	15,499,799

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

					For the three months ended March 31, 2022
	Series A Preferred				Common Stock				Additional Paid		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		in Capital		Deficit			Equity
Balance at January 1, 2022		63,750		638		19,680,955		196,810	$	56,941,209	$	(43,543,576	)	$	13,595,080
Equity Compensation										297,766					297,766
Common Stock Issued for Services Provided						51,750		518		53,820					54,338
Net (Loss) for the three months ended March 31, 2022												(659,484	)		(659,484	)
Balance at March 31, 2022		63,750	$	638		19,732,705	$	197,328	$	57,292,795	$	(44,203,060	)	$	13,287,701

					For the three months ended March 31, 2021
	Series A Preferred				Common Stock				Additional Paid		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		in Capital		Deficit			Equity
Balance at January 1, 2021		63,750	$	638		16,761,514	$	167,614	$	52,142,400	$	(39,108,078	)	$	13,202,574
Common Stock Issued for Services Provided						50,000		500		227,500					228,000
Net (Loss) for the three months ended March 31, 2021												(1,510,941	)		(1,510,941	)
Balance at March 31, 2021		63,750	$	638		16,811,514	$	168,114	$	52,369,900	$	(40,619,018	)	$	11,919,634

TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For The Three Months Ended
	March 31,
	2023			2022

Sales, net	$	1,582,172		$	2,308,584
Cost of Sales		640,935			887,889
Gross Profit		941,237			1,420,695

Operating Expenses:
Professional Fees		137,185			190,530
Depreciation and Amortization		88,776			82,292
Selling Expenses		376,653			340,789
Research and Development		70,520			37,076
Consulting Fees		75,455			63,210
General and Administrative		1,380,794			1,366,625
Total Operating Expenses		2,129,383			2,080,522
Income (loss) from Operations		(1,188,146	)		(659,827	)

Other Income (Expense):
Interest Income		659			343
Total Other Income (Expense)		659			343

Income (loss) before income taxes		(1,187,487	)		(659,484	)
Provision for Income Taxes (Note 16)		-			-
Net Income (loss)	$	(1,187,487	)	$	(659,484	)

Net income (loss) Per Common Share
Basic	$	(0.06	)	$	(0.03	)
Diluted	$	(0.06	)	$	(0.03	)

Basic Weighted Average Common Shares Outstanding		19,806,622			19,718,330
Diluted Weighted Average Common Shares Outstanding		19,806,622			19,718,330

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the Three Months Ended March 31,
	2023			2022
Cash Flow Operating Activities:
Net Loss	$	(1,187,487	)	$	(659,484	)
Adjustments to Reconcile Net Loss to
Net Cash Provided by (Used) In Operating Activities:
Depreciation and Amortization		88,776			82,292
Amortization of Right of Use Asset		39,329			39,329
Amortization of Software Costs		-			10,476
Equity Compensation Expense		158,833			297,766
Value of Equity Issued for Services		51,000			54,338
Changes in Operating Assets and Liabilities:
Decrease (Increase) in:
Accounts Receivable		281,653			(535,632	)
Inventory		142,541			(356,815	)
Prepaid Expenses		(24,616	)		(112,485	)
Vendor Deposits		(67,151	)		(26,250	)
Other Receivables		-			71,754
Other Assets		(45,581	)		(49,543	)
Increase (Decrease) in:
Accounts Payable		(518,441	)		760,113
Accrued Expenses		(161,769	)		(111,482	)
Customer Deposits		(81,243	)		600,984
Lease Liability		(39,192	)		(38,049	)
Net Cash Provided (Used) in Operating Activities		(1,363,347	)		27,311

Cash Flow From Investing Activities:
Purchase of Property and Equipment		(34,086	)		(14,281	)
Net Cash (Used) in Investing Activities		(34,086	)		(14,281	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

	March 31, 2022 (Unaudited)		December 31, 2021
Intellectual Property and Patents	$	3,065,584	$	3,065,584
Less: Accumulated Amortization		2,871,639		2,868,397
Patents, net	$	193,945	$	197,187

