Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended March 31, 2024

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from _______________________to___________________________

Commission File Number: 000-50773

IIOT-OXYS, INC.

(Exact name of registrant as specified in its charter)

Nevada	56-2415252
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

705 Cambridge Street, Cambridge, MA	02141
(Address of principal executive offices)	(Zip Code)

(401) 307-3092

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock on July 12, 2024, was 555,015,293.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 5. Other Information	32
Item 6. Exhibits	32

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.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

IIOT-OXYS, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	March 31, 2024			December 31, 2023
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	1,405		$	644
Accounts receivable, net		2,500			5,460
Prepaid expenses and other current assets		2,306			2,306
Total Current Assets		6,211			8,410

Intangible assets, net		186,744			199,085
Total Assets	$	192,955		$	207,495

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	220,798		$	219,551
Accrued liabilities		561,589			534,138
Deferred revenue		31,425			31,425
Notes payable – current		380,000			435,000
Shares payable to related parties		15,745			15,225
Salaries payable to related parties		420,179			380,579
Derivative liabilities		657,559			535,653
Total Current Liabilities		2,287,295			2,151,571

Notes payable		13,942			58,988
Due to stockholders		1,000			1,000
Total Liabilities		2,302,237			2,211,559

Commitments and Contingencies (Note 4)		–			–

Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $1,200 stated value; 516 shares and 454 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Liquidation preference $619,200 at March 31, 2024 and at December 31, 2023, respectively		619,200			619,200
Series C Convertible Preferred Stock, 5,000 shares designated, $0.001 Par Value, $1,200 stated value; 57 shares and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Liquidation preference $68,400 and $0 at March 31, 2024 and at December 31, 2023, respectively		68,400			–

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value, 10,000,000 Shares authorized		–			–
Series A Preferred Stock, 25,845 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		26			26
Common Stock $0.001 Par Value, 3,000,000,000 shares authorized; 555,015,293 shares and 470,015,293 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		555,016			470,016
Additional paid in capital		7,312,291			7,350,291
Accumulated deficit		(10,664,215	)		(10,443,597	)
Total Stockholders' Equity (Deficit)		(2,796,882	)		(2,623,264	)

Total Liabilities and Stockholders' Equity	$	192,955		$	207,495

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	For The Three Months Ended March 31,
	2024			2023
Revenues	$	2,500		$	43,283

Cost of Sales		2,125			16,964

Gross Profit		375			26,319

Operating Expenses
General and administrative		54,341			166,200
Amortization of intangible assets		12,341			12,205
Total Operating Expenses		66,682			178,405

Other Income (Expense)
(Loss) on change in FMV of derivative liability		(81,239	)		(1,292	)
Gain on derivative		28,157			–
Interest income		–			5,856
Interest expense		(82,029	)		(14,528	)
Total Other Income (Expense)		(135,111	)		(9,964	)

Net Loss Before Income Taxes		(201,418	)		(162,050	)

Provision for Income Tax		–			–

Net Loss	$	(201,418	)	$	(162,050	)

Convertible Preferred Stock Dividend		(19,200	)		(16,120	)

Net Loss Attributable to Common Stockholders	$	(220,618	)	$	(178,170	)

Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted		517,872,436			374,217,262

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)


For the three months ended March 31, 2024
	Preferred Stock						Common Stock				Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Series A		Series B			Amount	Shares		Amount		Capital			Deficit			(Deficit)
Balance - December 31, 2023	25,845	–	–	–	$	26	470,015,293	$	470,016	$	7,350,291		$	(10,443,597	)	$	(2,623,264	)
Common stock issued for conversion of convertible note payables	–		–			–	85,000,000		85,000		(38,000	)		–			47,000
Net Loss	–	–	–	–		–	–		–		–			(220,618	)		(220,618	)
Balance - March 31, 2024	25,845	–	–	–		26	555,015,293	$	555,016	$	7,312,291		$	(10,664,215	)	$	(2,796,882	)


