IIOT-OXYS (ITOX) POS AM 29 Apr 19 2018 FY Prospectus update (post-effective amendment) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 16, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	IIOT-OXYS, Inc.
Entity Central Index Key	0001290658
Document Type	POS AM
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 62,472,267
Entity Common Stock, Shares Outstanding		41,810,324
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 39,226	$ 60,863
Cash - Escrow	0	1,782
Accounts Receivable, net	33,000	39,800
Prepaid Expense	4,452	14,778
Inventory	317	0
Total Current Assets	76,995	117,223
Other Assets
Intangible Assets, net	446,992	0
Other Assets	0	1,000
Total Assets	523,987	118,223
Current Liabilities
Accounts Payable	377,962	38,560
Accrued Liabilities	449,729	0
Total Current Liabilities	827,691	38,560
Long-Term Liabilities
Note Payable, net	234,932	0
Due to stockholder	1,000	1,000
Total Long-Term Liabilities	235,932	1,000
Total Liabilities	1,063,623	39,560
Commitments and Contingencies (note 8)
Stockholders' (Deficit) Equity
Preferred stock $0.001 par value, 10,000,000 shares authorized; 0 issued and outstanding	0	0
Common stock $0.001 par value, 190,000,000 shares authorized; 40,633,327 issued and outstanding at December 31, 2018; 38,983,327 shares issued and outstanding at December 31, 2017	40,633	38,983
Additional paid in capital	2,572,751	1,579,401
Accumulated deficit	(3,153,020)	(1,539,721)
Total Stockholders' (Deficit) Equity	(539,636)	78,663
Total Liabilities and Stockholders' (Deficit) Equity	$ 523,987	$ 118,223

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017	Mar. 16, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	40,633,327	38,983,327	38,453,328
Common stock, shares outstanding	40,633,327	38,983,327	38,453,328

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenues	$ 224,643	$ 39,800
Cost of sales	135,008	47,887
Gross profit	89,635	(8,087)
Expenses
Demo Parts	3,217	34,393
Bank Service Charges	718	648
Office Expenses	38,279	17,090
Organization Costs	22,930	23,808
Insurance	24,518	8,372
Professional	1,152,798	1,416,527
Travel	15,645	22,158
Patent License Fee	106,065	0
Amortization of Intangible Assets	48,220	0
Total Expenses	1,412,390	1,522,996
Other Income (Expenses):
Interest expense	(291,729)	(12)
Miscellaneous Income	1,185	0
Total Other Income (Expense)	(290,544)	(12)
Net Loss Before Income Taxes	(1,613,299)	(1,531,095)
Income Tax Benefit	0	0
Net Loss	$ (1,613,299)	$ (1,531,095)
Loss per common share	$ (0.04)	$ (0.04)
Weighted average number of shares outstanding - Basic and Diluted	40,601,683	36,241,821

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2016	33,197,769
Beginning balance, value at Dec. 31, 2016	$ 9,957	$ 542,204	$ (8,626)	$ 543,535
Issuance of common stock, shares	2,019,474
Issuance of common stock, value	$ 977	1,136,022		1,136,999
To reflect effect of acquisition (reverse merger/recapitalization), shares	3,766,084
To reflect effect of acquisition (reverse merger/recapitalization), value	$ 28,049	(98,825)		(70,776)
Net (loss)			(1,531,721)	(1,531,095)
Ending balance, shares at Dec. 31, 2017	38,983,327
Ending balance, value at Dec. 31, 2017	$ 38,963	1,579,401	(1,539,721)	78,663
Acquisition of HereLab, shares	1,650,000
Acquisition of HereLab, value	$ 1,650	493,350		495,000
To reflect beneficial conversion feature discount on note payable		500,000		500,000
Net (loss)			(1,613,299)	(1,613,299)
Ending balance, shares at Dec. 31, 2018	40,633,327
Ending balance, value at Dec. 31, 2018	$ 40,633	$ 2,572,751	$ (3,153,020)	$ (539,636)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net Loss	$ (1,613,299)	$ (1,531,095)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Stock-Based Compensation	449,729	995,500
Acquisition of Net Assets	(212)	0
Amortization of Disount on Note Payable	234,932	0
Amortization of Intangible Assets	48,220	0
Changes in assets and liabilities:
Accounts Receivable	6,800	(39,800)
Inventory	(317)	10,035
Prepaid Expense	10,326	(14,778)
Escrow	1,782	50,877
Licensing Agreement	1,000	0
Accounts Payable	339,402	38,560
Net Cash Used by Operating Activities	(521,637)	(490,701)
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:
Cash Received from Convertible Note Payable	500,000	0
Cash received from issuance of Common Stock	0	179,953
Cash paid for offering costs	0	(109,230)
Net Cash Provided by Financing Activities	500,000	70,723
Net Decrease in Cash and Cash Equivalents	(21,637)	(420,978)
Cash and Cash Equivalents at beginning of period	60,863	481,841
Cash and Cash Equivalents at end of period	39,226	60,863
Supplemental Information:
Interest paid during the period	56,797	12
Taxes paid during the period	$ 0	$ 0
Supplemental Schedule of Noncash Investing and Financing Activities:
Fair value of shares issued in acquisition of subsidiary	495,000	0
Fair value of intangible assets received in acquisition of subsidiary	$ 495,212	$ 0