	March 31, 2022 (Unaudited)				December 31, 2021
	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
Outstanding, beginning of period		143,000	$	2.66		132,500	$	2.72
Granted		270,000		1.12		10,500		1.93
Exercised		-		0		-		0
Expired		-		0		-		0
Outstanding, end of period		413,000	$	1.65		143,000	$	2.66

Outstanding Options				Average Weighted		Exercisable Options
Range		Number		Remaining Contractual Life in Years		Number		Weighted Average Exercise Price
$	0.80		27,500		2.95		27,500	$	0.80
$	0.88		31,250		1.76		31,250	$	0.88
$	0.96		25,000		1.77		25,000	$	0.96
$	1.12		270,000		9.81		270,000	$	1.12
$	1.93		10,500		4.71		10,500	$	1.93
$	2.16		5,000		2.75		5,000	$	2.16
$	4.40		12,500		3.80		12,500	$	4.40
$	7.06		31,250		3.50		31,250	$	7.06

			413,000		7.38		413,000	$	1.65

Outstanding Options				Average Weighted		Exercisable Options
Range		Number		Remaining Contractual Life in Years		Number		Weighted Average Exercise Price
$	0.80		27,500		2.20		27,500	$	0.80
$	0.85		210,000		9.83		210,000	$	0.85
$	0.88		31,250		1.01		31,250	$	0.88
$	0.96		12,500		1.02		12,500	$	0.96
$	1.12		270,000		9.06		270,000	$	1.12
$	1.93		10,500		4.06		10,500	$	1.93
$	2.16		5,000		2.00		5,000	$	2.16
$	4.40		12,500		3.05		12,500	$	4.40
$	7.06		31,250		2.50		31,250	$	7.06

			610,500		7.56		610,500	$	1.10

	March 31, 2023 (Unaudited)			December 31, 2022
Beginning accrued warranty costs	$	68,000		$	68,000
Provision for warranty expense		(28,390	)		24,158
Settlement of warranty claims		(9,610	)		(24,158	)
Ending accrued warranty costs	$	30,000		$	68,000


42

·	~~Customer deposits received~~Table of ~~approximately $607,000.~~Contents

	~~(1)~~	~~Includes $352,000 and $228,000 in non-cash equity compensation expense for the three months ended March 31, 2022 and 2021, respectively.~~
	~~(2)~~	~~NM – Not Meaningful~~

	·	ramp up and expansion of our internal sales force and ~~manufacturers’~~manufacturer’s representatives;
	·	length of our sales cycle;
	·	global response to the outbreak of ~~COVID-19 Pandemic;~~infectious diseases;
	·	expansion into new territories and markets; and
	·	timing of orders from distributors.

	·	expanding our label with the EPA to further our product registration internationally;
	·	continued expansion of our internal sales force and manufacturer representatives in an effort to drive global revenue in all verticals;
	·	continue research and development and add new products to our “Stera” product line;
	·	source alternative lower-cost suppliers;
	·	expansion of international distributors; and
	·	continued growth in all of our verticals.

	·	We did not design or maintain effective controls with respect to the review of the accounting for bad debt reserves, including maintaining effective controls to prevent or detect errors in the assessment of bad debt reserves. Specifically, our policy for bad debt reserves was primarily based on customer relationships and management’s view of the collectability of the receivables. The bad debt expense analysis resulted in a material adjustment to accounts receivable and bad debt expense for the year ended December 31, 2021.

	·	~~We did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of bad debt reserves.~~

	TOMI ENVIRONMENTAL SOLUTIONS, INC.

Date: May ~~5, 2022~~15, 2023	By:	/s/ Halden S. Shane
		Halden S. Shane
		Chief Executive Officer
		(Principal Executive Officer)

Date: May ~~5, 2022~~15, 2023	By:	/s/ Nick Jennings
		Nick Jennings
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)