IIOT-OXYS Plunges to Near-Zero Cash, Zero Revenue; Going Concern Doubt Looms

TL;DR

**ITOX is a zombie company with no revenue and $278 in cash; avoid at all costs.**

AI Summary

IIOT-OXYS, Inc. (ITOX) reported no revenue for the three and nine months ended September 30, 2025, a significant decline from $2,500 in revenue and $375 gross profit for the nine months ended September 30, 2024. The company's net loss attributable to common stockholders widened to $438,889 for the three months ended September 30, 2025, compared to $126,199 in the prior year period, and to $669,613 for the nine months ended September 30, 2025, an improvement from a $773,580 loss in the same period of 2024. This improvement in the nine-month net loss was primarily driven by a smaller loss on change in fair value of derivative liability, which was $(147,170) in 2025 versus $(282,623) in 2024, and an 'Other income' of $101,300 in 2025. Total assets decreased from $175,181 at December 31, 2024, to $112,704 at September 30, 2025, while total liabilities increased from $2,759,160 to $3,191,356. The company faces substantial doubt about its ability to continue as a going concern, evidenced by a working capital deficit of $3,190,078 and an accumulated deficit of $11,877,865 as of September 30, 2025. Cash and cash equivalents plummeted from $23,593 at the beginning of the period to $278 by September 30, 2025.

Why It Matters

This filing paints a dire picture for IIOT-OXYS, Inc. (ITOX), indicating severe operational and financial distress. For investors, the complete lack of revenue and a cash balance of only $278 signal an extremely high-risk investment with significant potential for total loss. Employees face job insecurity given the company's inability to generate sales and its substantial accumulated deficit of $11,877,865. Customers, if any, should be wary of the company's long-term viability and ability to deliver on commitments. In a competitive Industrial Internet of Things (IIoT) market, ITOX's current state suggests it is failing to compete effectively, potentially opening opportunities for more stable players.

Risk Assessment

Risk Level: high — The risk level is high due to the company's 'going concern' warning, a working capital deficit of $3,190,078, and an accumulated deficit of $11,877,865 as of September 30, 2025. Furthermore, cash and cash equivalents have dwindled to a mere $278, and the company reported $0 revenue for the three and nine months ended September 30, 2025.

Analyst Insight

Investors should immediately divest any holdings in ITOX. The company's financial state, characterized by zero revenue, minimal cash, and a significant accumulated deficit, indicates an extremely high probability of bankruptcy or delisting. Do not consider this stock for any investment, speculative or otherwise.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$112,704

total Debt

$3,191,356

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$278

revenue Growth

-100.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the three and nine months ended September 30, 2025, down from $2,500 in 2024)
• $278 — Cash and cash equivalents (as of September 30, 2025, a decrease from $23,593 at December 31, 2024)
• $(3,190,078) — Working capital deficit (as of September 30, 2025)
• $(11,877,865) — Accumulated deficit (as of September 30, 2025)
• $(669,613) — Net loss attributable to common stockholders (for the nine months ended September 30, 2025)
• $112,704 — Total Assets (as of September 30, 2025, down from $175,181 at December 31, 2024)
• $3,191,356 — Total Liabilities (as of September 30, 2025, up from $2,759,160 at December 31, 2024)
• 586,285,063 — Shares outstanding of common stock (on December 11, 2025)

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
• FASB (regulator) — Financial Accounting Standards Board
• CEO (person) — chief operating decision maker
• Nevada (company) — state of incorporation
• Delaware (company) — state of incorporation for HereLab, Inc.

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern, evidenced by a working capital deficit of $3,190,078 and an accumulated deficit of $11,877,865 as of September 30, 2025. Cash and cash equivalents have plummeted to $278.
• Deteriorating Liquidity [high — financial]: Cash and cash equivalents decreased from $23,593 at December 31, 2024, to $278 as of September 30, 2025. Total assets have also declined to $112,704 from $175,181.
• Increasing Liabilities [high — financial]: Total liabilities have increased to $3,191,356 as of September 30, 2025, up from $2,759,160 at December 31, 2024. This includes a significant increase in derivative liabilities to $1,073,416.
• Zero Revenue Generation [high — financial]: The company reported no revenue for the three and nine months ended September 30, 2025. This lack of revenue generation is a critical concern for future operations and solvency.
• Widening Short-Term Net Loss [medium — financial]: The net loss attributable to common stockholders widened to $438,889 for the three months ended September 30, 2025, compared to $126,199 in the prior year period.
• Intangible Asset Amortization [low — operational]: The company has $112,426 in net intangible assets, subject to amortization. Future amortization expenses are projected, impacting profitability. The company has $49,500 in amortization expense scheduled for 2026 and 2027.
• Derivative Liability Fluctuation [medium — financial]: The change in fair value of derivative liability resulted in a loss of $(147,170) for the nine months ended September 30, 2025, compared to $(282,623) in the prior year. However, derivative liabilities themselves increased to $1,073,416.
• Stock-Based Compensation Commitments [low — legal]: The company has outstanding commitments to issue shares of common stock related to consulting agreements. Unvested shares remain a liability, with specific terms for vesting upon termination.

Industry Context

The Industrial Internet of Things (IIoT) sector is characterized by rapid technological advancement and increasing demand for data-driven solutions in industrial processes. Companies in this space often focus on sensor technology, data analytics, and connectivity platforms. Competition can be intense, with established players and emerging startups vying for market share. Trends include the integration of AI and machine learning for predictive maintenance and operational efficiency.