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. NATURE OF OPERATIONS On July 28, 2017, IIOT-OXYS, Inc., a Nevada corporation (the “ Company Closing OXYS On December 14, 2017, the Company entered into a Securities Exchange Agreement dated December 14, 2017, between the Company, OXYS, and HereLab, Inc., a Delaware corporation (“ HereLab 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	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. 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 Principles of Consolidation The consolidated financial statements for December 31, 2018 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. as of the closing date of the acquisition agreement dated January 11, 2018. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements for December 31, 2017 include the accounts of IIOT-OXYS, Inc. and OXYS Corporation as of the closing of the acquisition agreement dated July 28, 2017. All significant intercompany balances and transactions have been eliminated. 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 allowance for doubtful accounts at December 31, 2018 and 2017 was $0. 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, using the modified retrospective method, which was elected to apply to all active contracts as of the adoption date. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company's method of recognizing revenue under ASC 606 yielded similar results to the method utilized immediately prior to adoption. Accordingly, there was no effect to each financial statement line item as a result of applying the new revenue standard. 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. We used a practical expedient available under ASC 606-10-65-1(f)4 that permits us 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 . We have elected to treat shipping and handling activities as cost of sales. Additionally, we have elected to record revenue net of sales and other similar taxes. Reclassification Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements. 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 Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The fair value of certain of the Company’s financial instruments including cash and cash equivalents 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 tax years ended December 31, 2018 and 2017 are 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 at December 31, 2018 and 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 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 December 31, 2018 and 2017, the Company had approximately no amounts 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. 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. Convertible Debt Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“ BCF Under these guidelines, the registrant allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense. The Company accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment. Basic and Diluted Net Loss Per Common Share The Company computes basic and diluted net loss attributable to common stockholders for the period under ASC 260-10, Earnings Per Share, which requires a dual presentation of basic and diluted earnings or loss per share. Basic net loss per share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of stock options, convertible preferred stock and common stock warrants. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the years ended December 31, 2018 and 2017. For the year ended December 31, 2018 there were 384,615 anti-dilutive outstanding stock warrants. For the year ended December 31, 2017 there were no amounts of anti-dilutive security instruments outstanding. 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 was only recently formed, has incurred continuing operating losses and has an accumulated deficit of $3,153,020 and $1,539,721 at December 31, 2018 and 2017, respectively. 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 for the next 12 months by generating cash through additional borrowings and/or issuances 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.

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2018
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	3. RECENT ACCOUNTING PRONOUNCEMENTS ASU 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (" ROU ASU 2017-11 In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted including adoption in an interim period. On January 1, 2018, the Company early adopted ASU 2017-11. See Note 11 for the effect early implementation had on 384,615 warrants issued in conjunction with the $500,000 convertible note issuance. Since the Company did not have any of these type of instruments in prior periods there is no effect of early implementation on prior periods. ASU 2018-07 In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which aligned certain aspects of share-based payments accounting between employees and nonemployees. Specifically, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied and an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-17 is effective for the Company beginning the first quarter of 2019. The new standard will not have a significant impact on the Company’s financial statements or disclosures. Other accounting standards that have been issued or proposed by FASB 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. Business Combination

