IIOT-OXYS, Inc. 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________to___________________________ Commission File Number: 000-50773 IIOT-OXYS, Inc. (Exact name of registrant as specified in its charter) Nevada 56-2415252 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 705 Cambridge Street , Cambridge , MA 02141 (Address of principal executive offices) (Zip Code) (401) 307-3092 (Registrant’s telephone number, including area code) Securities registered pursuant to section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company x Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x The number of shares outstanding of the registrant’s common stock on May 22, 2023, was 406,815,293 . TABLE OF CONTENTS PART I—FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II—OTHER INFORMATION 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32 Item 6. Exhibits 32 SIGNATURES 33 Introductory Comment Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. 2 PART I—FINANCIAL INFORMATION Item 1. Financial Statements IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Balance Sheets March 31, 2023 December 31, 2022 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 25,158 $ 33,336 Accounts receivable, net 9,893 28,941 Prepaid expenses 7,773 7,773 Total Current Assets 42,824 70,050 Note receivable, net of discount of $ 3,791 and $ 4,716 at March 31, 2023 and December 31, 2022, respectively 196,209 195,284 Intangible assets, net 236,379 248,585 Total Assets $ 475,412 $ 513,919 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 172,392 $ 133,408 Accrued liabilities 435,177 395,714 Deferred revenue 31,425 31,425 Unearned interest 2,219 5,151 Notes payable - current 392,353 363,167 Shares payable to related parties 16,358 14,624 Salaries payable to related parties 263,516 263,516 Derivative liabilities 471,165 469,873 Total Current Liabilities 1,784,605 1,676,878 Notes payable 49,300 104,300 Due to stockholders 1,000 1,000 Total Liabilities 1,834,905 1,782,178 Commitments and Contingencies (Note 4) – – Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $ 1,200 stated value; 454 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively. Liquidation preference $ 544,800 at March 31, 2023 and December 31, 2022, respectively 544,800 544,800 Stockholders' Equity (Deficit) Series A Preferred Stock, $ 0.001 par value, 10,000,000 Shares authorized; 25,845 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 26 26 Common Stock $ 0.001 Par Value, 1,000,000,000 shares authorized; 401,865,785 shares and 352,174,583 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 401,866 352,175 Additional paid in capital 7,179,122 7,141,877 Accumulated deficit ( 9,485,307 ) ( 9,307,137 ) Total Stockholders' Equity (Deficit) ( 1,904,293 ) ( 1,813,059 ) Total Liabilities and Stockholders' Equity (Deficit) $ 475,412 $ 513,919 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 IIOT-OXYS, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) For The Three Months Ended March 31, 2023 2022 Revenues $ 43,283 $ – Cost of Sales 16,964 – Gross Profit 26,319 – Operating Expenses General and administrative 166,200 167,009 Amortization of intangible assets 12,205 12,205 Total Operating Expenses 178,405 179,214 Other Income (Expense) Gain (Loss) on change in FMV of derivative liability ( 1,292 ) 115,799 Loss on derivative – ( 201,943 ) Interest income 5,856 – Interest expense ( 14,528 ) ( 247,372 ) Total Other Income (Expense) ( 9,964 ) ( 333,516 ) Net Loss Before Income Taxes ( 162,050 ) ( 512,730 ) Provision for Income Tax – – Net Loss $ ( 162,050 ) $ ( 512,730 ) Convertible Preferred Stock Dividend ( 16,120 ) ( 12,430 ) Net Loss Attributable to Common Stockholders $ ( 178,170 ) $ ( 525,160 ) Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.00 ) $ ( 0.00 ) Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted 374,217,262 224,759,740 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 IIOT-OXYS, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (Deficit) For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Preferred Stock Common Stock Additional Total Stockholders’ Shares Amount Shares Amount Paid-In Capital Accumulated Deficit Equity (Deficit) Balance - December 31, 2022 25,845 $ 26 352,174,583 $ 352,175 $ 7,141,877 $ ( 9,307,137 ) $ ( 1,813,059 ) Common stock issued for financing commitments – – 31,603,364 31,603 22,592 – 54,195 Sales commissions paid on capital raise – – – – ( 1,084 ) – ( 1,084 ) Common stock issued for services – – 250,000 250 575 – 825 Common stock issued for conversion of convertible note payable – – 17,837,838 17,838 15,162 – 33,000 Net loss – – – – – ( 178,170 ) ( 178,170 ) Balance - March 31, 2023 25,845 $ 26 401,865,785 $ 401,866 $ 7,179,122 $ ( 9,485,307 ) $ ( 1,904,293 ) Preferred Stock Common Stock Additional Total Stockholders’ Shares Amount Shares Amount Paid-In Capital Accumulated Deficit Equity (Deficit) Balance - December 31, 2021 25,845 $ 26 220,254,396 $ 220,255 $ 7,009,098 $ ( 8,544,232 ) $ ( 1,314,853 ) Common stock issued for financing commitments – – 16,851,068 16,851 96,975 – 113,826 Sales commissions paid on capital raise – – – – ( 2,277 ) – ( 2,277 ) Effect of adopting ASY 2020-06 – – – – ( 371,125 ) 313,976 ( 57,149 ) Common stock issued for services – – 100,000 100 800 – 900 Net loss – – – – – ( 525,160 ) ( 525,160 ) Balance - March 31, 2022 25,845 $ 26 237,205,464 $ 237,206 $ 6,733,471 $ ( 8,755,416 ) $ ( 1,784,713 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 IIOT-OXYS, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) For The Three Months Ended March 31, 2023 2022 Cash Flows From Operating Activities Net loss $ ( 178,170 ) $ ( 525,160 ) Adjustments to reconcile net loss to net cash (used) by operating activities Stock compensation expense for services 825 900 Discount on note receivable ( 925 ) – Amortization of debt discount on notes payable and preferred stock – 37,400 Amortization of intangible assets 12,205 12,205 Changes in Operating Assets and Liabilities (Increase) Decrease in: Accounts receivable 19,048 – Increase (Decrease) in: Accounts payable 38,984 ( 14,349 ) Accrued liabilities 46,648 39,198 Derivative liability 1,292 277,649 Unearned interest ( 2,932 ) – Shares payable to related parties 1,735 – Salaries payable to related parties – 15,099 Net Cash Used by Operating Activities ( 61,289 ) ( 157,058 ) Cash Flows from Investing Activities Cash paid for note receivable – – Net Cash used in Investing Activities – – Cash Flows From Financing Activities Cash received from sale of common stock 54,195 113,826 Cash payments of offering costs ( 1,084 ) ( 2,277 ) Proceeds from sale of Series B Preferred Stock – 188,000 Net Cash Provided By Financing Activities 53,111 299,549 Net Increase (Decrease) in Cash and Cash Equivalents ( 8,178 ) 142,491 Cash and Cash Equivalents - Beginning of Period 33,336 46,821 Cash and Cash Equivalents - End of Period $ 25,158 $ 189,312 Supplement Disclosures of Cash Flow Information Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Non-Cash Investing and Financing Activities Conversion of convertible notes payable and derivative liabilities $ 33,000 $ – Effect of adopting ASU-2020-06 $ – $ ( 57,149 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 IIOT-OXYS, Inc. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2023 and 2022 (Unaudited) NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “its” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. The Company was incorporated in the state of New Jersey on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004. On November 30, 2007, the Board of Directors approved a plan to dispose of its wholesale and retail beauty supply business. On May 18, 2015, the Company changed its name to Gotham Capital Holdings. From January 1, 2009 until July 28, 2017, the Company had no operations. On March 16, 2017, the Board of Directors approved a name change to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada. Impact of COVID-19 The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to the Company’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom the Company does business. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. 7 Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $ 1,741,781 , used cash flows in operating activities of $ 61,289 , and has an accumulated deficit of $ 9,485,307 as of March 31, 2023. These factors, among others, raise a substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. Interim Financial Statements The accompanying unaudited interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022. Principles of Consolidation The consolidated financial statements for March 31, 2023 and 2022, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. 8 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. The Company reported a cash balance of $ 25,158 and $ 33,336 as of March 31, 2023 and December 31, 2022, respectively. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. The Company recorded accounts receivable of $ 9,893 and $ 28,941 at March 31, 2023 and December 31, 2022, and no allowance for doubtful accounts was deemed necessary as of March 31, 2023 and December 31, 2022, respectively. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings per Share” . ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. 9 Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers (“ASC 606”) which was adopted on January 1, 2018. According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“ FDIC ”), up to $250,000. At March 31, 2023 and December 31, 2022, the Company had no amounts in excess of the FDIC insurance limit. Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. 10 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s consolidated financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” . The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity , and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging . Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. Effective January 1, 2022, we early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” using the modified retrospective method of adoption. ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options , for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. We now account for our Convertible Notes as single liabilities measured at amortized cost. As a result, the adoption of the guidance had a material impact on the consolidated financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022. We have updated our debt note (Note 5) with additional and modified disclosures as required by the standard upon adoption. 11 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU ”) ASU No. 2019-12, Income Taxes (Topic 740) , Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has adopted this guidance and it does not have any material impact on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. NOTE 3 - NOTE RECEIVABLE On April 4, 2022, the Company executed an unsecured convertible promissory note with the principal sum of $200,000 (“Note”) with a company incorporated under the laws of the Province of British Columbia. The Note bears an original issuance discount of $7,500 and matures on April 4, 2024. The interest on the Note will begin to accrue at the rate of 10% per annum from the date of the Note, and will continue to accrue on the outstanding principal until the entire balance is paid or converted into shares of common stock equal to 3.23% of the fully diluted share capital of the borrower on the conversion date. The terms of the Note require the borrower to prepay (i) within 30 days of April 4, 2022, the first twelve months of interest totaling $20,000, and (ii) within six months of April 4, 2022, the interest for the second twelve months under the Note totaling $20,000. The Company will have the right, at its option on the maturity date, to convert all the principal sum into the common stock equal to 3.23% of the fully diluted share capital of the borrower as of the conversion date. On April 4, 2022, the Company advanced to the borrower $ 192,500 cash and recorded an original issuance discount on note receivable of $ 7,500 . On April 21, 2022, the Company received $ 20,000 as prepaid interest from the borrower. The Company recorded interest income earned on the Note of $ 5,856 for the three months ended March 31, 2023. The Company recorded unearned interest of $ 2,219 and $ 5,151 , and unamortized original debt discount of $ 3,791 and $ 4,716 at March 31, 2023 and December 31, 2022, respectively. NOTE 4 - INTANGIBLE ASSETS The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization at March 31, 2023 and December 31, 2022 amounted to $ 236,379 and $ 248,585 , respectively. Schedule of intangible assets March 31, 2023 December 31, 2022 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization ( 258,621 ) ( 246,415 ) Intangible Assets, net $ 236,379 $ 248,585 The Company determined that none of its intangible assets were impaired as of March 31, 2023 and December 31, 2022, respectively, Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. Amortization expense of finite-lived intangibles was $ 12,205 for the three months ended March 31, 2023 and 2022, respectively. 