What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-04-06 compared with 2020-06-23 · 59 added, 90 removed, 187 unchanged (44% of the section changed)

15 unchanged sentences

Under the terms of the OXYS SEA we acquired

100% of our issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock.

100% of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock.

We also cancelled 1,500,000 outstanding

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shareholders entered into a consulting agreement with OXYS to provide consulting services during the transition.

was effective on July 28, 2017, and our name was changed to “IIOT-OXYS, Inc.”

The OXYS SEA was

effective on July 28, 2017, and our name was changed to “IIOT-OXYS, Inc.”

at that time.

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our domicile was changed from New Jersey to Nevada.

On December 14, 2017, we entered into

a Share Exchange Agreement (the “

On December 14, 2017, we entered into a

Share Exchange Agreement (the “

HereLab SEA ”) with HereLab, Inc., a Delaware corporation (“

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A new management team was put into place

in 2018, which constitutes our current management team.

in 2018, which constitutes our current management team sans Mr.

Coufal who resigned effective March 31, 2021.

On April 1, 2021,

we appointed Chandran Seshagiri as our Interim CTO to replace Mr.

At the present time, we have two, wholly-owned

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General Overview

IIOT-OXYS, Inc., a Nevada corporation

Company ”), and OXYS, were originally established for the purposes of designing, building, testing, and

selling Edge Computing systems for the Industrial Internet.

Both companies were, and presently are, early stage technology

startups that are largely pre-revenue in their development phase.

HereLab is also an early-stage technology development

The Company received its first revenues in the last quarter of 2017, continued to realize revenues during 2018 and 2019,

and expects to realize revenue growth in 2020 due to its business development pipeline.

IIOT-OXYS, Inc., a Nevada corporation (the

Company ”), and OXYS, were originally established for the purposes of designing, building, testing, and selling

Edge Computing systems for the Industrial Internet.

Both companies were, and presently are, early stage technology startups

that are largely pre-revenue in their development phase.

HereLab is also an early-stage technology development company.

The Company received its first revenues in the last quarter of 2017, has continued to realize revenues in 2020, and expects to

realize revenue growth in 2021 due to its business development pipeline.

We develop hardware,

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have issues and they need improvements.

We design a system of hardware and software, assemble, install, monitor data and apply

our algorithms to help provide the customer insights.

We design a system of hardware and software, assemble, install, monitor data and

apply our algorithms to help provide the customer insights.

We use off the

shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications.

use open source software tools, while still creating proprietary content for customers, thereby reducing software development

time and cost.

use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time

The software works with the hardware to collect data from the equipment or structure that is being monitored.

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OUR SOLUTIONS ACHIEVE TWO OBJECTIVES

We show clear path to improved asset reliability, machine uptime,

machine utilization, energy consumption, and quality.

We show clear path to improved asset reliability, machine uptime, machine utilization, energy consumption, and quality.

We provide advanced algorithms and insights as a service.

RISK MINIMIZATION

We use simple measurements requiring almost zero integration

We use simple measurements requiring almost zero integration –

minimally invasive.

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is ideal since market-leading Biotech, Medtech, and Pharma multinational firms have offices or R&D centers in Cambridge or

the Greater Boston area, which gives us easier access to potential sales which, in turn, lowers out cost of sales.

the Greater Boston area, which gives us easier access to potential sales which, in turn, lowers our cost of sales.

Additionally,

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Industry 4.0 compliant.

We have a unique value proposition in

a fast-growing worldwide multi-billion USD market, and have positioned with strategic partners for accelerated growth.

therefore well-poised for rapid growth in 2019 and beyond, as we execute our plans and quickly acquire additional customers.

We have a unique value proposition in a

fast-growing worldwide multi-billion USD market, and have positioned our business with strategic partners for accelerated growth.

We are therefore well-poised for growth in 2021 and beyond, as we execute our plans and acquire additional customers.

WHAT MARKETS WE SERVE

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We have sought to differentiate from our

competitors by developing advanced algorithms on our own and in collaboration with world-leading research institutions.

algorithms are an essential part of the edge computing strategy that convert raw data into actionable knowledge right where the

data is collected without having to send the data to the cloud first.

competitors by developing advanced algorithms on our own and in collaboration with strategic partners These algorithms are an essential

part of the edge computing strategy that convert raw data into actionable knowledge right where the data is collected without having

to send the data to the cloud first.

RECONFIGURABLE HARDWARE AND SOFTWARE

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we use open-source tools to create proprietary content.

PROGRESS IN 2020

Our marketing and sales efforts are divided

into several distinct categories:

Working with technical partners who have larger sales forces;

Direct business development and discussions with end use customers

by company management;

Trade shows and international technical, sales and marketing

We work with partners to leverage their sales and marketing channels.

Direct business development and discussions with end use customers by company management;

Trade shows and international technical, sales and marketing meetings.