4. Business Combination	12 Months Ended
	Dec. 31, 2018
Business Combinations [Abstract]
Business Combination	4. BUSINESS COMBINATION On December 14, 2017, the Company entered into a Securities Exchange Agreement dated December 14, 2017, between the Company, OXYS, and HereLab, Inc., a Delaware corporation (“ HereLab The combination was accounted for under the acquisition method of accounting for business combinations and OXYS was considered to be the acquiring company. Under the acquisition method of accounting, total consideration exchanged included $495,000 of OXYS common stock. The purchase price allocation to assets and liabilities assumed in the transaction was: Current assets $ 3,119 Current liabilities (3,331 ) Field tests 302,079 Sensor integrations 128,755 Board designs 64,378 Net assets acquired 495,000 Total consideration $ 495,000 Under the acquisition method of accounting identifiable intangible assets were recorded based on their estimated fair values as of the effective time of the acquisition. Cash, accounts receivable, and income tax payable were valued at their respective carrying amounts, which management believes approximates their fair values. Acquired intangible assets included specific board designs, sensor integrations, and related field tests are definite lived assets and are being amortized over a 10-year useful life. The following table provides unaudited proforma results, prepared in accordance with ASC 805, for the year ended December 31, 2017, as if HereLab had been acquired at the beginning of the period. For the year ended December 31, 2017 Gross profit $ 2,368 Net loss $ (499,775 ) Net loss per share, basic and diluted $ (0.02 ) The unaudited proforma results include adjustments to eliminate the sales and expenses incurred between the Company and HereLab during the period. The unaudited proforma condensed results do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the acquisition. Unaudited proforma amounts are not necessarily indicative of future results.

5. Fair Value Measurements

5. Fair Value Measurements	12 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	5. FAIR VALUE MEASUREMENTS ASC 820 "Fair Value Measurements," defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. · Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. · Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on the effective date of the respective agreements as of December 31, 2018 and 2017: December 31, 2018 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ 495,000 $ 495,000 Accrued share compensation 32,500 – 417,229 449,729 Total fair value $ 32,500 $ – $ 912,229 $ 944,729 December 31, 2017 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ – $ – Accrued share compensation – – – – Total fair value $ – $ – $ – $ – The shares of common stock associated with the Level 1 accrued share compensation liability are shares issued to a consultant in exchange for work provided during the period, but not yet issued, related to a settlement agreement discussed in Note 8. The fair value was calculated based on market prices for the shares in an active market on the effective date of the agreement. The shares of common stock associated with the Level 3 accrued share compensation liability are the unvested shares earned on a pro-rata basis as of December 31, 2018 related to the five consulting agreements discussed in Note 8. The fair value was calculated based on comparable adjusted amounts the Company was raising funds at multiplied by the total shares agreed upon on the effective date of the respective agreements. The share compensation amount is amortized over the life of the agreements. The shares of common stock associated with the Level 3 shares issued in the acquisition of Herelab were valued based on comparable adjusted amounts the Company was raising funds at on the effective date of the agreement.

6. Income Taxes

6. Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	6. INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic No. 740. This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. Income tax returns open for examination by the Internal Revenue Service consist of tax years ended December 31, 2018 and 2017. The Company has available at December 31, 2018, unused operating loss carryforwards of approximately $3,153,020 which may be applied against future taxable income and which expire in various years through 2036. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and other temporary differences of approximately $815,056 and $398,018 at December 31, 2018 and 2017, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $417,038 and $395,788 for the years ended December 31, 2018 and 2017, respectively. Deferred tax assets are comprised of the following: December 31, December 31, NOL carryover $ 815,056 $ 398,018 Valuation allowance (815,056 ) (398,018 ) Net deferred tax asset $ – $ – The reconciliation of the provisions for income taxes computed at the U.S. federal statutory tax rate (21%) to the Company’s effective tax rate for the periods ended December 31, 2018 and 2017 is as follows: December 31, December 31, Book loss $ 338,793 $ 321,530 State taxes 78,245 74,258 Change in valuation allowance (417,038 ) (395,788 ) Provision for income taxes $ – $ –

7. Intangible Assets, Net

7. Intangible Assets, Net	12 Months Ended
	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	7. INTANGIBLE ASSETS, NET Intangible assets, net of amortization at December 31, 2018 and 2017 amounted to $446,992 and $0, respectively. December 31, 2018 December 31, 2017 Field tests $ 302,079 $ – Accumulated field tests amortization (29,414 ) – Field tests, net 272,665 – Sensor integrations 128,755 – Accumulated sensor integrations amortization (12,537 ) – Sensor integrations, net 116,218 – Board designs 64,378 – Accumulated board designs amortization (6,269 ) – Board designs, net 58,109 – Total intangible assets, net $ 446,992 $ – At December 31, 2018 the Company determined that none of its intangible assets were impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives ten years. Amortization expense of finite-lived intangibles was $48,220 for the year ended December 31, 2018. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2018: Amortization expense 2019 49,500 2020 49,500 2021 49,500 2022 49,500 2023 49,500 Thereafter 199,492 446,992