For the three months ended March 31, 2023
	Preferred Stock						Common Stock				Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Series A		Series B			Amount	Shares		Amount		Capital			Deficit			(Deficit)
Balance - December 31, 2022	25,845	–	–	–		26	352,174,583		352,175		7,141,877			(9,307,137	)		(1,813,059	)
Common stock issued for financing commitments	–		–			–	31,603,364		31,603		22,592			–			54,195
Sales commissions paid on capital raise	–		–			–	–		–		(1,084	)		–			(1,084	)
Common stock issued for services	–		–			–	250,000		250		575			–			825
Common stock issued for conversion of convertible note payable	–		–			–	17,837,838		17,838		15,162			–			33,000
Net loss	–	–	–	–		–	–		–		–			(178,170	)		(178,170	)
Balance - March 31, 2023	25,845	–	–	–	$	26	401,865,785	$	401,866	$	7,179,122		$	(9,485,307	)	$	(1,904,293	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	For the Three Months Ended March 31,
	2024			2023
Cash Flows From Operating Activities
Net loss	$	(220,618	)	$	(178,170	)
Adjustments to reconcile net loss to net cash provided by (used) in operating activities
Stock compensation expense for services		–			825
Discount on note receivable		–			(925	)
Amortization of intangible assets		12,341			12,205
Changes in Operating Assets and Liabilities
Decrease in accounts receivable		2,960			19,048
Increase in accounts payable		1,247			38,984
Increase in accrued liabilities		42,805			46,649
Increase in derivative liability		121,906			1,292
(Decrease) in unearned interest		–			(2,932	)
Increase in shares payable to related parties		520			1,735
Increase in salaries payable to related parties		39,600			–
Net Cash Provided by (Used in) Operating Activities		761			(61,289	)

Cash Flows from Investing Activities
Net Cash Used in Investing Activities		–			–

Cash Flows From Financing Activities
Cash received from sale of common stock, net		–			54,195
Cash payments of offering costs		–			(1,084	)
Net Cash Provided By Financing Activities		–			53,111

Net Increase (Decrease) in Cash and Cash Equivalents		761			(8,178	)

Cash and Cash Equivalents - Beginning of Period		644			33,336

Cash and Cash Equivalents - End of Period	$	1,405		$	25,158

Supplement Disclosures of Cash Flow Information
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Conversion of convertible notes payable and derivative liabilities	$	–		$	33,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

March 31, 2024 and 2023

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Unless otherwise indicated, any reference to “the Company”, “we”, “us”, or “its” 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.

IIOT-OXYS, Inc., incorporated in Nevada on July 6, 2017, (the “Company”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company 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.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $2,281,084, net loss incurred for the three months ended March 31, 2024 of $220,618, and has an accumulated deficit of $10,664,215 as of March 31, 2024. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023, filed with the SEC on July 2, 2024.

Principles of Consolidation

The consolidated condensed financial statements for March 31, 2024 and 2023, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Revenue Recognition

The Company recognizes revenues when the products are delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer. 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.

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.

The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it 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.

The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated 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 $186,744 and $199,085 at March 31, 2024 and December 31, 2023, respectively.

Schedule of intangible assets
	March 31, 2024			December 31, 2023
Intangible Assets	$	495,000		$	495,000
Accumulated amortization		(308,256	)		(295,915	)
Intangible Assets, net	$	186,744		$	199,085

The Company determined that none of its intangible assets were impaired as of March 31, 2024 and December 31, 2023, 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 $12,205 for the three months ended March 31, 2024 and 2023, respectively.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31, 2024:


	Amortization Expense
2024 (Remainder of the year)	$	37,159
2025		49,500
2026		49,500
2027		49,500
Thereafter		1,085
Total	$	186,744

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. All the consulting agreements have been terminated and shares have been issued in conjunction with the related separation agreements. According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of March 31, 2024 and December 31, 2023, and 3,530,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of March 31, 2024 and December 31, 2023, respectively.

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 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.

On March 18, 2022, the Company adopted 2022 Stock Incentive Plan and reserved for issuance 20,000,000 shares of common stock for incentivizing its management team. Pursuant to the terms of the 2022 Plan, 3,100,000 shares of common stock were vested and issued as of March 31, 2024 and December 31, 2023, respectively.

Employment Agreement – CEO

On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company has recorded $208,122 and $199,053 in salaries payable to the CEO as of March 31, 2024 and December 31, 2023, respectively.

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $199,827 and $181,526 in salaries payable to the COO/Interim CFO as of March 31, 2024 and December 31, 2023, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of March 31, 2024 and December 31, 2023, respectively.


