What changed in this filing

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Item 1. Business

2022-04-14 compared with 2021-04-06 · 179 added, 204 removed, 42 unchanged (90% of the section changed)

Historical Background

We were incorporated in the State of New

Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed our name

to Gotham Capital Holdings, Inc.

We were incorporated in the State of New Jersey

on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation, and subsequently changed our name to Gotham Capital

Holdings, Inc.

on May 18, 2015.

We commenced operations in the beauty supply industry as of January 1, 2004.

On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business.

January 1, 2009 until July 28, 2017, we had no operations and were a shell company.

On March 16, 2017, our Board of Directors

adopted resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to “IIOT-OXYS,

Inc.”, to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve

the Securities Exchange Agreement (the “

OXYS SEA ”) between the Company and OXYS Corporation (“

OXYS ”),

a Nevada corporation incorporated on August 4, 2016.

On November 30, 2007, our

Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business.

From January 1, 2009 until July 28,

2017, we had no operations and were a shell company.

On March 16, 2017, our Board of Directors adopted

resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to “IIOT-OXYS,

Inc.”, to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities

Exchange Agreement (the “ OXYS SEA ”) between the Company and OXYS Corporation (“ OXYS ”), a Nevada

corporation incorporated on August 4, 2016.

Under the terms of the OXYS SEA we acquired 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

shares of our Common Stock and changed our management to Mr.

We also cancelled 1,500,000 outstanding shares

of our Common Stock and changed our management to Mr.

DiBiase who also served in management of OXYS.

Also, one of our principal

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

The OXYS SEA was

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

at that time.

Effective October 26, 2017,

our domicile was changed from New Jersey to Nevada.

On December 14, 2017, we entered into a

Share Exchange Agreement (the “

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

HereLab ”),

and HereLab’s two shareholders pursuant to which we would acquire all the issued and outstanding shares of HereLab in exchange

for the issuance of 1,650,000 shares of our Common Stock, on a pro rata basis, to HereLab’s two shareholders.

of the transaction occurred on January 11, 2018 and HereLab became our wholly-owned subsidiary.

A new management team was put into place

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.

Also, one of our principal shareholders

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

The OXYS SEA was effective on July

28, 2017, and our name was changed to “IIOT-OXYS, Inc.” at that time.

Effective October 26, 2017, our domicile was changed

from New Jersey to Nevada.

On December 14, 2017, we entered into a Share

Exchange Agreement (the “ HereLab SEA ”) with HereLab, Inc., a Delaware corporation (“ HereLab ”), and

HereLab’s two shareholders pursuant to which we would acquire all the issued and outstanding shares of HereLab in exchange for the

issuance of 1,650,000 shares of our Common Stock, on a pro rata basis, to HereLab’s two shareholders.

The closing of the transaction

occurred on January 11, 2018 and HereLab became our wholly-owned subsidiary.

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

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General Overview

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.

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

Both companies were, and presently are, early stage technology startups that are largely pre-revenue in their development

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,

software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications.

We use domain-specific Artificial Intelligence to solve industrial and environmental challenges.

Our engineered solutions focus

on common sense approaches to machine learning, algorithm development and hardware and software products.

Our customers

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 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

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

We focus on developing

We develop algorithms that help our customers create insights from vast data streams.

The data collected is analyzed

and reports are created for the customer.

The Company received its first revenues in the last

quarter of 2017, has continued to realize revenues in 2021, and expects to realize revenue growth in 2022 due to its business development

We develop hardware, software and algorithms that

monitor, measure and predict conditions for energy, structural, agricultural and medical applications.

We use domain-specific Artificial

Intelligence to solve industrial and environmental challenges.

Our engineered solutions focus on common sense approaches to machine learning,

algorithm development and hardware and software products.

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.

We use open-source software tools, while still creating

proprietary content for customers, thereby reducing software development time and cost.