8. Commitments and Contingencie

8. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. COMMITMENTS AND CONTINGENCIES The Company entered into a lease agreement on March 12, 2019 which began on January 1, 2019 and will terminate on June 30, 2019. The Company shall pay the landlord monthly installments of $2,000 for a total lease payment of $12,000 in 2019. On March 7, 2019, the Board of Directors of the Company approved the Settlement Agreement dated effective October 5, 2018 with a consultant pursuant to which the Company agreed to issue to the consultant 65,000 shares of the Company’s common stock in exchange for payment, in full, for consulting services provided by the consultant to the Company in 2018. The Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company throughout the period which include commitments to issue shares of the Company’s common stock from the Company’s Stock Incentive Plan. According to the agreement with the director, the shares vest annually over three years at the end of the fiscal year. According to the agreements with the executive officers and engineer, the shares vest annually over three years on the anniversary of each agreement. 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 consulting agreement with the director was terminated upon the resignation of the director on September 20, 2018 and, pursuant to a Settlement Agreement, 104,673 earned shares were vested. According to the remaining four agreements, shares are scheduled to vest over the next three years according to the following schedule: 1,319,000 shares of common stock in 2019, 2,470,000 shares of common stock in 2020, and 3,680,000 shares of common stock in 2021. 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 as discussed in Note 5. As of December 31, 2018, no shares of common stock have been issued to these individuals and the Company has accrued $417,229 in shares payable in conjunction with these agreements. A summary of these agreements is as follows. On March 11, 2019, the Company’s Board of Directors (with Mr. Emmons abstaining) approved the Consulting Agreement dated effective June 4, 2018 with its CEO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CEO pursuant to the agreement are those customary for the positions in which the CEO is serving. The CEO shall receive a monthly fee of $15,000 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $5,000 of the monthly fee will be paid to the CEO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CEO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 shares of the Company’s common stock which vest as follows: 1. 2. 3. The shares are issued under the 2019 Stock Incentive Plan. 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. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the COO pursuant to the agreement are those customary for the position in which the COO is serving. The COO shall receive a monthly fee of $12,750 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $4,250 of the monthly fee will be paid to the COO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the COO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 shares of the Company’s common stock which vest as follows: 1. 2. 3. The shares are issued under the 2017 Stock Incentive Plan. 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. On March 11, 2019, the Company’s Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CTO pursuant to the agreement are those customary for the position in which the CTO is serving. The CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CTO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 shares of the Company’s common stock which vest as follows: 1. 2. 3.

9. Stockholders' Equity

9. Stockholders' Equity	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Stockholders' Equity	9. STOCKHOLDERS' EQUITY Common Stock The Company has authorized 190,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. At December 31, 2018 and 2017 the Company had 40,633,327 and 38,983,327 shares of common stock and no shares of preferred stock issued and outstanding, respectively. 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 March 16, 2017, the Board of Directors of IIOT-OXYS, Inc. and a majority of the shareholders of IIOT-OXYS, Inc. approved the IIOT-OXYS, Inc. 2017 Stock Awards Plan, (the “ Plan The aggregate number of common shares that may be issued under the Plan were 7,000,000 common shares. No further awards were to be granted under the Plan after ten years following the effective date. The Plan was to remain in effect until all awards granted under the Plan had been satisfied or expired. This Plan was terminated and replaced by the 2017 Stock Inventive Plan (the “ 2017 Plan Effective Date 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 Effective Date, 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. With the approval of the 2017 Plan, the Board terminated the 2017 Stock Awards Plan with no awards having been granted thereunder. On March 11, 2019 (the “ Effective Date Plan Shares earned and issued related to the five consulting agreements discussed in Note 8 are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan. 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 December 31, 2018 and changes during the year then ended, is presented below: Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2017 – $ – Awarded 7,573,673 0.30 Vested (104,673 ) 0.30 Balance at December 31, 2018 7,469,000 $ 0.30 As of December 31, 2018, there was $1,854,873 of total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded to directors, engineers, and consultants. That cost is expected to be recognized over a weighted-average period of 2.5 years. The total fair value of shares vested during the year ended December 31, 2018 was $417,229. Total share-based compensation for the years ended December 31, 2018 and 2017 was $449,729 and $995,500, respectively.

