IIOT-OXYS Reports Zero Revenue, Shrinks Net Loss Amid Going Concern Doubts

TL;DR

**ITOX is a zombie company with no revenue and a massive deficit; avoid at all costs.**

AI Summary

IIOT-OXYS, Inc. (ITOX) reported no revenue for the three and six months ended June 30, 2025, a significant decline from $2,500 in revenue for the six months ended June 30, 2024. The company posted a net loss of $25,329 for the three months ended June 30, 2025, a substantial improvement from a net loss of $405,599 in the prior year period. For the six months ended June 30, 2025, the net loss was $182,540, down from $607,018 in the same period of 2024. This improvement was primarily driven by a gain on change in fair value of derivative liability of $228,311 for the six months ended June 30, 2025, compared to a loss of $346,126 in the prior year. Operating expenses increased to $213,231 for the six months ended June 30, 2025, up from $171,354 in 2024, mainly due to higher general and administrative expenses. The company's cash and cash equivalents increased to $41,047 as of June 30, 2025, from $23,593 at December 31, 2024, largely due to $130,180 in cash provided by financing activities, including $141,000 from the sale of convertible preferred stock. ITOX continues to face a working capital deficit of $2,763,666 and an accumulated deficit of $11,438,976 as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing reveals a company struggling with fundamental business operations, evidenced by zero revenue in the latest quarter and half-year. For investors, the substantial doubt about ITOX's ability to continue as a going concern, coupled with a $2,763,666 working capital deficit, signals extreme financial instability and high risk. Employees and customers face uncertainty regarding the company's long-term viability and ability to deliver on its Industrial Internet of Things (IIoT) vision. In a competitive IIoT market, ITOX's inability to generate revenue or achieve profitability puts it at a severe disadvantage against more established and funded players, making its strategic outlook highly precarious.

Risk Assessment

Risk Level: high — The company explicitly states "substantial doubt about the Company's ability to continue as a going concern" due to continuing operating losses, a working capital deficit of $2,763,666, a net loss of $230,724 for the six months ended June 30, 2025, and an accumulated deficit of $11,438,976 as of June 30, 2025.

Analyst Insight

Investors should avoid ITOX stock due to its severe financial distress, including zero revenue, significant accumulated deficit, and explicit going concern warning. The company's reliance on future borrowings or equity sales for liquidity is highly speculative and unlikely to provide sustainable value.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$165,950

total Debt

$2,805,713

net Income

$(-182,540)

eps

N/A

gross Margin

N/A

cash Position

$41,047

revenue Growth

-100.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the three and six months ended June 30, 2025, down from $2,500 in 2024)
• $(25,329) — Net Loss (Q2 2025) (improved from $(405,599) in Q2 2024)
• $(182,540) — Net Loss (YTD Q2 2025) (improved from $(607,018) in YTD Q2 2024)
• $(2,763,666) — Working Capital Deficit (as of June 30, 2025, indicating severe liquidity issues)
• $(11,438,976) — Accumulated Deficit (as of June 30, 2025, highlighting historical losses)
• $41,047 — Cash and Cash Equivalents (as of June 30, 2025, up from $23,593 at Dec 31, 2024)
• $130,180 — Cash from Financing Activities (for the six months ended June 30, 2025, primarily from preferred stock sales)
• 566,315,293 — Common Shares Outstanding (as of September 19, 2025, up from 555,015,293 at Dec 31, 2024)
• $228,311 — Gain on Derivative Liability (for the six months ended June 30, 2025, a key factor in reducing net loss)
• $213,231 — Total Operating Expenses (for the six months ended June 30, 2025, an increase from $171,354 in 2024)

Key Players & Entities

• IIOT-OXYS, Inc. (company) — registrant
• OXYS Corporation (company) — wholly owned subsidiary
• HereLab, Inc. (company) — wholly owned subsidiary
• SEC (regulator) — Securities and Exchange Commission
• $2,763,666 (dollar_amount) — working capital deficit as of June 30, 2025
• $11,438,976 (dollar_amount) — accumulated deficit as of June 30, 2025
• $41,047 (dollar_amount) — cash and cash equivalents as of June 30, 2025
• $141,000 (dollar_amount) — cash received from sale of convertible preferred stock
• Nevada (other) — state of incorporation