The software works with the hardware to collect

data from the equipment or structure that is being monitored.

We focus on developing insights.

We develop algorithms

that help our customers create insights from vast data streams.

The data collected is analyzed and reports are created for the customer.

From these insights, the customer can act to improve their process, product or structure.

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RISK MINIMIZATION

We use simple measurements requiring almost zero integration –

minimally invasive.

We use simple measurements which are minimally invasive.

We do not interfere with command and control of critical equipment.

We do not physically touch machine control networks –

total isolation of networks.

Our location in Cambridge, Massachusetts

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 our cost of sales.

Additionally,

we continue to add value to structural health monitoring and smart manufacturing customers as well.

We, therefore, have a range

of opportunities as we continue to expand our customer base.

Our goal is to help Biotech, Pharma, and

Medical Device companies realize the next wave of performance, productivity, and quality gains for their organizations, and become

Industry 4.0 compliant.

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.

We do not interfere with machine control networks.

Our location in Cambridge, Massachusetts 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 our cost of sales.

Additionally, we continue to add value

to structural health monitoring and smart manufacturing customers as well.

We, therefore, have a range of opportunities as we continue

to expand our customer base.

Our goal is to help Biotech, Pharma, and Medical

Device companies realize the next wave of performance, productivity, and quality gains for their organizations, and become Industry 4.0

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 2022 and beyond, as we execute our plans and acquire additional customers.

WHAT MARKETS WE SERVE

SMART MANUFACTURING

We help our customers maintain machine

uptime and maximize operational efficiency.

We also enable then to do energy monitoring, predictive maintenance that anticipates

problems before they happen, and improve part and process quality.

BIOTECH, PHARMACEUTICAL, AND MEDICAL

We are on the operations side, not the

patient-facing side.

In this market vertical, our customers must provide high-quality products that must also pass rigorous review

by governing bodies such as the FDA.

Here again, we focus on machine uptime, operational efficiency, and predictive maintenance

to avoid unplanned downtime.

We help our customers maintain machine uptime

and maximize operational efficiency.

We also enable then to do energy monitoring, predictive maintenance that anticipates problems before

they happen, and improve part and process quality.

BIOTECH, PHARMACEUTICAL, AND MEDICAL DEVICES

We are on the operations side, not the patient-facing

In this market vertical, our customers must provide high-quality products that must also pass rigorous review by governing bodies

such as the FDA.

Here again, we focus on machine uptime, operational efficiency, and predictive maintenance to avoid unplanned downtime.

SMART INFRASTRUCTURE

For bridges and other civil infrastructure,

local, state and federal agencies have limited resources.

We help our clients prioritize how to spend limited funds by addressing

those fixes which need to be made first.

For bridges and other civil infrastructure, local,

state and federal agencies have limited resources.

We help our clients prioritize how to spend limited funds by addressing those fixes

which need to be made first.

OUR UNIQUE VALUE PROPOSITION

EDGE COMPUTING AS A COMPLIMENT TO CLOUD

Within the Internet of Things (“

and Industrial Internet of Things (“

IIoT ”), most companies right now are adopting an approach which sends all

sensor data to the cloud for processing.

We specialize in edge computing, where the data processing is done locally right where

the data is collected.

We also have advanced cloud-based algorithms that implement various machine learning and artificial intelligence

EDGE COMPUTING AS A COMPLIMENT TO CLOUD COMPUTING

Within the Internet of Things (“ IoT ”)

and Industrial Internet of Things (“ IIoT ”), most companies right now are adopting an approach which sends all sensor

data to the cloud for processing.

We specialize in edge computing, where the data processing is done locally right where the data is collected.

We also have advanced cloud-based algorithms that implement various machine learning and artificial intelligence algorithms.

ADVANCED ALGORITHMS

We have sought to differentiate from our

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.

We have sought to differentiate from our 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

Instead of focusing on creating tools,

we use open-source tools to create proprietary content.