12 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31, 2023: Schedule of future amortization Amortization Expense 2023 (Remainder of the year) $ 37,295 2024 49,500 2025 49,500 2026 49,500 2027 49,500 Thereafter 1,084 Total $ 236,379 NOTE 5 - COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which include commitments to issue shares of the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. All the consulting agreements have been terminated and shares have been issued in conjunction with the related separation agreements. According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of March 31, 2023 and December 31, 2022, and 3,080,000 shares and 2,980,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of March 31, 2023 and December 31, 2022, respectively. In the event that the agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. On March 18, 2022, the Company adopted 2022 Stock Incentive Plan and reserved for issuance 20,000,000 shares of common stock for incentivizing its management team. Employment Agreement - CEO On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company has recorded $ 142,424 in salaries payable to the CEO as of March 31, 2023 and December 31, 2022, respectively. Employment Agreement – COO/Interim CFO On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $ 121,092 in salaries payable to the COO/Interim CFO as of March 31, 2023 and December 31, 2022, respectively. 13 NOTE 6 - CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of March 31, 2023 and December 31, 2022, respectively. Schedule of convertible notes payable March 31, 2023 December 31, 2022 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. $ 205,000 $ 205,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company. 55,000 55,000 D. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company. 50,000 50,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock originally at $0.01 per share. Principal and interest due on maturity on April 29, 2023. 7,353 33,167 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock originally at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. 75,000 75,000 517,353 543,167 Less: deferred financing costs ( 75,700 ) ( 75,700 ) Less unamortized discount – – Net balance 441,653 467,467 Less current portion ( 392,353 ) ( 363,167 ) Long term portion $ 49,300 $ 104,300 14 A. January 18, 2018 Convertible Note and Warrants (“Note A”) On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. The Company is in default with the terms of the Note A and is currently negotiating with the noteholder to extend the maturity date to cure the default. The Company recorded interest expense of $ 6,066 and $ 8,729 for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note A was $ 165,934 and $ 159,868 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable on Note A amounted to $ 205,000 on March 31, 2023 and December 31, 2022, respectively. B. January 2019 Convertible Note and Warrants (“Note B”) Effective March 1, 2021, the noteholder of Note B agreed to extend the maturity date of March 1, 2021 of the Secured Convertible Promissory Note to March 1, 2024, and all prior Events of Default (as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same (Note 9). The Company recorded interest expense of $ 678 and $ 678 on Note B for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note B was $ 11,520 and $ 10,842 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable on Note B amounted to $ 55,000 and $ 55,000 on March 31, 2023 and December 31, 2022, respectively. D. March 2019 Convertible Note and Warrants (“Note D”) On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $ 0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. The Company is in default with the terms of the Note D and is currently negotiating with the noteholder to extend the maturity date to cure the default. The Company recorded interest expense of $ 1,479 and $ 1,479 on Note D for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note D was $ 22,177 and $ 20,698 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable on Note D amounted to $ 50,000 on March 31, 2023 and December 31, 2022, respectively. 15 E. August 2019 Convertible Note and Warrants (“Note E”) On August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Secured Convertible Promissory Note to August 2, 2024. All other terms and conditions of the Note E remain the same. The Company recorded interest expense of $ 3,699 and $ 3,699 on Note E for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note E was $ 52,389 and $ 48,690 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable on Note E amounted to $ 125,000 and $ 125,000 on March 31, 2023 and December 31, 2022, respectively. F. July 2020 Equity Financing Arrangement (“Note F”) On April 29, 2022, the noteholder of Note F agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 . All other terms and conditions of the Note F remain the same. On March 23, 2023, the noteholder of Note F converted the principal balance of its convertible promissory note of $ 25,814 and $ 7,186 of accrued interest into 17,837,838 shares of common stock of the Company valued at the fair value of $ 0.00185 per share. The Company recorded interest expense of $ 757 and $ 818 on Note F for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note F was $ 0 and $ 5,029 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable on Note F amounted to $ 7,353 and $ 33,167 on March 31, 2023 and December 31, 2022, respectively. G . July 2020 Equity Financing Arrangement (“Note G”) On April 29, 2022, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 . All other terms and conditions of the Note G remain the same. The Company recorded interest expense of $ 1,849 and $ 1,849 on Note G for the three months ended March 31, 2023 and 2022, respectively. Accrued interest payable on Note G was $ 17,688 and $ 17,240 as of March 31, 2023 and December 31, 2022, respectively. The principal balance payable of Note G amounted to $ 75,000 at March 31, 2023 and December 31, 2022, respectively. 