10. Earnings Per Share

10. Earnings Per Share	12 Months Ended
	Dec. 31, 2018
Earnings Per Share [Abstract]
Earnings Per Share	10. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2018 and 2017: Year ended 2018 2017 Net loss attributable to common stockholders (basic) $ (1,613,299 ) $ (1,531,095 ) Shares used to compute net loss per common share, basic and diluted 40,601,683 36,241,821 Net loss per share attributable to common stockholders, basic and diluted $ (0.04 ) $ (0.04 ) 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 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 years ended December 31, 2018 and 2017 because their inclusion would be ant-dilutive: December 31, 2018 December 31, 2017 Warrants to purchase common stock 384,615 –

11. Convertible Note Payable

11. Convertible Note Payable	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Convertible Note Payable	11. CONVERTIBLE NOTE PAYABLE On January 18, 2018, the Board of Directors of the Company approved a non-public offering of up to $1,000,000 aggregate principal amount (the “ Offering Notes The Notes are governed by a Securities Purchase Agreement (the “ SPA Warrants On January 22, 2018, the Company entered into a SPA and Security and Pledge Agreement with its first investor in the Offering and issued a Note to the investor in the principal amount of $500,000. Subscription funds were received by the Company from the investor on February 7, 2018. In addition to the Note, the Company issued to the investor 384,615 Warrants. The Warrants are considered equity instruments based on the Company’s early adoption of ASU 2017-11. The proceeds received upon issuing the Note and Warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the Warrants was $838,404 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.1%; and volatility of 142%. The effective conversion rate resulted in a Beneficial Conversion Feature greater than the proceeds received. Thus, the discount is limited to the proceeds received of $500,000 and is amortized to interest expense using the effective interest method over the term of the Note. For the year ended December 31, 2018 interest expense paid to the investor amounted to $56,384. For the year ended December 31, 2018 the Company also amortized to interest expense $234,932 from the amortization of the discount. The unpaid principal balance of the Note is $500,000 at December 31, 2018 and the remaining unamortized discount is $265,068.

12. Related Parties

12. Related Parties	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Parties	12. RELATED PARTIES At December 31, 2018 and 2017 the amount due to stockholders was $1,000. The balance is payable to two stockholders related to opening bank balances. At December 31, 2018 and 2017 accounts payable due to three officers was $237,514 and $0, respectively. The majority of the balance is related to deferred salary expenses while the remainder is related to reimbursable expenses that were incurred throughout the year. In August 2017 the Company entered into a lease agreement with a stockholder of the Company and paid monthly installments of $2,000 between August and December 2017. The Company entered into a second lease agreement which began on January 1, 2018 and terminated on December 31, 2018. The Company paid the landlord monthly installments of $2,000. For the years ended December 31, 2018 and 2017, rent expense paid to the stockholder amounted to $24,000 and $10,000, respectively. The Company entered into a verbal arrangement with a company controlled by a shareholder to provide administrative services. Total payments to the related party for administrative services amounted to approximately $26,000 and approximately $33,000, for the years ended December 31, 2018 and 2017, respectively. For the years ended December 31, 2018 and 2017, professional expense paid to directors and officers of the Company amounted to approximately $130,000 and $40,000, respectively. For the years ended December 31, 2018 and 2017, travel expense paid on behalf of directors and officers of the Company amounted to approximately $8,000 and $5,000, respectively.