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has a working capital deficit of $2,763,666 and an accumulated deficit of $11,438,976 as of June 30, 2025. This, coupled with zero revenue, raises substantial doubt about its ability to continue as a going concern.
• Deteriorating Revenue [high — financial]: Revenue has fallen to $0 for the first six months of 2025, compared to $2,500 in the same period of 2024. This complete absence of revenue is a critical concern.
• Increasing Operating Expenses [medium — financial]: Total operating expenses increased to $213,231 for the six months ended June 30, 2025, up from $171,354 in the prior year, primarily due to higher general and administrative expenses.
• Derivative Liability Volatility [medium — financial]: While a gain on the change in fair value of derivative liability of $228,311 helped reduce the net loss for the six months ended June 30, 2025, the existence of such liabilities ($697,935 as of June 30, 2025) introduces significant financial risk and volatility.
• Reliance on Financing Activities [medium — financial]: The company's cash position increased due to $130,180 in cash provided by financing activities, specifically $141,000 from the sale of convertible preferred stock. This highlights a dependence on external funding rather than operational revenue.
• Intangible Asset Amortization [low — operational]: The company has $124,903 in net intangible assets, with $24,953 in amortization expense expected for the remainder of 2025. While not a direct cash outflow, it impacts profitability.

Industry Context

The Industrial Internet of Things (IIoT) sector is characterized by increasing demand for data analytics, automation, and connectivity in industrial processes. Companies in this space often focus on specialized hardware, software platforms, or integrated solutions. However, the market is competitive, with established players and emerging startups vying for market share. IIOT-OXYS, Inc. appears to be in a very early stage, struggling with basic revenue generation and facing significant financial headwinds.

Regulatory Implications

As a publicly traded company, IIOT-OXYS, Inc. is subject to SEC regulations and reporting requirements. The 'going concern' disclosure is a critical regulatory point that investors and creditors will scrutinize. Failure to address the financial instability could lead to delisting or further regulatory scrutiny.

What Investors Should Do

1. Monitor cash burn and future financing needs.
2. Evaluate the sustainability of the 'gain on derivative liability'.
3. Assess the path to revenue generation.
4. Consider the dilution impact of financing.

Key Dates

• 2025-06-30: Quarter End — Reported $0 revenue and a net loss of $25,329 for the quarter. Working capital deficit of $2,763,666 and accumulated deficit of $11,438,976.
• 2025-06-30: Six Months End — Reported $0 revenue and a net loss of $182,540 for the period. Significant gain on derivative liability ($228,311) offset increased operating expenses ($213,231).
• 2025-06-30: Balance Sheet Date — Cash increased to $41,047, primarily due to financing activities. Total liabilities stood at $2,805,713.
• 2024-06-30: Prior Year Quarter End — Reported $0 revenue and a net loss of $405,599 for the quarter. Derivative liability loss of $346,126.
• 2024-06-30: Prior Year Six Months End — Reported $2,500 in revenue and a net loss of $607,018 for the period. Operating expenses were $171,354.
• 2024-12-31: Prior Year End — Cash was $23,593. Accumulated deficit was not explicitly stated for this date but was $11,208,252 prior to the current period's loss.

Glossary

Derivative Liabilities

Financial obligations that derive their value from an underlying asset, group of assets, or benchmark. Changes in the fair value of these liabilities can significantly impact net income. (A gain on the change in fair value of derivative liability significantly reduced the net loss for the six months ended June 30, 2025, highlighting its importance to the company's reported results.)

Accumulated Deficit

The total cumulative net losses of a company since its inception, less any cumulative net income. It represents the extent to which a company has incurred losses over its history. (The company has a substantial accumulated deficit of $11,438,976 as of June 30, 2025, indicating significant historical unprofitability.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets. It signifies a short-term liquidity challenge. (ITOX has a working capital deficit of $2,763,666 as of June 30, 2025, indicating severe liquidity issues.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. If substantial doubt exists, it must be disclosed. (The company's financial condition, including its deficits and lack of revenue, raises substantial doubt about its ability to continue as a going concern.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. It often carries a liquidation preference. (The company raised $141,000 from the sale of convertible preferred stock, which was a primary source of cash inflow from financing activities.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, and intellectual property. They are subject to amortization. (The company's intangible assets, related to field tests, sensor integrations, and board designs, have a net value of $124,903 as of June 30, 2025.)

Amortization Expense

The systematic allocation of the cost of an intangible asset over its useful life. (Amortization expense for intangible assets was $12,341 for the three months and $24,546 for the six months ended June 30, 2025.)

Year-Over-Year Comparison

Compared to the prior year's six-month period, IIOT-OXYS, Inc. has seen a drastic decline in revenue, falling from $2,500 to $0. While the net loss has improved significantly from $(607,018) to $(182,540) for the year-to-date period, this is largely due to a favorable change in derivative liability valuation rather than operational improvements. Operating expenses have increased from $171,354 to $213,231, driven by higher G&A costs. The company's cash position has improved, but its working capital and accumulated deficits remain substantial, continuing to raise going concern issues.

