IIOT-OXYS, Inc. Files 2023 10-K

TL;DR

IIOT-OXYS filed its 2023 10-K. Formerly Gotham Capital Holdings.

AI Summary

IIOT-OXYS, Inc. filed its 2023 10-K, reporting on its fiscal year ending December 31, 2023. The company, formerly known as Gotham Capital Holdings, Inc. and Creative Beauty Supply of New Jersey CORP, is incorporated in Nevada and operates in the prepackaged software industry. Its principal business address is located at 705 Cambridge St., Cambridge, MA 02141.

Why It Matters

This filing provides a comprehensive overview of IIOT-OXYS, Inc.'s financial performance and business operations for the fiscal year 2023, crucial for investors and stakeholders to assess the company's health and future prospects.

Risk Assessment

Risk Level: low — The provided text is a header and basic company information from a 10-K filing, lacking detailed financial or operational risk disclosures.

Key Numbers

• 2023 — Fiscal Year (Reporting period for the 10-K filing.)
• 1231 — Fiscal Year End (Indicates the end date of the reporting fiscal year.)

Key Players & Entities

• IIOT-OXYS, Inc. (company) — Filer
• Gotham Capital Holdings, Inc. (company) — Former Company Name
• Creative Beauty Supply of New Jersey CORP (company) — Former Company Name
• 705 CAMBRIDGE ST. (location) — Business Address
• CAMBRIDGE, MA (location) — Business Address City/State
• 02141 (location) — Business Address Zip Code
• 20231231 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.001 — (g) of the Act: Common Stock, Par Value $0.001 Indicate by check mark if the registr
• $100,000 — es incorporating the MIT technology was $100,000. This minimum revenue amount would incr
• $10,000 — , a non-refundable license issue fee of $10,000 was paid by us to MIT. Pursuant to the
• $76,284 — nger accruing, interest is accruing and $76,284 in fees owed to MIT are still owing as
• $2,000 — ay the landlord monthly installments of $2,000 for a total lease payment of $12,000 in
• $12,000 — of $2,000 for a total lease payment of $12,000 in 2019. We secured a 2 nd lease for Ju
• $250 — nd have renegotiated the lease terms to $250/month. This is a month-to-month agreeme

Filing Documents

• iiot_i10k-123123.htm (10-K) — 1117KB
• iiot_ex1058.htm (EX-10.58) — 73KB
• iiot_ex3101.htm (EX-31.1) — 10KB
• iiot_ex3102.htm (EX-31.2) — 10KB
• iiot_ex3201.htm (EX-32.1) — 4KB
• iiot_ex3202.htm (EX-32.2) — 4KB
• image_001.jpg (GRAPHIC) — 7KB
• image_004.jpg (GRAPHIC) — 11KB
• image_005.jpg (GRAPHIC) — 4KB
• 0001683168-24-004655.txt ( ) — 5559KB
• itox-20231231.xsd (EX-101.SCH) — 38KB
• itox-20231231_cal.xml (EX-101.CAL) — 49KB
• itox-20231231_def.xml (EX-101.DEF) — 156KB
• itox-20231231_lab.xml (EX-101.LAB) — 338KB
• itox-20231231_pre.xml (EX-101.PRE) — 283KB
• iiot_i10k-123123_htm.xml (XML) — 715KB

Risk Factors

Item 1A. Risk Factors 5

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 5

Cybersecurity

Item 1C. Cybersecurity 5

Properties

Item 2. Properties 6

Legal Proceedings

Item 3. Legal Proceedings 6

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 6 PART II 7

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7

[Reserved]

Item 6. [Reserved] 11

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11

Quantitative And Qualitative Disclosures About Market Risk

Item 7A. Quantitative And Qualitative Disclosures About Market Risk 16

Financial Statements

Item 8. Financial Statements 16

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 16

Controls and Procedures

Item 9A. Controls and Procedures 17

Other Information

Item 9B. Other Information 18

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 18 PART III 19

Directors, Executive Officers and Corporate Governance

item 10. Directors, Executive Officers and Corporate Governance 19

Executive Compensation

ITEM 11. Executive Compensation 21

Security Ownership of Certain Beneficial Owners and Management

Item 12. Security Ownership of Certain Beneficial Owners and Management 23

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 24

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 26 PART IV 27

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 27

Form 10-K Summary

Item 16 Form 10-K Summary 30

Forward-Looking Statements

Forward-Looking Statements The statements contained in this report that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning possible or assumed future operations, business strategies, need for financing, competitive position, potential growth opportunities, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "intends," "may," "should," "anticipates," "expects," "could," "plans," or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking Factors that may cause differences between actual results and those contemplated by forward-looking statements are not limited to the following: the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors and other stakeholders; the impact of conflict between the Russian Federation and Ukraine on our operations; geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally; general market and economic conditions; our ability to acquire new customers; our ability to maintain and grow our business with our current customers;

