IIOT-OXYS (ITOX) Form 3/A IIOT-OXYS / Clifford L Emmons ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Emmons Clifford L

(Last) (First) (Middle)

24 FREEDOM TRAIL

(Street)

DENNIS MA 02638

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2018

3. Issuer Name and Ticker or Trading Symbol
IIOT-OXYS, Inc. [ ITOX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President, Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/04/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

On July 31, 2018, Mr. Emmons entered into amendments to his consulting agreements (effective as of the dates of each of the agreements) which eliminated the obligation of the Company to issue to Mr. Emmons any equity compensation pursuant to the agreements.

No securities are beneficially owned.

	/s/ Cliff Emmons	10/08/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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