Key Financial Figures

• $100,000 — he CEO will receive an annual salary of $100,000 which accrues unless converted into sha
• $1,000,000 — conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month per
• $150,000 — iod, the annual salary will increase to $150,000 commencing the following month. If the
• $5,000,000 — following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month per
• $200,000 — iod, the annual salary will increase to $200,000 commencing the following month. The Com
• $0.001 — s of common stock at the lowest VWAP or $0.001 per share. The balance of principal and
• $0.0006 — any time into shares of common stock at $0.0006 per share. Interest is payable quarterl

Filing Documents

• iiot_i10q-063025.htm (10-Q) — 1040KB
• iiot_ex1001.htm (EX-10.1) — 17KB
• iiot_ex3101.htm (EX-31.1) — 9KB
• iiot_ex3102.htm (EX-31.2) — 9KB
• iiot_ex3201.htm (EX-32.1) — 4KB
• iiot_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-007154.txt ( ) — 5355KB
• itox-20250630.xsd (EX-101.SCH) — 33KB
• itox-20250630_cal.xml (EX-101.CAL) — 42KB
• itox-20250630_def.xml (EX-101.DEF) — 145KB
• itox-20250630_lab.xml (EX-101.LAB) — 300KB
• itox-20250630_pre.xml (EX-101.PRE) — 254KB
• iiot_i10q-063025_htm.xml (XML) — 867KB

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION 3

Financial Statements

Item 1. Financial Statements 3

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 30

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 36

Controls and Procedures

Item 4. Controls and Procedures 36

—OTHER INFORMATION

PART II—OTHER INFORMATION 37

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37

Other Information

Item 5. Other Information 37

Exhibits

Item 6. Exhibits 37

SIGNATURES

SIGNATURES 38 Introductory Comment Unless otherwise indicated, any reference to "the Company", "our company", "we", "us", or "our" refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. 2

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2025 December 31, 2024 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 41,047 $ 23,593 Prepaid expenses and other current assets – 2,139 Total Current Assets 41,047 25,732 Intangible assets, net 124,903 149,449 Total Assets $ 165,950 $ 175,181 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 275,006 $ 322,473 Accrued liabilities 779,030 693,914 Deferred revenue 31,425 31,425 Notes payable - current 393,942 138,942 Shares payable to related parties 9,766 18,638 Salaries payable to related parties 617,609 538,981 Derivative liabilities 697,935 758,787 Total Current Liabilities 2,804,713 2,503,160 Notes payable – 255,000 Due to stockholders 1,000 1,000 Total Liabilities 2,805,713 2,759,160 Commitments and Contingencies (Note 4) – – Series B Convertible Preferred Stock, 600 shares designated, $ 0.001 Par Value, $ 1,200 stated value; 579 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 699,600 and $ 694,800 at June 30, 2025 and December 31, 2024, respectively 699,600 694,800 Series C Convertible Preferred Stock, 5,000 shares designated, $ 0.001 Par Value, $ 1,200 stated value; 57 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 68,400 and $ 68,400 at June 30, 2025 and December 31, 2024, respectively 68,400 68,400 Series D Convertible Preferred Stock, 210 shares designated, $ 0.001 Par Value, $ 1,200 stated value; 141 shares and 0 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 169,200 and $ 0 at June 30, 2025 and December 31, 2024, respectively 169,200 – Stockholders' Equity (Deficit) Preferred Stock, $ 0.001 par value, 10,000,000 Share

financial statements

financial statements. NOTE 3 – INTANGIBLE ASSETS The Company's intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization, amounted to $ 124,903 and $ 149,449 as of June 30, 2025 and December 31, 2024, respectively. Schedule of intangible assets June 30, 2025 (Unaudited) December 31, 2024 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization ( 370,097 ) ( 345,551 ) Intangible Assets, net $ 124,903 $ 149,449 The Company determined that none of its intangible assets were impaired as of June 30, 2025 and December 31, 2024, respectively. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. The amortization expense of finite-lived intangibles was $ 12,341 and $ 12,341 for the three months ended June 30, 2025 and 2024, and $ 24,546 and $ 24,682 for the six months ended June 30, 2025 and 2024, respectively. 9 The following table summarizes the Company's estimated future amortization expense of intangible assets with finite lives as of June 30, 2025: Schedule of estimated future amortization expense of intangible assets Amortization Expense 2025 (Remainder of the year) $ 24,953 2026 49,500 2027 49,500 Thereafter 950 Total $ 124,903 NOTE 4 – COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of the Company's common stock from the Company's 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. The authorized shares pursuant to the 2017 Stock Incentive Plan were 4,500,000 shares, and per 2019 Stock Incentive Plan were 5,000,000 shares. The consulting agreements with two consultants have been terminated and shares have been issued in conjunction with the related separation

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