		March 31, 2024 (Unaudited)			December 31, 2023

A.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.	$	205,000		$	205,000

B.	Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company.		–			55,000

D.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.		50,000			50,000

E.	Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The note is secured by substantially all the assets of the Company.		125,000			125,000

G.	Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0009 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. The note is secured by substantially all the assets of the Company.		13,942			58,988
			393,942			493,988
	Less current portion		(380,000	)		(435,000	)
	Long term portion	$	13,942		$	58,988

A. January 18, 2018 Convertible Note and Warrants (“Note A”)

On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024, and Note A convertible into shares of common stock on March 31, 2024 at the lowest VWAP of $0.001 per share during the look back period, provided:

	·	Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1^st Incentive Shares) and the price per 1^st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 1^st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.
	·	Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

All other terms and conditions of the convertible promissory note remain the same. The noteholder of Note A waives all events of default pertaining to Note A, known or unknown to the noteholder, by the Company prior to the date hereof. The noteholder also waives all defaults of the transaction documents, known or unknown to the noteholder of Note A by the Company prior to the date hereof.

The Company recorded interest expense of $6,133 and $6,201 for the three months ended March 31, 2024 and 2023, respectively. Accrued interest payable on Note A was $190,601 and $184,468 as of March 31, 2024 and December 31, 2023, respectively. The principal balance payable on Note A amounted to $205,000 at March 31, 2024 and December 31, 2023, respectively.

B. January 2019 Convertible Note and Warrants (“Note B”)

Effective March 1, 2021, the noteholder of Note B agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2024, and all prior Events of Default (as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same.

On February 5, 2024, the Company and the noteholder of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $55,000 principal balance of Note B and $13,825 of accrued and unpaid interest as of the maturity date of Note B on March 1, 2024. In exchange for the cancellation of all indebtedness of the Company owed to the noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share (See Note 8).

The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period.

The Company recorded interest expense of $233 and $693 for the three months ended March 31, 2024 and 2023, respectively. This note and accrued interest is due to a related party. Accrued interest payable on Note B totaled $13,825 and $13,592 as of March 31, 2024 and December 31, 2023, respectively. The principal balance payable on Note B amounted to $0 and $55,000 at March 31, 2024 and December 31, 2023, respectively.

D. March 2019 Convertible Note and Warrants (“Note D”)

On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity of March 1, 2023 date to March 1, 2024 and Note D convertible into shares of common stock at March 31, 2024 at the lowest VWAP of $0.001 per share during the look back period (see Note A above”).

The Company recorded interest expense of $1,496 and $1,512 for the three months ended March 31, 2024 and 2023, respectively. Accrued interest payable on Note D totaled $28,193 and $26,697 at March 31, 2024 and December 31, 2023, respectively. The principal balance payable on Note D amounted to $50,000 at March 31, 2024 and December 31, 2023, respectively.

E. August 2019 Convertible Note and Warrants (“Note E”)

On August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2024. All other terms and conditions of the Note E remain the same.

The Company recorded interest expense of $3,740 and $3,781 on Note E for the three months ended March 31, 2024 and 2023, respectively. Accrued interest payable on Note E was $67,430 and $63,690 at March 31, 2024 and December 31, 2023, respectively. This note is payable to a related party. The principal balance payable on Note E amounted to $125,000 as of March 31, 2024 and December 31, 2023, respectively.

G . July 2020 Equity Financing Arrangement (“Note G”)

On April 29, 2022, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023. On May 1, 2023, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2025. All other terms and conditions of the Note G remain the same.

During the three months ended March 31, 2024, the noteholder of Note G converted principal amount of $45,045 and accrued interest of $1,955 in exchange of 85,000,000 shares of common stock of the Company.

The Company recorded interest expense of $2,027 and $1,890 on Note G for the three months ended March 31, 2024 and 2023, respectively. Accrued interest payable on Note G was $73 and $0 as of March 31, 2024 and December 31, 2023, respectively. The principal balance payable of Note G amounted to $13,942 and $58,988 at March 31, 2024 and December 31, 2023, respectively.

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024			2023
Net loss attributable to common stockholders (basic)	$	(220,618	)	$	(178,170	)
Shares used to compute net loss per common share, basic and diluted		517,872,436			374,217,262
Net loss per share attributable to common stockholders, basic and diluted	$	(0.00	)	$	(0.00	)

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 debt, 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 three months ended March 31, 2024 and 2023, respectively, because their inclusion would be anti-dilutive:

Schedule of anti-dilutive shares
	As of March 31,
	2024		2023
Warrants to purchase common stock		2,868,397		2,868,397
Potentially issuable shares related to convertible notes payable and convertible preferred stock		718,449,246		370,172,003
Total anti-dilutive common stock equivalents		721,317,643		373,040,400

NOTE 7 – RELATED PARTIES

At March 31, 2024 and December 31, 2023, respectively, the amount due to two stockholders was $1,000 relating to depositing funds for opening bank accounts for the Company. The Company leases its current office facility from these stockholders on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. Rent expense totaled $750 for the three months ended March 31, 2024 and 2023, respectively. The Company has recorded $1,000 and $250 as rent payable to the stockholder in accounts payable as of March 31, 2024 and December 31, 2023, respectively.

