IIOT-OXYS (ITOX) S-1 27 Dec 17 2017 Q3 IPO registration Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document And Entity Information
Entity Registrant Name	IIOT-OXYS, Inc.
Entity Central Index Key	1,290,658
Document Type	S1
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		38,453,328
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 248,034	$ 481,841
Cash - Escrow	1,782	52,659
Prepaid Insurance	20,613	0
Inventory	49,604	10,035
TOTAL CURRENT ASSETS	320,033	544,535
Other Assets
Other Asset - Licensing Agreement	1,000	0
Total Other Assets	1,000	0
TOTAL ASSETS	321,033	544,535
CURRENT LIABILITIES
Accounts payable	38,315	0
Credit Card Payable	230	0
Due to stockholder	1,000	1,000
TOTAL CURRENT LIABILITIES	39,545	1,000
STOCKHOLDERS' EQUITY
Common stock $0.001 par value, 190,000,000 shares authorized; 38,453,328 issued and outstanding at September 30, 2017; 33,197,769 shares issued and outstanding at December 31, 2016	38,453	33,198
Additional paid in capital	584,431	518,963
Accumulated deficit	(341,396)	(8,626)
TOTAL STOCKHOLDERS' EQUITY	281,488	543,535
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 321,033	$ 544,535

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	38,453,328	33,197,769
Common stock, shares outstanding	38,453,328	33,197,769

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0
Cost of sales	0	0	0
Gross profit	0	0	0
Operating Expenses
Bank service charges	0	199	389
Office expenses	100	7,613	9,802
Organization costs	0	8,599	12,334
Insurance	0	2,537	2,537
Professional fees	0	154,741	295,560
Travel	0	4,081	12,136
Total Operating Expenses	100	177,770	332,758
Other Income (Expenses):
Interest expense	0	0	(12)
Total Other Income (Expense)	0	0	(12)
Net (loss) Before Income Taxes	(100)	(177,770)	(332,770)
Income Tax Benefit (Expense)	0	0	0
Net Income (Loss)	$ (100)	$ (177,770)	$ (332,770)
Loss per common share	$ (.0000)	$ (.0063)	$ (.0255)
Weighted average number of shares outstanding - Basic and Diluted	0	28,352,862	13,046,244

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017
Statement of Cash Flows [Abstract]
Net loss	$ (100)	$ (332,770)
Adjustments to reconcile net loss to net cash used in operating activities:
(Increase) decrease in Inventory	0	(39,569)
(Increase) decrease in Prepaid Insurance	0	(20,613)
(Increase) decrease in Escrow	0	50,877
Increase in accounts payable	0	38,315
Increase (Decrease) in Credit Card Payable	0	230
Increase (decrease) in Due to Stockholder	1,000	0
Net cash used in operating activities	900	(303,530)
Cash Flows from Investing Activities:
Cash Paid in Conjunction with Licensing Agreement	0	(1,000)
Net Cash (Used) by Investing Activities	0	(1,000)
Cash Flows from Financing Activities:
Issuance of Common Stock	0	70,723
Net Cash Provided by Financing Activities	0	70,723
Net Increase in Cash and Cash Equivalents	900	(233,807)
Cash and Cash Equivalents - beginning of period	0	481,841
Cash and Cash Equivalents - end of period	900	248,034
Supplemental Disclosures of Cash Flow Information:
Interest paid during the period	0	12
Taxes paid during the period	$ 0	$ 0

1. Nature of Operations

1. Nature of Operations	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	On July 28, 2017, the Company executed and closed the Securities Exchange Agreement dated effective March 16, 2017, between the Company, OXYS, and the shareholders of OXYS and changed its name to IIOT-OXYS, Inc. As a result of the Closing, the Company issued 34,687,244 shares on a pro rata basis to the shareholders of OXYS, and OXYS became a wholly owned subsidiary of the Company. In addition, the Company cancelled 1,500,000 outstanding shares held by principal shareholders of the Company, which resulted in a total of 38,453,328 shares issued and outstanding upon completion of the Closing. OXYS Corporation was incorporated on August 4, 2016 in Nevada. It maintains its principal office in Massachusetts at 705 Cambridge St., Cambridge, MA 02142. The Company was only recently formed and 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.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation The Company's financial statements are prepared on the accrual method of accounting. The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP). Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Fair Value of Financial Instruments The fair value of certain of our financial instruments including cash and cash equivalents, cash escrow and due to stockholder approximate their carrying amounts because of the short-term maturity of these instruments. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred taxes are recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016 tax year is open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accruals for uncertain tax positions as of September 30, 2017. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all unrestricted highly liquid investments with an original maturity of three months or less to be cash equivalents. Concentration of Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents and cash-escrow, 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 September 30, 2017, the Company had $9,098 in excess of the FDIC insurance limit. Inventory Inventory consists primarily of demo equipment and is recorded at the lower of cost (first-in, first out method) or market all work in progress. Earnings (Loss) Per Share The Company computes net earnings (loss) per share under Accounting Standards Codification subtopic 260-10, "Earnings Per Share" ("ASC 260-1 O"). Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Going Concern The accompanying 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 incurred continuing operating losses and has an accumulated deficit of $341,396 at September 30, 2017. The Company has no operations currently generating revenue and has limited cash resources. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations through December 31, 2018 by generating revenues. 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.