13. Subsequent Events

13. Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	13. SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined to disclose the following: On January 10, 2019, the Company entered into a Strategic Advisory Agreement with a consultant. The initial term of the agreement is 90 days from the date of the agreement and will be renewed for an additional 90-day term unless either party gives written notice at least ten days prior to the expiration of the initial term. Pursuant to the agreement, the consultant will provide the Company consulting services pertaining to strategic planning for marketing and capital raising. In consideration of receipt of the services, the Company will issue to the consultant $25,000 worth of shares of the Company’s common stock within three business days of the beginning of each month of the initial term and the additional term if the Agreement is not terminated prior. The calculation of the shares to be issued each month is based on the average closing price of the three days prior for each month during which the agreement is in effect. On January 22, 2019, the Company entered into a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible Promissory Note to the investor in the principal amount of $55,000. $54,000 of the subscription funds were received by the Company from the investor on February 5, 2019 and February 8, 2019. $1,000 of the subscription funds were received by the Company from the investor on March 26, 2019. In addition to the note, the Company issued to the investor 36,667 warrants. On March 7, 2019, the Board of Directors of the Company approved Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued January 22, 2018, respectively, to a note holder. The amendments (i) extend the maturity date of the note to March 1, 2021 and extend the term of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants to $0.20 and $0.30, respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively, in the event the Company does not achieve certain milestones during calendar 2019. On March 7, 2019, the Board of Directors of the Company approved the Financial Consulting Agreement dated effective March 4, 2019 with a consultant pursuant to which the Company agreed to issue to the consultant 500,000 shares of the Company’s common stock in exchange for consulting services provided by the consultant to the Company. The term of the agreement is six months, unless terminated earlier. On March 7, 2019, the Board of Directors of the Company approved a non-public offering of up to $500,000 aggregate principal amount of its 12% Senior Secured Convertible Notes. The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.20 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The notes mature March 1, 2021. The conversion price of the notes is also subject to adjustments if the Company does not achieve certain milestones during the calendar year 2019. The notes are governed by a Securities Purchase Agreement (the “ SPA On March 6, 2019, the Company entered into SPAs and Security and Pledge Agreements with its first two investors in the offering and issued notes to the investors in the aggregate principal amount of $100,000. Subscription funds were received by the Company from the investors on March 6, 2019. In addition to the notes, the Company issued to the investors an aggregate of 250,000 warrants.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
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
Principles of Consolidation	Principles of Consolidation The consolidated financial statements for December 31, 2018 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. as of the closing date of the acquisition agreement dated January 11, 2018. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements for December 31, 2017 include the accounts of IIOT-OXYS, Inc. and OXYS Corporation as of the closing of the acquisition agreement dated July 28, 2017. All significant intercompany balances and transactions have been eliminated.
Accounts Receivable and Allowance for Doubtful Accounts	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 allowance for doubtful accounts at December 31, 2018 and 2017 was $0.
Revenue Recognition	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, using the modified retrospective method, which was elected to apply to all active contracts as of the adoption date. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company's method of recognizing revenue under ASC 606 yielded similar results to the method utilized immediately prior to adoption. Accordingly, there was no effect to each financial statement line item as a result of applying the new revenue standard. 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. We used a practical expedient available under ASC 606-10-65-1(f)4 that permits us 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 . We have elected to treat shipping and handling activities as cost of sales. Additionally, we have elected to record revenue net of sales and other similar taxes.
Reclassification	Reclassification Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements.
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 Fair Value of Financial Instruments - The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The fair value of certain of the Company’s financial instruments including cash and cash equivalents 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 tax years ended December 31, 2018 and 2017 are 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 at December 31, 2018 and 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 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 December 31, 2018 and 2017, the Company had approximately no amounts 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.
Long-lived Assets	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.
Convertible Debt	Convertible Debt Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“ BCF Under these guidelines, the registrant allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense. The Company accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment.
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share The Company computes basic and diluted net loss attributable to common stockholders for the period under ASC 260-10, Earnings Per Share, which requires a dual presentation of basic and diluted earnings or loss per share. Basic net loss per share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of stock options, convertible preferred stock and common stock warrants. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share or the years ended December 31, 2018 and 2017. For the year ended December 31, 2018 there were 384,615 anti-dilutive outstanding stock warrants. For the year ended December 31, 2017 there were no amounts of anti-dilutive security instruments outstanding.
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 was only recently formed, has incurred continuing operating losses and has an accumulated deficit of $3,153,020 and $1,539,721 at December 31, 2018 and 2017, respectively. 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 for the next 12 months by generating cash through additional borrowings and/or issuances 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.

4. Business Combination (Tables

4. Business Combination (Tables)	12 Months Ended
	Dec. 31, 2018
Business Combinations [Abstract]
Allocation of Purchase Price	Current assets $ 3,119 Current liabilities (3,331 ) Field tests 302,079 Sensor integrations 128,755 Board designs 64,378 Net assets acquired 495,000 Total consideration $ 495,000
Proforma information	For the year ended December 31, 2017 Gross profit $ 2,368 Net loss $ (499,775 ) Net loss per share, basic and diluted $ (0.02 )

5. Fair Value Measurements (Tab

5. Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Fair value at recurring basis	December 31, 2018 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ 495,000 $ 495,000 Accrued share compensation 32,500 – 417,229 449,729 Total fair value $ 32,500 $ – $ 912,229 $ 944,729 December 31, 2017 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ – $ – Accrued share compensation – – – – Total fair value $ – $ – $ – $ –

6. Income Taxes (Tables)

6. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	December 31, December 31, NOL carryover $ 815,056 $ 398,018 Valuation allowance (815,056 ) (398,018 ) Net deferred tax asset $ – $ –
Schedule of Effective Income Tax Rate Reconciliation	December 31, December 31, Book loss $ 338,793 $ 321,530 State taxes 78,245 74,258 Change in valuation allowance (417,038 ) (395,788 ) Provision for income taxes $ – $ –

