IIOT-OXYS, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities During the quarter ended September 30, 2021, a lender converted $80,000 in principal of their promissory note into 8,000,000 shares of our Common Stock. The securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities. Use of Proceeds On February 11, 2021, our Registration Statement on Form S-1 (File No. 333-252-887) was declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) and the offering was commenced upon effectiveness and is still ongoing as all of the 44,500,000 (for gross proceeds of $667,500) offered shares have not been sold and the offering has not been terminated. During the quarter ended September 30, 2021, we sold a total of 10,200,000 shares of Common Stock for gross proceeds of $153,000. We paid $3,060 in fees to J.H. Darbie & Co., Inc. and received net proceeds of $149,940. The net proceeds were used as follows: for ongoing payroll and operating expense. Item 6. Exhibits SEC Ref. No. Title of Document 10.1* Amendment No. 1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with Vidhyadhar Mitta, 31.1* Rule 13a-14(a) Certification by Principal Executive and Financial Officer 32.1** Section 1350 Certification of Principal Executive and Financial Officer 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) *Filed with this Report. **Furnished with this Report. 34 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IIOT-OXYS, Inc. Date: November 15, 2021 By /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) 35