16 NOTE 7 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months ended March 31, 2023 and 2022: Schedule of earnings per share Three Months Ended March 31, 2023 2022 Net loss attributable to common stockholders (basic) $ ( 178,170 ) $ ( 525,160 ) Shares used to compute net loss per common share, basic and diluted 374,217,262 224,759,740 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.00 ) $ ( 0.00 ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the three months ended March 31, 2023 and 2022, respectively, because their inclusion would be anti-dilutive: Schedule of anti dilutive shares As of March 31, 2023 2022 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable and convertible preferred stock 370,172,003 347,878,284 Total anti-dilutive common stock equivalents 373,040,400 350,741,681 NOTE 8 - RELATED PARTIES At March 31, 2023 and December 31, 2022, respectively, the amount due to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts for the Company. The Company executed an operating lease to rent its current office facility from a stockholder on a month-to-month basis at a monthly rent of $ 250 starting January 1, 2020. The Company recorded rent expense of $ 750 for the three months ended March 31, 2023 and 2022, respectively. The Company has recorded $ 1,000 and $ 250 of rent payable to the stockholder in accounts payable as of March 31, 2023 and December 31, 2022, respectively. NOTE 9 - STOCKHOLDERS' EQUITY The Company has an authorized capital of 1,000,000,000 shares, $ 0.001 par value common stock, and 10,000,000 shares of $ 0.001 par value preferred stock at March 31, 2023. The Company has 401,865,785 shares 352,174,583 shares of common stock, and 25,845 shares and 25,845 shares of preferred stock, issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. 17 Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to the closing. From January 1, 2023 to March 31, 2023, the investor purchased 31,603,364 shares of common stock for a cash consideration of $ 54,196 . On February 10, 2023, the Company issued 50,000 shares of its common stock to a consultant for services. The common stock was valued at the fair market price of $ 215 on the date of issuance. The shares were issued under the Company’s 2019 Stock Incentive Plan. On February 21, 2023, the Company issued 100,000 shares of its common stock to a consultant for services. The common stock was valued at the fair market price of $ 340 on the date of issuance. The shares were issued under the Company’s 2019 Stock Incentive Plan. On March 13, 2023, the Company issued 100,000 shares of its common stock to a consultant for services. The common stock was valued at the fair market price of $ 270 on the date of issuance. The shares were issued under the Company’s 2019 Stock Incentive Plan. On March 23, 2023, the noteholder of Note F converted the principal balance of $ 25,814 and accrued interest of $ 7,186 into 17,837,838 shares of common stock. The shares issued were valued at the fair value of common stock on the date of issuance. Stock Incentive Plans On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. On March 11, 2019, the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”). Awards may be made under the 2019 Plan for up to 5,000,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2019 Plan. No awards can be granted under the 2019 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. 18 On March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”). Awards may be made under the 2022 Plan for up to 20,000,000 shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded. Only employees and directors of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan. The Company awarded 7,000,000 shares of the Company’s common stock to an officer and 7,000,000 shares of common stock to a director of the Company (see Note 4) vesting 1,500,000 shares vesting on the first anniversary on the date of issuance, 2,500,000 shares vesting on the second anniversary of the date of issuance, and 3,000,000 shares on the third anniversary of the date of issuance. In addition, on October 3, 2022, the Company awarded 300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance. The common shares vested pursuant to the 2022 Plan amounted to 0 shares at March 31, 2023 and December 31, 2022, and the 14,300,000 remain unvested as of March 31, 2023. For the three months March 31, 2023, the Company recorded $ 1,735 as stock compensation expense for the 739,726 shares payable to an officer and a director that remain unvested as of March 31, 2023. Total shares payable to an officer, consultant and a director totaled 3,308,219 shares and 2,568,493 shares at March 31, 2023 and December 31, 2022, respectively. Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as of March 31, 2023 and 2022, and changes during the three months period then ended, is presented below: Schedule of summary of non-vested shares 2022 Plan Non-vested Shares of Common Stock Weighted Average Fair Value Authorized shares per the 2022 Plan – 20,000,000 shares Balance at December 31, 2022 14,300,000 $ 0.006146 Awarded – – Vested – – Forfeited – – Balance at March 31, 2023 14,300,000 $ – 2019 Plan Authorized shares per the 2019 Plan – 5,000,000 shares Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at March 31, 2023 – $ 0.30 2017 Plan Authorized shares per the 2017 Plan – 4,500,000 shares Balance at December 31, 2022 – $ 0.30 Awarded – – Vested – – Forfeited – – Balance at March 31, 2023 – $ 0.30 19 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Company authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible Preferred Stock. Dividends: Initially, there will be no dividends due or payable on the Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Articles of Incorporation. Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption by the corporation of the shares of any class of stock or the merger or consolidation of the corporation with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets. Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares). Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Corporation’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Corporation hereafter created. Voting Rights: A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] 20 With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. The Company had 25,845 shares of preferred stock issued and outstanding at March 31, 2023 and December 31, 2022, respectively. Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Company authorized the issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock has a par value of $0.001 per share and a stated value of $ 1,200 , subject to increase set forth in the Certificate of Designation. Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Corporation shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence. Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series B Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series B Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series B Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Liquidation: Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series B Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. Following an event of default, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion. 21 Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption. · 115% of the stated value if the redemption takes place within 90 days of issuance; · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance November 19, 2020 On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee. No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 . The Company paid $ 900 in selling commissions to complete this financing. On November 19, 2020 (the date of receipt of cash proceeds of $ 45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 , $ 58,267 as day one loss on the derivative, $ 39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 45,000 as amortization. The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 199 and a gain of $ 18,069 for the three months ended March 31, 2023 and 2022 in connection with the change in fair market value of the derivative liability. The Company recorded $ 2,485 as preferred stock dividend expense for the three months ended March 31, 2023 and 2022, and $ 23,805 and $ 21,320 as preferred stock dividend payable as of March 31, 2023 and December 31, 2022, respectively. Derivative liability payable for this transaction totaled $ 72,665 and $ 72,456 at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at March 31, 2023 and December 31, 2022, respectively. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0140, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.38% to 4.73%, and an expected term ranging from 0.13 years to 1.50 years. 22 December 16, 2020 On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 . The Company paid $ 1,700 in selling commissions to complete this financing. On December 16, 2020 (the date of receipt of cash proceeds of $ 85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 , $ 21,241 as day one loss on the derivative, $ 17,000 as interest expense, and $ 17,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 85,000 as amortization. The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 242 and a gain of $ 20,784 for the three months ended March 31, 2023 and 2022 in connection with the change in fair market value of the derivative liability. The Company recorded $ 3,018 as preferred stock dividend expense for the three months ended March 31, 2023 and 2022, and $ 28,001 and $ 24,983 as preferred stock dividend payable as of March 31, 2023 and December 31, 2022, respectively. Derivative liability payable for this transaction totaled $ 88,224 and 87,982 at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at March 31, 2023 and December 31, 2022, respectively. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0187, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 431.65%, risk-free interest rates ranging from 0.38% to 4.737%, and an expected term of 1.50 years. December 20, 2021 On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 . The Company paid $ 1,000 in selling commissions to complete this financing. The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 145 for the three months ended March 31, 2023 in connection with the change in fair market value of the derivative liability. The Company recorded $ 1,811 as preferred stock dividend expense for the three months ended March 31, 2023 and 2022, and $ 9,376 and $ 7,565 as preferred stock dividend payable as of March 31, 2023 and December 31, 2022, respectively. Derivative liability payable for this transaction totaled $ 52,935 and $ 52,789 at March 31, 2023 and December 31, 2022 and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at March 31, 2023 and December 31, 2022, respectively. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0050 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0060, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 208.19%, risk-free interest rates ranging from 0.91% to 4.737%, and an expected term of 1.50 years. February 7, 2022 On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 . The Company paid $ 1,000 in selling commissions to complete this financing. 23 On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 , $ 14,025 as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 51,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note at March 31, 2023 and 2022, and recorded a loss of $ 145 and $ 16,928 for the three months ended March 31, 2023 and 2022, respectively, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $ 1,811 and $ 1,046 as preferred stock dividend expense for the three months ended March 31, 2023 and 2022. Preferred stock dividend payable to GHS on this derivative totaled $ 8,390 and $ 6,579 as of March 31, 2023 and December 31, 2022. Derivative liability payable for this transaction totaled $ 52,935 and $ 52,789 at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at March 31, 2023 and December 31, 2022, respectively. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0096, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.09% to 4.73%, and an expected term of 1.35 to 1.5 years. March 24, 2022 On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 . The Company paid $ 2,720 in selling commissions to complete this financing. On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 , $ 192,422 as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 136,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note at March 31, 2023 and 2022, and recorded a loss of $ 387 and a gain of $ 105,194 for the three months ended March 31, 2023 and 2022, respectively, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded preferred stock dividend expense of $ 4,829 and $ 376 for the three months ended March 31, 2023 and 2022. Preferred stock dividend payable to GHS for this derivative totaled $ 19,960 and $ 15,131 at March 31, 2023 and December 31, 2022. Derivative liability payable for this transaction totaled $ 141,159 and $ 140,772 at March 31, 2023 and December 31, 2022, respectively, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200 at March 31, 2023 and December 31, 2022. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0096, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.55% to 4.73%, and an expected term of 1.48 to 1.5 years. November 17, 2022 On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 . The Company paid $ 1,220 in selling commissions to complete this financing. On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 , $ 6,928 as day one gain on the derivative, $ 12,200 as interest expense, and $ 12,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 61,000 as amortization. 24 The Company recalculated the value of the derivative liability associated with the convertible note at March 31, 2023 and recorded a loss of $ 174 for the three months ended March 31, 2023, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded preferred stock dividend expense of $ 2,166 for the three months ended March 31, 2023. Preferred stock dividend payable to GHS for this derivative totaled $ 3,225 and $ 1,059 at March 31, 2023 and December 31, 2022. Derivative liability payable for this transaction totaled $ 63,314 and $ 63,140 at March 31, 2023 and December 31, 2022, respectively, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at March 31, 2023 and December 31, 2022. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0013 to $0.0020, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0022, an expected dividend yield of 0 %, expected volatility ranging from 174.58 % to 179.98 %, risk-free interest rates ranging from 4.64 % to 4.73 %, and an expected term of 1.5 years. As a result of issuance of derivative instruments, the Company recorded a derivative liability of $ 471,165 and $ 469,873 as of March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock liability of $ 544,800 as of March 31, 2023 and December 31, 2022, respectively. Warrants A summary of the status of the Company’s warrants as of March 31, 2023 and 2022, and changes during the three months then ended, is presented below: Schedule of summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 – – Issued 2,868,397 $ 0.00084 2.4 Years Exercised – – Expired/Forfeited – – Outstanding at March 31, 2022 2,868,397 $ 0.00084 2.2 Years Outstanding at December 31, 2022 – – Issued 2,868,397 $ 0.00084 1.4 Years Exercised – – Expired/Forfeited – – Outstanding at March 31, 2023 2,868,397 $ 0.00084 1.2 Years NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosure. On April 27, 2023, the noteholder of Note F elected to convert $7,353 of principal amount and $71 of accrued interest, totaling $7,424 into 4,949,507 shares of common stock. The shares were valued at the fair value of the common stock on the date of issuance. On May 1, 2023, the noteholder of Note G agreed to extend the maturity date of the Convertible Promissory Note G to April 29, 2025. All other terms and conditions of the convertible promissory note remain the same. 25 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements Basis of Presentation The financial information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended March 31, 2023 and 2022 gives effect to our acquisition of OXYS Corporation (“ OXYS ”) on July 28, 2017. In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS. Additionally, all intercompany transactions between the Company and OXYS have been eliminated. Forward-Looking Statements Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors that may cause differences between actual results and those contemplated by forward-looking statements include those discussed in “Risk Factors” and are not limited to the following: · the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders; · the impact of conflict between the Russian Federation and Ukraine on our operations; · geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally; · general market and economic conditions; · our ability to maintain and grow our business with our current customers; · our ability to meet the volume and service requirements of our customers; · industry consolidation, including acquisitions by us or our competitors; · capacity utilization and the efficiency of manufacturing operations; · success in developing new products; · timing of our new product introductions; · new product introductions by competitors; · the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution; · product pricing, including the impact of currency exchange rates; 26 · effectiveness of sales and marketing resources and strategies; · adequate manufacturing capacity and supply of components and materials; · strategic relationships with our suppliers; · product quality and performance; · protection of our products and brand by effective use of intellectual property laws; · the financial strength of our competitors; · the outcome of any future litigation or commercial dispute; · barriers to entry imposed by competitors with significant market power in new markets; · government actions throughout the world; and · our ability to service secured debt, when due. You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements. Critical Accounting Policies The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Trends and Uncertainties On July 28, 2017, we closed the reverse acquisition transaction under the Securities Exchange Agreement dated March 16, 2017, as reported in our Current Report on Form 8-K filed with the Commission on August 3, 2017. Following the closing, our business has been that of OXYS, Inc. and HereLab, Inc., our wholly owned subsidiaries. Our operations have varied significantly following the closing since, prior to that time, we were an inactive shell company. Impact of COVID-19 The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to the Company’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom the Company does business. 