7. Intangible Assets, Net (Tabl

7. Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Net of Amortization	December 31, 2018 December 31, 2017 Field tests $ 302,079 $ – Accumulated field tests amortization (29,414 ) – Field tests, net 272,665 – Sensor integrations 128,755 – Accumulated sensor integrations amortization (12,537 ) – Sensor integrations, net 116,218 – Board designs 64,378 – Accumulated board designs amortization (6,269 ) – Board designs, net 58,109 – Total intangible assets, net $ 446,992 $ –
Amortization	Amortization expense 2019 49,500 2020 49,500 2021 49,500 2022 49,500 2023 49,500 Thereafter 199,492 446,992

9. Stockholders' Equity (Tables

9. Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Summary of non-vested shares	Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2017 – $ – Awarded 7,573,673 0.30 Vested (104,673 ) 0.30 Balance at December 31, 2018 7,469,000 $ 0.30

10. Earnings Per Share (Tables)

10. Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2018
Earnings Per Share [Abstract]
Earnings per share	Year ended 2018 2017 Net loss attributable to common stockholders (basic) $ (1,613,299 ) $ (1,531,095 ) Shares used to compute net loss per common share, basic and diluted 40,601,683 36,241,821 Net loss per share attributable to common stockholders, basic and diluted $ (0.04 ) $ (0.04 )
Antidilutive shares	December 31, 2018 December 31, 2017 Warrants to purchase common stock 384,615 –

1. Nature of Operations (Detail

1. Nature of Operations (Details Narrative) - shares	11 Months Ended	12 Months Ended
	Dec. 14, 2017	Dec. 31, 2018
HereLab [Member]
Stock issued for acquisition, shares issued	1,650,000	1,650,000

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts	$ 0	$ 0
Cash in excess of FDIC insurance	0	0
Accumulated deficit	$ (3,153,020)	$ (1,539,721)
Warrants [Member]
Antidilutive shares	384,615	0

4. Business Combination (Detail

4. Business Combination (Details - Allocation of purchase price) - HereLab [Member]	11 Months Ended
	Dec. 14, 2017USD ($)
Business Combination assumed assets/liabilities
Assumed current assets	$ 3,119
Assumed current liabilities	(3,331)
Net assets acquired	495,000
Total consideration	495,000
Field Tests [Member]
Business Combination assumed assets/liabilities
Identifiable intangible assets	302,079
Sensor Integrations [Member]
Business Combination assumed assets/liabilities
Identifiable intangible assets	128,755
Board Designs [Member]
Business Combination assumed assets/liabilities
Identifiable intangible assets	$ 64,378

4. Business Combination (Deta_2

4. Business Combination (Details - Pro Forma Info) - HereLab [Member]	12 Months Ended
	Dec. 31, 2017USD ($)$ / shares
Gross profit	$ 2,368
Net loss	$ (499,775)
net loss per share, basic and diluted | $ / shares	$ (0.02)

4. Business Combination (Deta_3

4. Business Combination (Details Narrative) - shares	11 Months Ended	12 Months Ended
	Dec. 14, 2017	Dec. 31, 2018
HereLab [Member]
Stock issued for acquisition, shares	1,650,000	1,650,000

5. Fair Value Measurements (Det

5. Fair Value Measurements (Details - Recurring Basis) - Fair Value Measurements Recurring [Member] - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Fair value of derivative liability	$ 944,729	$ 0
Accrued Stock Compensation [Member]
Fair value of derivative liability	495,000	0
Fair Value Inputs Level 1 [Member]
Fair value of derivative liability	32,500	0
Fair Value Inputs Level 1 [Member] | Accrued Stock Compensation [Member]
Fair value of derivative liability	32,500	0
Fair Value Inputs Level 1 [Member] | Shares Issued in Acquisition [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 2 [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 2 [Member] | Accrued Stock Compensation [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 2 [Member] | Shares Issued in Acquisition [Member]
Fair value of derivative liability	0	0
Fair Value Inputs Level 3 [Member]
Fair value of derivative liability	912,229	0
Fair Value Inputs Level 3 [Member] | Accrued Stock Compensation [Member]
Fair value of derivative liability	417,229	0
Fair Value Inputs Level 3 [Member] | Shares Issued in Acquisition [Member]
Fair value of derivative liability	$ 495,000	$ 0

6. Income Taxes (Details - defe

6. Income Taxes (Details - deferred tax assets) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
NOL carryover	$ 815,056	$ 398,018
Valuation allowance	(815,056)	(398,018)
Net deferred tax asset	$ 0	$ 0

6. Income Taxes (Details - Reco

6. Income Taxes (Details - Reconciliation) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Book Loss	$ 338,793	$ 321,530
State taxes	78,245	74,258
Change in valuation allowance	(417,038)	(395,788)
Provision for Income Taxes	$ 0	$ 0