Business

Item 1. Business Historical Background We were incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation, and subsequently changed our name to Gotham Capital Holdings, Inc. on May 18, 2015. We commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. From January 1, 2009 until July 28, 2017, we had no operations and were a shell company. On March 16, 2017, our Board of Directors adopted resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to "IIOT-OXYS, Inc.", to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities Exchange Agreement (the " OXYS SEA ") between the Company and OXYS Corporation (" OXYS "), a Nevada corporation incorporated on August 4, 2016. Under the terms of the OXYS SEA we acquired 100% of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock. We also cancelled 1,500,000 outstanding shares of our Common Stock and changed our management to Mr. DiBiase who also served in the management of OXYS. Also, one of our principal shareholders entered into a consulting agreement with OXYS to provide consulting services during the transition. The OXYS SEA was effective on July 28, 2017, and our name was changed to "IIOT-OXYS, Inc." at that time. Effective October 26, 2017, our domicile was changed from New Jersey to Nevada. At the present time, we have two wholly owned subsidiaries which are OXYS Corporation and HereLab, Inc. (an entity immaterial to our operations), through which our operations are conducted. General Overview IIOT-OXYS, Inc., a Nevada corporation (the " Company "), and OXYS, were originally established for the purposes of designing, building, testing, and selling E

Legal Proceedings

Legal Proceedings We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in aggregate, a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Risk Factors

Item 1A. Risk Factors As a Smaller Reporting Company, we are not required to furnish information under this Item 1A.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments Not applicable.

Cybersecurity

Item 1C. Cybersecurity For purposes of this section: "Cybersecurity incident" means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizes the confidentiality, integrity, or availability of our information systems or any information residing therein. "Cybersecurity threat" means any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. "Information systems" means electronic information resources, owned or used by us, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of our information to maintain or support our operations. 5 Risk Management and Strategy Our website is monitored by a third party to check if our website is secure. We are prepared to inform all parties necessary if any breach of cyber-security were to happen. We have never had this problem and so we have never had to inform consultants, auditors, or other third parties. We have never had a breach of cyber-security at any point in our past. The risk to us of cybersecurity threats is in data storage of customer questions and emails. A breach of customers' data could negatively materially affect our public trust and could result in loss of customers and revenue. Governance Our board of directors has no specific processes for monitoring cybersecurity within the company. There is no subcommittee specifically for monitoring cybersecurity in the company. Our management monitors our websites and online accounts frequently to manage risks associated with cyber-security risks. Our management communicates with our board on matters of cybersecurity but, has not had to inform them of

Properties

Item 2. Properties We currently do not own any properties. We entered into a yearly lease agreement for our principal office located in Cambridge, Massachusetts on August 1, 2017 which began on January 1, 2018 and terminated on December 31, 2018. We entered into a new lease agreement on March 12, 2019, which began on January 1, 2019, and terminated on June 30, 2019. Pursuant to the lease, we are obligated to pay the landlord monthly installments of $2,000 for a total lease payment of $12,000 in 2019. We secured a 2 nd lease for July – December 2019 at $2,000/month for an additional $12,000 in 2019. As of 2023, we reduced the amount of space required and have renegotiated the lease terms to $250/month. This is a month-to-month agreement.

Legal Proceedings

Item 3. Legal Proceedings We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in aggregate, a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not Applicable. 6 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted on the OTC Pink under the symbol "ITOX." The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. Quarter High Low First $ 0.0012 $ 0.0005 Quarter High Low FISCAL YEAR ENDED DECEMBER 31, 2023 First $ 0.0087 $ 0.0013 Second $ 0.0029 $ 0.0011 Third $ 0.0024 $ 0.0009 Fourth $ 0.0012 $ 0.0006 Quarter High Low FISCAL YEAR ENDED DECEMBER 31, 2022 First $ 0.0195 $ 0.0049 Second $ 0.0219 $ 0.005 Third $ 0.0071 $ 0.0031 Fourth $ 0.0048 $ 0.0018 Our common stock is considered to be penny stock under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers' duties, customers' rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities. Holders As

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