Our marketing and sales efforts are divided

into several distinct categories:

Instead of focusing on creating tools, we use

open-source tools to create proprietary content.

Our marketing and sales efforts are divided into

several distinct categories:

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

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We have two principal sources of competition.

The first comes from large companies such as IBM, GE, Amazon, Google, etc., who all have their efforts in IIoT.

However, these

large companies are cloud –

computing centric and they are trying to move towards edge devices from their present position

The first comes from large companies such as Siemens, PTC, IBM, GE, Amazon, Google, etc., who all have their efforts in IIoT.

these large companies are cloud – computing centric and they are trying to move towards edge devices from their present position

of being solely cloud computing based.

We will be starting in edge computing from day one as opposed to force-fitting a cloud-based

solution into the limited computational capability and storage space of an edge device.

We believe our systems will be more computationally

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

The second source of competition is from

startups who are in the edge computing space.

The most prominent example is FogHorn Systems Inc.

We will be starting in edge computing from day one as opposed to force-fitting a cloud-based solution

into the limited computational capability and storage space of an edge device.

We believe our systems will be more computationally efficient

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

The second source of competition is from startups

who are in the edge computing space.

Examples are FogHorn Systems Inc., Tulip Interfaces, and MachineSense.

There will be additional startups

that will specifically target the edge computing space as the investor awareness and the technical focus shifts from cloud computing

to edge computing.

Whereas other startups focus on development of proprietary tools for edge computing, our solutions will use

open source tools but will still create proprietary algorithms and software content for clients and customers.

We feel this methodology

of creating proprietary solutions using open source tools will allow us to rapidly address current and future customer needs.

that will specifically target the edge computing space as the investor awareness and the technical focus shifts from cloud computing to

edge computing.

Whereas other startups focus on development of proprietary tools for edge computing, our solutions will use open source

tools but will still create proprietary algorithms and software content for clients and customers.

We feel this methodology of creating

proprietary solutions using open source tools will allow us to rapidly address current and future customer needs.

Government Regulation

2 unchanged sentences

Environmental Laws

At present, we are not regulated by any

environmental laws.

At present, we are not regulated by any environmental

Research and Development

We work with our partners and universities

to develop IP;

We work with our partners and universities to

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

Other than expenses for legal, accounting,

audit, tax preparation, intellectual property (IP), and other overhead expenses such rent, most of our funds are spent on technology

development, product development, and research and development.

We are an emerging growth, early-stage, technology company and,

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.

When the technology

is ready to leave the lab, we take over the further development.

Along the way we expect to file additional IP and otherwise protect

technology by using trademarks, for example.

The efforts in research and development

have already resulted in significant customer interest in various market verticals including industrial, automotive, aerospace,

agricultural, infrastructure, and power generation.

All the present projects that we are working

on internally as research and development projects will go forward, so we do not have any projects in the category of projects

that have incurred significant expense but that will not result in present or future product.

Other than expenses for legal, accounting, audit,

tax preparation, intellectual property (IP), and other overhead expenses such rent, most of our funds are spent on technology development,

product development, and research and development.

We are an emerging growth, early-stage, technology company and, as such, most of our

expenditures are aimed at innovation and product development.

The efforts in research and development have already

resulted in significant customer interest in various market verticals including industrial, automotive, aerospace, agricultural, infrastructure,

and power generation.

Intellectual Property

On February 5, 2018, we entered into a

Non-Exclusive Patent License Agreement with MIT.

The agreement, which was effective February 1, 2018, granted to us a royalty-bearing

non-exclusive license under U.S.

8344724 (“Non-Intrusive Monitoring of Power and Other Parameters”

January 1, 2013), 14/263407 (“Non-Intrusive Monitoring”

filed April 28, 2014), and Patent Cooperation Treaty Serial

PCT/US2016/057165 (“Noncontact Power Sensing”

filed October 14, 2016) during the term of the agreement.

of the agreement was from the effective date until the expiration or abandonment of all issued patents and filed patent applications

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,”

On February 5, 2018, we entered into a Non-Exclusive

Patent License Agreement with MIT.