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	In May 2016, accounting guidance was issued to clarify the not yet effective revenue recognition guidance issued in May 2014. This additional guidance does not change the core principle of the revenue recognition guidance issued in May 2014, rather, it provides clarification of accounting for collections of sales taxes as well as recognition of revenue (i) associated with contract modifications, (ii) for noncash consideration, and (iii) based on the collectability of the consideration from the customer. The guidance also specifies when a contract should be considered "completed" for purposes of applying the transition guidance. The effective date and transition requirements for this guidance are the same as the effective date and transition requirements for the guidance previously issued in 2014, which is effective for interim and annual periods beginning on or after December 15, 2017. The Company has not yet determined the impact that this new guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the potential impact of the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update revise the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The amendments are effective for annual reporting periods after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard. Other Accounting standards that have been issued or proposed by FASB that 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.

4. Stockholders' Equity

4. Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Equity	Common Stock The Company has authorized 190,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. At September 30, 2017 the Company has 38,453,328 share of common stock and no shares of preferred stock issued and outstanding. 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 ratable 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 March 16, 2017, the Board of Directors and Majority Shareholders approved the IIOT-OXYS, Inc. 2017 Stock Awards Plan, (the “Plan”). The Plan provides for granted incentive stock options, options that do not constitute incentive stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing, as is best suited to the particular circumstances. The Plan shall be effective upon its adoption by the Board. The aggregate number of common shares that may be issued under the Plan shall be 7,000,000 common shares. No further awards may be granted under the Plan after ten years following the effective date. The Plan shall remain in effect until all awards granted under the Plan have been satisfied or expired. On July 28, 2017, the Company executed and closed the Securities Exchange Agreement dated effective March 16, 2017, between the Company, OXYS, and the shareholders of OXYS and changed its name to IIOT-OXYS, Inc. As a result of the closing, the Company issued 34,687,244 shares on a pro rata basis to the shareholders of OXYS, and OXYS became a wholly owned subsidiary of the Company. In addition, the Company cancelled 1,500,000 outstanding shares held by principal shareholders of the Company, which resulted in a total of 38,453,328 shares issued and outstanding upon completion of the Closing.

5. Earnings Per Share

5. Earnings Per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Earnings Per Share	The following table sets forth the composition of the weighted average shares (denominator) used in the basic per share computation for the nine months ended September 30, 2017 and for the period from inception (August 4, 2016) to September 30, 2016. For the For the For the period Net Loss $ (177,770 ) $ (332,770 ) $ (100 ) Weighted average share outstanding basic 28,352,862 13,046,244 0 Basic loss per share $ 0.0063 $ 0.0255 $ 0.0000

6. Subsequent Events

6. Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are the following items to disclose: On October 26, 2017, pursuant to the Agreement and Plan of Merger dated July 10, 2017, the change of domicile from the State of New Jersey to the State of Nevada became effective in accordance with Articles of Merger filed with the State of Nevada and the Certificate of Merger filed with the State of New Jersey.

2. Summary of Significant Acc12

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company's financial statements are prepared on the accrual method of accounting. The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP).
Use of Estimates	Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of certain of our financial instruments including cash and cash equivalents, cash escrow and due to stockholder approximate their carrying amounts because of the short-term maturity of these instruments.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred taxes are recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2016 tax year is open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accruals for uncertain tax positions as of September 30, 2017. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all unrestricted highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration of Risk	Concentration of Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents and cash-escrow, 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 September 30, 2017, the Company had $9,098 in excess of the FDIC insurance limit.
Inventory	Inventory Inventory consists primarily of demo equipment and is recorded at the lower of cost (first-in, first out method) or market all work in progress.
Earnings (Loss) Per Share	Earnings (Loss) Per Share The Company computes net earnings (loss) per share under Accounting Standards Codification subtopic 260-10, "Earnings Per Share" ("ASC 260-1 O"). Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.
Going Concern	Going Concern The accompanying 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 incurred continuing operating losses and has an accumulated deficit of $341,396 at September 30, 2017. The Company has no operations currently generating revenue and has limited cash resources. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations through December 31, 2018 by generating revenues. 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.

5. Earnings Per Share (Tables)

5. Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Earnings per share	For the For the For the period Net Loss $ (177,770 ) $ (332,770 ) $ (100 ) Weighted average share outstanding basic 28,352,862 13,046,244 0 Basic loss per share $ 0.0063 $ 0.0255 $ 0.0000

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash in excess of FDIC insurance	$ 9,098
Accumulated deficit	$ (341,396)	$ (8,626)

4. Stockholders' Equity (Detail

4. Stockholders' Equity (Details Narrative)	Sep. 30, 2017shares
2017 Stock Awards Plan [Member]
Shares authorized for issuance	700,000

5. Earnings Per Share (Details)

5. Earnings Per Share (Details) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017
Earnings Per Share [Abstract]
Net loss	$ (100)	$ (177,770)	$ (332,770)
Weighted average shares outstanding - basic	0	28,352,862	13,046,244
Basic loss per share	$ .0000	$ (.0063)	$ (.0255)