What changed in this filing

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Item 1. Business

2025-04-30 compared with 2024-07-03 · 32 added, 80 removed, 134 unchanged (46% of the section changed)

Historical Background

We were incorporated in the State of New Jersey

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

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.

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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.

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

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from New Jersey to Nevada.

At the present time, we have two wholly owned

subsidiaries which are OXYS Corporation and HereLab, Inc.

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.

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WHAT MARKETS WE SERVE

SMART MANUFACTURING – MEDICAL DEVICES,

BIOTECH, AND PHARMACEUTICAL SUPPLY CHAIN

We help our customers maintain machine uptime

and maximize operational efficiency.

SMART MANUFACTURING – MEDICAL DEVICES, BIOTECH,

AND PHARMACEUTICAL SUPPLY CHAIN

We help our customers maintain machine uptime and

maximize operational efficiency.

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

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RECONFIGURABLE HARDWARE AND SOFTWARE

Instead of focusing on creating tools, we use

open-source tools to create proprietary content.

Our marketing and sales efforts are divided into

several distinct categories:

Instead of focusing on creating tools, we use open-source

tools to create proprietary content.

Our marketing and sales efforts are divided into several

distinct categories:

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

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We believe our systems will be more computationally efficient

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

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

The second source of competition is from startups

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There will be additional startups

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

edge computing.

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

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

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

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

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Government Regulation

At present, we do not require any governmental

approval of any of our products or services.

At present, we do not require any governmental approval

of any of our products or services.

Environmental Laws

1 unchanged sentence

Research and Development

We work with our partners and universities to

We work with our partners and universities to develop

Other than expenses for legal, accounting, audit,

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and power generation.

Intellectual Property

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

Patent License Agreement with MIT.

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

license under U.S.

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

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

PCT/US2016/057165 (“Noncontact

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

The term of the agreement was from the effective date until

the expiration or abandonment of all issued patents and filed patent applications licensed pursuant to the agreement, unless terminated

earlier in accordance with the agreement.

Under the agreement, we were required to make

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

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

We had negotiated revenue targets with MIT which would determine annual

royalty payments.

The 2018 minimum revenue target for the sale of products and services incorporating the MIT technology was $100,000.

This minimum revenue amount would increase in subsequent years.

Within 30 days of invoicing, a non-refundable

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

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

fees in years beyond 2018.

Pursuant to the agreement, we were required to

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

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

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

On October 31, 2018, we sent written notice of

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

Since none of the technology licensed to

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

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

Due to this, the written notice

sent by us expressed a desire by our management to renegotiate the terms of the agreement with MIT.

MIT declined to renegotiate the terms of the agreement,

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

As of December 6, 2018, the agreement

was terminated, fees are no longer accruing, interest is accruing and $76,284 in fees owed to MIT are still owing as of the date of this

Annual Report.

Despite the termination of the Agreement, we remain active with MIT as a member of the MIT Startup Exchange (STEX).

purpose of STEX is to promote collaboration and partnerships between MIT-connected startups and members of MIT’s Industrial Liaison

We remain open to future mutually acceptable agreements with MIT.

Our common stock is quoted on the OTC Pink under

the symbol “ITOX.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported

by OTC Markets.

Limited trading volume has occurred during these periods.

These quotations reflect inter-dealer prices, without retail

mark-up, mark-down, or commission and may not necessarily represent actual transactions.

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

we depend on a few major customers.

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

depend on a few major customers.

This should change as we implement plans for future growth.

As of June 26, 2024, we have two

full-time employees, including the CEO (and Interim CTO) and COO (and Interim CFO).

As of April 28, 2025, we have one full-time employee

and one part-time employee, including the CEO (and Interim CTO) and COO (and Interim CFO).

At the present time, except for the funding received

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

and any of our officers and directors.

from Cambridge MedSpace LLC (which was exchanged into equity) and Vidhyadhar Mitta in the form of secured notes, there are no conflicts

of interest between the Company and any of our officers and directors.

This was determined as follows:

i) none of their outside activities are soliciting business from

our customers or business contacts;

i) none of their outside activities

are soliciting business from our customers or business contacts;

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

and iii) they are not soliciting

our contract employees to leave us and join other efforts.

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

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

At present, all our business services are

provided by outside contractors.

Legal Proceedings

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that may harm our business.

Risk Factors.

As a Smaller Reporting Company, we are not required

1 unchanged sentence

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

What changed 10-K

Item 1. Business