Regulatory Implications

As a technology company, IIOT-OXYS, Inc. may be subject to regulations concerning data privacy and cybersecurity, particularly if handling sensitive industrial data. Compliance with evolving standards in these areas is crucial. The company's financial reporting must adhere to SEC regulations, including proper disclosure of risks and financial condition.

What Investors Should Do

1. Monitor cash burn rate closely.
2. Evaluate potential for new funding or revenue streams.
3. Assess the value and future prospects of intangible assets.
4. Review management's strategy to address the going concern warning.

Key Dates

• 2025-09-30: End of Q3 2025 — Company reported $0 revenue, a significant decline, and a working capital deficit of $3,190,078. Cash position dwindled to $278.
• 2024-09-30: End of Q3 2024 — Company reported $2,500 in revenue for the nine-month period, indicating a severe downturn in the current year.
• 2024-12-31: End of Fiscal Year 2024 — Company had $23,593 in cash and $175,181 in total assets, providing a baseline for the significant deterioration observed by Q3 2025.

Glossary

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 raises substantial doubt about its ability to continue as a going concern.)

Working Capital Deficit

Occurs when current liabilities exceed current assets, indicating a potential short-term inability to meet obligations. (The company has a significant working capital deficit of $3,190,078, highlighting its immediate liquidity challenges.)

Accumulated Deficit

The total cumulative net losses of a company since its inception that have not been offset by profits. (The company's accumulated deficit of $11,877,865 indicates a long history of unprofitability.)

Derivative Liability

An obligation arising from a financial derivative contract whose value is derived from an underlying asset or group of assets. (The company has a substantial derivative liability of $1,073,416, which increased from the prior year, and its fair value changes impact net income.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, and intellectual property. (The company's intangible assets, valued at $112,426 net of amortization, are subject to ongoing amortization expenses.)

Amortization

The systematic allocation of the cost of an intangible asset over its useful life. (Amortization expense for intangible assets impacts the company's reported net income.)

Year-Over-Year Comparison

Compared to the prior year's nine-month period, IIOT-OXYS, Inc. has experienced a dramatic decline, reporting $0 revenue against $2,500 previously. While the net loss for the nine months improved from $(773,580) to $(669,613), this was driven by non-operational factors like reduced fair value losses on derivatives and other income, not by improved business performance. Total assets have shrunk significantly, while liabilities have grown, exacerbating the already precarious financial position and deepening concerns about the company's ability to continue operations.

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
• $0.008 — he reduction of the conversion price to $0.008 per share, and all prior Events of Defa

Filing Documents

• iiot_i10q-093025.htm (10-Q) — 1010KB
• iiot_ex1001.htm (EX-10.1) — 18KB
• iiot_ex3101.htm (EX-31.1) — 10KB
• iiot_ex3102.htm (EX-31.2) — 9KB
• iiot_ex3201.htm (EX-32.1) — 4KB
• 0001683168-25-009094.txt ( ) — 5303KB
• itox-20250930.xsd (EX-101.SCH) — 32KB
• itox-20250930_cal.xml (EX-101.CAL) — 42KB
• itox-20250930_def.xml (EX-101.DEF) — 145KB
• itox-20250930_lab.xml (EX-101.LAB) — 300KB
• itox-20250930_pre.xml (EX-101.PRE) — 253KB
• iiot_i10q-093025_htm.xml (XML) — 858KB

—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 32

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 38

Controls and Procedures

Item 4. Controls and Procedures 38

—OTHER INFORMATION

PART II—OTHER INFORMATION 39

Other Information

Item 5. Other Information. 39

Exhibits

Item 6. Exhibits. 39

SIGNATURES

SIGNATURES 40 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 September 30, 2025 December 31, 2024 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 278 $ 23,593 Prepaid expenses and other current assets – 2,139 Total Current Assets 278 25,732 Intangible assets, net 112,426 149,449 Total Assets $ 112,704 $ 175,181 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 199,107 $ 322,473 Accrued liabilities 825,850 693,914 Bank overdraft 5,640 – Deferred revenue 31,425 31,425 Notes payable - current 393,942 138,942 Shares payable to related parties 10,633 18,638 Salaries payable to related parties 650,343 538,981 Derivative liabilities 1,073,416 758,787 Total Current Liabilities 3,190,356 2,503,160 Notes payable – 255,000 Due to stockholders 1,000 1,000 Total Liabilities 3,191,356 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 September 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 699,600 and $ 694,800 at September 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 September 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 68,400 and $ 68,400 at September 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 September 30, 2025 and December 31, 2024, respectively. Liquidation preference $ 169,200 and $ 0 at September 30, 2025 and December 31, 2024, respectively 169,200 – Stockholders' Equity (Deficit)

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 $ 112,426 and $ 149,449 as of September 30, 2025 and December 31, 2024, respectively. Schedule of intangible assets September 30, 2025 (Unaudited) December 31, 2024 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization ( 382,574 ) ( 345,551 ) Intangible Assets, net $ 112,426 $ 149,449 9 The Company determined that none of its intangible assets were impaired as of September 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 $ 12,476 and $ 12,477 for the three months ended September 30, 2025 and 2024, and $ 37,022 and $ 37,159 for the nine months ended September 30, 2025 and 2024, respectively. The following table summarizes the Company's estimated future amortization expense of intangible assets with finite lives as of September 30, 2025: Schedule of estimated future amortization expense of intangible assets Amortization Expense 2025 (Remainder of the year) $ 12,477 2026 49,500 2027 49,500 Thereafter 949 Total $ 112,426 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 wit

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