The agreement, which was effective February 1, 2018, granted to us a royalty-bearing non-exclusive

license under U.S.

8344724 (“Non-Intrusive Monitoring of Power and Other Parameters” issued January 1, 2013),

14/263407 (“Non-Intrusive Monitoring” filed April 28, 2014), and Patent Cooperation Treaty Serial No.

PCT/US2016/057165 (“Noncontact

Power Sensing” filed October 14, 2016) during the term of the agreement.

The term of the agreement was from the effective date until

the expiration or abandonment of all issued patents and filed patent applications 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,”

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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license issue fee of $10,000 was paid by us to MIT.

Pursuant to the agreement, we were required to pay to MIT additional patent

maintenance fees in years beyond 2018.

Pursuant to the agreement, we were required

to pay to MIT a running royalty of 2% of “NET SALES,”

as defined in the agreement made in the calendar years 2018,

2019, and 2020.

For “NET SALES”

made in the calendar year 2021 and every calendar year thereafter through the term

of the agreement, we were required to pay to MIT a running royalty of 4%.

On October 31, 2018, we sent written notice

of our intent to terminate the agreement with an effective date of termination of April 30, 2019.

Since none of the technology

licensed to us by MIT had been used by us in any of our products and we had been investing in the

development of our own intellectual property, we determined the technology that was licensed from MIT wasn’t necessary in

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.

As of December

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

our proprietary algorithms and plan to protect them through a combination of trade secret, copyright, and patents.

Due to our status of a start-up, at the

moment, we depend on a few major customers.

Pursuant to the agreement, we were required to pay to MIT additional patent maintenance

fees in years beyond 2018.

Pursuant to the agreement, we were required to

pay to MIT a running royalty of 2% of “NET SALES,” as defined in the agreement made in the calendar years 2018, 2019, and

For “NET SALES” made in the calendar year 2021 and every calendar year thereafter through the term of the agreement,

we were required to pay to MIT a running royalty of 4%.

On October 31, 2018, we sent written notice of

our intent to terminate the agreement with an effective date of termination of April 30, 2019.

Since none of the technology licensed to

us by MIT had been used by us in any of our products and we had been investing in the development of our own intellectual property,

we determined the technology that was licensed from MIT wasn’t necessary in 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.

As of December 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 our proprietary algorithms

and plan to protect them through a combination of trade secret, copyright, and patents.

Due to our status of a start-up, at the moment,

we depend on a few major customers.

This should change as we implement plans for future growth.

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

received from Cambridge MedSpace LLC and Vidhyadhar Mitta in the form of secured notes, there are no conflicts of interest between

the Company and any of our officers and directors.

As of April 8, 2022, we have two employees, each

on W2’s, not including the CEO and COO.

Although the consulting agreements of our CEO and COO terminated in 2021, we expect to have

new agreements in place during the second quarter of 2022.

Besides our CEO and COO, one employee is full time and the remaining is part

At the present time, except for the funding received

from Cambridge MedSpace LLC and Vidhyadhar Mitta in the form of secured notes, there are no conflicts of interest between the Company

and any of our officers and directors.

This was determined as follows:

i) none of their outside activities are soliciting

business from our customers or business contacts;

i) none of their outside activities are soliciting business from

our customers or business contacts;

ii) they are not soliciting our investors to invest in other ventures;

they are not soliciting our contract employees to leave us and join other efforts.

At present, all our business services are provided

by outside contractors.

and iii) they are not soliciting

our contract employees to leave us and join other efforts.

At present, all our business services are provided by outside contractors.

Legal Proceedings

We are currently not aware of any such legal proceedings

or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition

or operating results.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary

course of business.

However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise

from time to time that may harm our business.

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