27 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. 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. 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. 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. At the present time, we have two, wholly-owned subsidiaries which are OXYS Corporation and HereLab, Inc. (an entity immaterial to our operations), through which our operations are conducted. 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. HereLab (an entity immaterial to our operations) is also an early-stage technology development company. We received our first revenues in the last quarter of 2017, continued to realize revenues until 2020 when the pandemic hit, and we realized nominal revenues through 2021 to the present. 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 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. 28 Results of Operations for the Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022 For the three months ended March 31, 2023, we earned revenues of $43,283 and incurred related cost of sales of $16,964. Our operating expenses were $178,405 which included professional fees of $62,662, payroll costs of $86,107, amortization of intangible assets of $12,205, and general and administrative expenses of $17,431. We recorded net other expenses of $9,964 consisting of interest expense of $14,528 and a loss due to change in fair market value of derivative liability of $1,292, offset by interest income on note receivable of $5,856. We also recorded $16,120 as preferred stock dividend on convertible preferred stock for the three months ended March 31, 2023. As a result, we incurred a net loss of $178,170 for the three months ended March 31, 2023. Comparatively, for the three months ended March 31, 2022, we earned no revenues and no related cost of sales. Our Operating expenses were $179,214 which included professional fees of $39,555, payroll costs of $110,658, amortization of intangible assets of $12,205, and general and administrative expenses of $16,796. We recorded net other expenses of $333,516, consisting of interest expense of $247,372 on notes payable due to amortization of debt discount and interest payable on notes payable, loss on derivates of $201,943, offset by gain on change in the fair market value of derivative liability of $115,799. We also recorded $12,430 as preferred stock dividend on convertible preferred stock for the three months ended March 31, 2022. As a result, we incurred a net loss of $525,160 for the three months ended March 31, 2022. During the current and prior period, we did not record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets. Our first quarter revenue in 2023 was a significant improvement over the same period in 2022, when no revenue was recorded. We also sustained the revenue momentum achieved throughout 2022, and we expect this momentum will continue through 2023. Our strong first quarter revenue and our confidence this momentum will continue through 2023, and beyond, are based on the following factors: - Our current DOT Bridge Monitoring Contract and overall Structural Health Monitoring (“ SHM ”) vertical is the foundation of our revenue momentum. The current monitoring continues through June of 2023, with previously approved expansion to continue beyond June. We believe that discussions with our main contractor to the DOT for extensions and expansions have been favorable. We also believe that prospects with both local municipalities in our current DOT state, and DOT contacts in two other northeast states bode well for future business in the second half of 2023 and into 2024. - Our Smart Manufacturing vertical is benefiting from the progress on our CNC Proof of Concept (“ POC ”), that successfully kicked off back in January 2023, and will conclude this month. It’s already yielding results that we believe are impressing our customer. We expect a SaaS contract to follow and believe this will lead to other paid CNC POCs and additional SaaS contracts, which would contribute to revenue in the second half of 2023. Another key goal is to secure additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test. - Our Indoor Air Quality (“ IAQ ”) vertical through our strategic partner, Aretas Sensor Networks (“ Aretas ”), is progressing well – primarily through our direct retail sales efforts, which are beginning to show results. We’ve also begun focusing on larger site opportunities, both through current advertising channels, and some targeted outreach, especially in the northeast. - Our Strategic Partnership development continues to be a “force multiplier” for us. The strength of our Aingura IIoT, S.L. partnership provides supplemental expertise, equipment and software, which ensures we continue to bring value to our customers. We will also continue to develop our other previously announced partnerships, including Aretas. 29 We believe that our business development in these industries has high potential for success, due to the strength of their size and growth. The global smart manufacturing (also known as Industry 4.0) was $97.6 billion in 2022 and will reach $228.3 billion by 2027 (CAGR 18.5%); 1 the worldwide SHM industry was $2.0 billion in 2021 and will reach $4.0 billion by 2027 (CAGR of 14.6%); 2 and the Indoor Air Quality Monitor (IAQ) market, which was estimated at $3.7 billion in 2020 and projected to reach $6.4 billion in 2027, growing at 8.2% CAGR. 3 It is anticipated that revenue momentum will continue through the second quarter of 2023, which is on track to exceed that for the same period in 2022, and that overall total revenue for 2023 will exceed that of 2022. Given the valuable real-world data we’ve collected, our Artificial Intelligence (“ AI ”) Machine Learning algorithms we’ve developed, compelling use cases and marketing collateral developed from our data and algorithms, combined with our experienced leadership, savvy technological talent, and operational execution excellence, we believe these goals are achievable. Liquidity and Capital Resources for the Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022 At March 31, 2023, we had a cash balance of $25,158, which represents a $8,178 decrease from the $33,336 cash balance at December 31, 2022. This decrease was primarily as a result of net cash used in operating activities of $61,289, and net cash provided by financing activities