We have two principal sources of competition.

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efficient as compared to a cloud-based solution which requires more computational resources.

Most of the IIoT implementations involve

data going from sensor to cloud.

This involves sending vast amounts of data to the cloud and then processing the data there.

requires a large computational footprint (many processors) and a large memory requirement to store the data.

From our actual experience

and according to many technical experts in the field (see for example the discussion on edge data in “Structural Health

Monitoring”

A Machine Learning Perspective,”

Farrar and K.

Worden, John Wiley and Sons, New York, 2013), a

better approach is to use Edge Computing.

Edge Computing takes the raw data, which could be MB or GB per second, and extracts

Features are attributes of the signal that preserve the essential physics of the signal but reduce the data density

by a very large amount (up to a factor of one million).

After the feature extraction step, the data has a data rate of approximately

10KB or 100KB per second.

Next comes the classification step, which further reduces data by classifying data into at least two

nominal behavior or off-nominal or abnormal behavior.

For example, in monitoring a machine tool in a factory, if the machine

tool is behaving normally, there is nothing to report and therefore no data needs to be sent or transferred anywhere.

abnormal condition data needs to be sent along with a description of the problem.

This is what Edge Computing accomplishes and

it accomplishes this right where the data is being collected using relatively small computational and memory resources (For example

our systems have a 1GHz processor and one few GB of RAM plus up to 32 GB of storage –

which is less computational power

than the average smart phone.).

so considering all of these technical aspects, we are able to assert that our Edge Computing process

is more efficient in terms of computational power and memory as compared to a cloud-based solution, that it only sends along the

information (not just data) that is really needed, and it can still interact with cloud based services to provide data sharing

across different platforms.

The second source of competition is from

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Research and Development

We work with our partners and universities

to develop IP;

we will further develop this IP in house into products and services.

Other than expenses for legal, accounting,

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as such, most of our expenditures are aimed at innovation and product development.

We have a technology maturation model

so that we avoid doing work on technologies that are too early and too new and belong in a pure search environment.

We have a technology maturation model so

that we avoid doing work on technologies that are too early and too new and belong in a pure search environment.

When the technology

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licensed pursuant to the agreement, unless terminated earlier in accordance with the agreement.

Under the agreement, we were required

to make a first commercial sale of a “LICENSED PRODUCT”

and/or a first commercial performance of a “LICENSED

PROCESS,”

Under the agreement, we were required to

make a first commercial sale of a “LICENSED PRODUCT”

and/or a first commercial performance of a “LICENSED PROCESS,”

as defined in the agreement, on or before September 30, 2018.

We had negotiated revenue targets with MIT which

would determine annual royalty payments.

The 2018 minimum revenue target for the sale of products and services incorporating the

MIT technology was $100,000.

We had negotiated revenue targets with MIT which would determine

annual royalty payments.

The 2018 minimum revenue target for the sale of products and services incorporating the MIT technology

was $100,000.

This minimum revenue amount would increase in subsequent years.

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the near term.

Due to this, the written notice sent by us expressed a desire by our management to renegotiate the

terms of the agreement with MIT.

MIT declined to renegotiate the terms

of the agreement and, on December 6, 2018, we received a notice of termination from MIT due to non-payment of fees.

Due to this, the written notice sent by us expressed a desire by our management to renegotiate the terms

of the agreement with MIT.

MIT declined to renegotiate the terms of

the agreement and, on December 6, 2018, we received a notice of termination from MIT due to non-payment of fees.

As of December

6, 2018, the agreement was terminated, fees are no longer accruing, interest is accruing and $71,352 in fees owed to MIT are still

owing as of the date of this Annual Report.

Despite the termination of the Agreement, we remain

active with MIT as a member of the MIT Startup Exchange (STEX).

The purpose of STEX is to promote collaboration and

partnerships between MIT-connected startups and members of MIT’s Industrial Liaison Program.

We remain open to future mutually

acceptable agreements with MIT .

6, 2018, the agreement was terminated, fees are no longer accruing, interest is accruing and $76,283.88 in fees owed to MIT are

still owing as of the date of this Annual Report.

Despite the termination of the Agreement, we

remain active with MIT as a member of the MIT Startup Exchange (STEX).

The purpose of STEX is to promote collaboration

and partnerships between MIT-connected startups and members of MIT’s Industrial Liaison Program.

We remain open to future

mutually acceptable agreements with MIT .

We continue to develop

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This should change as we implement plans for future growth.

We had one full time employee in 2019;

however, we had contractor employees (1099 basis) who were working daily on the core business activities of the business and have

been doing so since the beginning of the business formation.

As of April 23, 2020, we have five employees, all on W2’s,

including the CEO, COO and CTO.

All employees are currently part time.

As of April 1, 2021, we have four employees,

all on W2’s, including the CEO, COO and interim CTO.

One employee is full time and the remaining are part time.

At the present time, except for the funding

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business