IIOT-OXYS, INC.
705 Cambridge St.
Cambridge, MA 02141
August 3, 2022
VIA EDGAR
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Attention: Ms. Pierce
| Re: | IIOT-OXYS, Inc. Registration Statement on Form S-1 Filed July 27, 2022 File No. 333-266351 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of IIOT-OXYS, Inc., a Nevada corporation (the “Issuer”), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective at 3:30 P.M., Eastern Time, on August 5, 2022, or as soon as practicable thereafter.
There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
The Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com). Thank you in advance for your assistance.
| Very truly yours, | ||
| IIOT-OXYS, Inc. | ||
| By: | /s/ Clifford L. Emmons | |
| Name: | Clifford L. Emmons | |
| Title: | Chief Executive Officer | |
| cc: | Brian Higley, Esq., Business Legal Advisors, LLC |