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 3,153,020
NOL expiration date	Dec. 31, 2036

7. Intangible Assets, Net (Deta

7. Intangible Assets, Net (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Intangible assets, gross	$ 495,212	$ 0
Accumulated amortization	(48,220)	0
Intangible assets, net	446,992	0
Field Tests [Member]
Intangible assets, gross	302,079	0
Accumulated amortization	(29,414)	0
Intangible assets, net	272,665	0
Sensor Integrations [Member]
Intangible assets, gross	128,755	0
Accumulated amortization	(12,537)	0
Intangible assets, net	116,218	0
Board Designs [Member]
Intangible assets, gross	64,378	0
Accumulated amortization	(6,269)	0
Intangible assets, net	$ 58,109	$ 0

7. Intangible Assets, Net (De_2

7. Intangible Assets, Net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 48,220	$ 0
Estimated useful life of intangibles	10 years

8. Commitments and Contingenc_2

8. Commitments and Contingencies (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)shares
Operating lease payment due next year | $	$ 12,000
Shares vested in period	104,673
Settlement Agreement [Member]
Shares vested in period	104,673
Shares payable, value | $	$ 417,229
Settlement Agreement [Member] | FYE 2019 [Member]
Shares scheduled to vest	1,319,000
Settlement Agreement [Member] | FYE 2020 [Member]
Shares scheduled to vest	2,470,000
Settlement Agreement [Member] | FYE 2021 [Member]
Shares scheduled to vest	3,680,000

9. Stockholders' Equity (Detail

9. Stockholders' Equity (Details)	12 Months Ended
	Dec. 31, 2018$ / sharesshares
Equity [Abstract]
Options outstanding	7,573,673
Options vested	(104,673)
Unvested shares of common stock per consulting agreements	7,469,000
Weighted average fair value per share | $ / shares	$ 0.30

9. Stockholders' Equity (Deta_2

9. Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Mar. 16, 2017
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	40,633,327	38,983,327	38,453,328
Common stock, shares outstanding	40,633,327	38,983,327	38,453,328
Unrecognized compensation costs	$ 1,854,873
Unrecognized compensation costs weighted average period	2 years 6 months
Fair value of shares vested	$ 417,229
Share-based compensation	$ 449,729	$ 995,500
2017 Stock Incentive Plan [Member]
Shares authorized under the plan	4,500,000
2019 Stock Incentive Plan [Member]
Shares authorized under the plan	5,000,000

10. Earnings Per Share (Details

10. Earnings Per Share (Details - Per share info) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Earnings Per Share [Abstract]
Net loss	$ (1,613,299)	$ (1,531,095)
Weighted average shares outstanding - basic	40,601,683	36,241,821
Basic and diluted loss per share	$ (0.04)	$ (0.04)

10. Earnings Per Share (Detai_2

10. Earnings Per Share (Details - Antidilutive shares) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Warrants [Member]
Antidilutive shares	384,615	0

11. Convertible Note Payable (D

11. Convertible Note Payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Jan. 22, 2018	Jan. 18, 2018
Amortization of discount	$ 234,932	$ 0
Securities Purchase Agreement [Member]
Warrant exercise price	$ 0.75
Warrant expiration date	Jan. 15, 2023
Convertible Note Payable [Member]
Debt issuance date	Jan. 22, 2018
Fair value of warrants issued	$ 838,404
Interest Expense	56,384	$ 0
Amortization of discount	234,932
Convertible Notes Payable [Member]
Convertible debt balance	500,000
Unamortized discount	$ 265,068
Offering [Member] | Security and Pledge Agreement [Member]
Debt issuance date	Jan. 22, 2018
Convertible notes payable, face amount			$ 500,000
Warrants issued	384,615
Fair value of warrants issued	$ 838,404
Offering [Member] | Notes [Member]
Debt issuance date	Jan. 18, 2018
Convertible notes payable, face amount				$ 1,000,000
Debt stated interest rate				12.00%
Conversion price per share				$ .65
Debt maturity date	Jan. 15, 2020

12. Related Parties (Details Na

12. Related Parties (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Amount due to stockholders	$ 1,000	$ 1,000
Account payable - related parties	237,514	0
Administrative services paid to related party	38,279	17,090
Professional expense paid	1,152,798	1,416,527
Travel expense reimbursed	15,645	22,158
Company controlled by a shareholder [Member]
Administrative services paid to related party	26,000	33,000
Directors and Officers [Member]
Professional expense paid	130,000	40,000
Travel expense reimbursed	8,000	5,000
Stockholder [Member]
Rent expense paid to stockholder	$ 24,000	$ 10,000