of $53,111. Operating activities Net cash flows used in operating activities for the three months ended March 31, 2023 was $61,289, primarily attributed to the net loss of $178,170, stock compensation expense of $825, discount received on note receivable of $925, and amortization of intangible assets of $12,206. The Company recorded changes in operating assets and liabilities of $104,775 primarily attributable to decrease in accounts receivable of $19,048, increase in accounts payable of $38,984, increase in accrued liabilities of $46,648, increase in derivative liabilities of $1,292, increase in shares payable to related parties of $1,735 offset by decrease in unearned interest of $2,932. Net cash flows used in operating activities for the three months ended March 31, 2022 was $157,058, primarily attributable to net loss of $525,160, stock compensation expense of $900, amortization of debt discount on notes payable and preferred stock of $37,400, and amortization of intangible assets of $12,205. The Company recorded a net change in operating assets and liabilities of $317,597 attributable to net decrease in accounts payable of $14,349, net increase in accrued liabilities of $39,198, net increase in derivative liabilities of $277,649, and net increase in salaries payable to related parties of $15,099. Financing activities Net cash provided by financing activities for the three months ended March 31, 2023 was $53,111 primarily due to sale of our common stock of $54,195 and paying $1,084 in costs for raising capital. Net cash provided by financing activities for the three months ended March 31, 2022 was $299,549 primarily due to cash received from sale of common stock of $113,826 and paying $2,277 in costs for raising capital, and cash received from sale of series B preferred stock of $188,000. As a result of the above activities, the Company recorded a decrease of $8,178 in cash for the three months ended March 31, 2023, and an increase of $142,491 for the three months ended March 31, 2022, respectively. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $1,741,781, used cash flows in operating activities of $61,289, and has an accumulated deficit of $9,485,307 as of March 31, 2023. These factors, among others, raise a substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. ______________ 1 https://www.marketsandmarkets.com/Enquiry_Before_BuyingNew.asp?id=105448439&utm_source=SE-NA&utm_medium=Email 2 https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html 3 https://www.reportlinker.com/p05957040/Global-Indoor-Air-Quality-Monitors-Industry.html 30 Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources. Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the Company has elected not to provide the disclosure required by this item. Item 4. Controls and Procedures Disclosure Controls and Procedures The Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s Chief Executive Officer, Clifford L. Emmons, who serves as our principal executive officer, and to the Company’s Interim Chief Financial Officer, Karen McNemar, who serves as our principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Emmons and Ms. McNemar, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of September 30, 2022. Based on their evaluation, Mr. Emmons and Ms. McNemar concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2023. Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s quarter ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 31 PART II—OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Equity Financing Agreement On November 1, 2021, we entered into an Equity Financing Agreement with GHS Investments, LLC (“ GHS ”) for an equity line. Although we are not required to sell shares under the Equity Financing Agreement, the Equity Financing Agreement gives us the option to sell to GHS up to $2,500,000 worth of our common stock, in increments, beginning on the first trading day after the effective date of this Registration Statement and ending on the earlier of (i) the date GHS has purchased an aggregate of $2,500,000 of our common stock pursuant to the Equity Financing Agreement, (ii) November 1, 2023, twenty-four months from the date of execution of the Equity Financing Agreement, or (iii) upon mutual termination of the Equity Financing Agreement (the “ Open Period ”). During the Open Period, we may, in our sole discretion, deliver a put notice (“ Put Notice ”) to GHS which shall state the dollar amount requested by us (the “ Put Amount ”) and number of shares intends to sell to GHS on a designated closing date. The purchase price (the “ Purchase Price ”) of the common stock sold pursuant to a Put Notice will be set at 90% of the lowest volume-weighted average price of our common stock during the ten consecutive trading day period immediately preceding the date on which we deliver the Put Notice to GHS. We are obligated to deliver a number of shares to GHS equal to Put Amount divided by the Purchase Price in consideration of the payment of the Put Amount. Below is a table of all puts made by the Company under the Equity Financing Agreement during the quarter ended March 31, 2023: Date of Put Number of Shares Sold Total Proceeds, Net of Discounts Effective Price per Share Net Proceeds 1/17/23 10,650,921 $16,557 $0.0015545 $16,226 2/6/23 16,854,990 $27,580 $0.0016364 $27,029 2/22/23 4,097,453 $10,057 $0.0024545 $9,856 The shares issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investor. There were $1,084 in sales commissions paid to J.H. Darbie & Co., Inc. (“ J.H. Darbie ”) pursuant to these transactions. Item 6. Exhibits SEC Ref. No. Title of Document 10.1* Amendment No. 2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta 31.1* Rule 13a-14(a) Certification by Principal Executive Officer 31.2* Rule 13a-14(a) Certification by Principal Financial and Accounting Officer 32.1** Section 1350 Certification of Principal Executive Officer 32.2** Section 1350 Certification of Principal Financial and Accounting Officer 101.INS* Inline XBRL Instance 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. 32 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: May 22, 2023 By /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer (Principal Executive Officer) Date: May 22, 2023 By /s/ Karen McNemar Karen McNemar, Interim Chief Financial Officer (Principal Financial and Accounting Officer) 33