The Company executed a convertible promissory note payable with an officer and director (see Note B) and indebted in the principal amount of $55,000 (See Note 5) as of December 31, 2023. On February 5, 2024, the Company and the noteholder of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $55,000 principal balance of Note B and $13,825 of accrued and unpaid interest as of the maturity date of Note B on March 1, 2024. In exchange for the cancellation of all indebtedness of the Company owed to the noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share (See Note 8).

The Company executed three convertible promissory notes payable with a director (see Note E) for the principal amount of $125,000 and accrued interest payable of $67,430 and $63,690 as of March 31, 2024 and December 31, 2023, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital of 3,000,000,000 shares, $0.001 par value common stock, and 10,000,000 shares of $0.001 par value preferred stock at March 31, 2024. The Company has 555,015,293 shares and 470,015,293 shares of common stock and Series A Preferred Stock 25,845 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Common Stock

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 February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to the closing.

From January 1, 2024 to March 31, 2024, the noteholder of Note F converted the principal balance of $45,045 and accrued interest of $1,955 into 85,000,000 shares of common stock. The shares issued were valued at the fair value of common stock on the date of issuance.

Stock Incentive Plans

On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “2017 Plan”). 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 plan approval 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.

On March 11, 2019, the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “2019 Plan”). Awards may be made under the 2019 Plan for up to 5,000,000 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 2019 Plan. No awards can be granted under the 2019 Plan after the expiration of 10 years from the plan approval 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.

On March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “2022 Plan”). Awards may be made under the 2022 Plan for up to 20,000,000 shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded. Only employees and directors of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan. The Company awarded 7,000,000 shares of the Company’s common stock to an officer and 7,000,000 shares of common stock to a director of the Company (see Note 4) vesting 1,500,000 shares vesting on the first anniversary on the date of issuance, 2,500,000 shares vesting on the second anniversary of the date of issuance, and 3,000,000 shares on the third anniversary of the date of issuance. In addition, on October 3, 2022, the Company awarded 300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance. The common shares vested pursuant to the 2022 Plan amounted to 3,000,000 shares at March 31, 2024 and December 31, 2023, and the 11,300,000 shares remain unvested as of March 31, 2024. For the three months ended March 31, 2024 and 2023, the Company recorded $519 and $1,735 as stock compensation expense for 747,945 shares and 739,726 shares payable to an officer and a director that remain unvested as of March 31, 2024. Total shares payable to an officer, consultant and a director totaled 3,016,438 shares and 2,368,493 shares on March 31, 2024 and December 31, 2023, respectively.

Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 4).

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 at March 31, 2024 and 2023 and changes during the three months ended, is presented below:

Schedule of non-vested shares
2022 Stock Incentive Plan	Shares of Common Stock		Weighted Average Exercise Price

Balance at December 31, 2022		–	$	–
Awarded		14,300,000		0.006146
Vested		–		–
Forfeited		–		–
Balance at March 31, 2023		14,300,000	$	0.006146

Balance at December 31, 2023		11,200,000	$	0.006146
Awarded		–		–
Vested		–		–
Forfeited		–		–
Balance at March 31, 2024 – (Unvested)		11,200,000	$	0.006146
Balance at March 31, 2024 – (Vested)		3,100,000		–
Total Options outstanding – March 31, 2024		14,300,000	$	0.006146

Preferred Stock

Series A Supervoting Convertible Preferred Stock

On July 2, 2020, the Board of Directors of the Company authorized the issuance of 15,600 shares of preferred stock, $0.001 par value per share, designated as Series A Supervoting Convertible Preferred Stock.

Dividends: Initially, there will be no dividends due or payable on the Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.

Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created.

Voting Rights:

	A.	If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

	B.	Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

		[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

		Divided by:

		[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 25,845 shares of Series A Preferred Stock issued and outstanding at March 31, 2024 and December 31, 2023, respectively.

Series B Convertible Preferred Stock Equity Financing

On November 16, 2020, the Board of Directors of the Company had authorized issuance of up to 600 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to increase set forth in the Certificate of Designation.

Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series b Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series b Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring period. Following an event of default, the Conversion price shall equal the lower of : (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion.

Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

	·	115% of the stated value if the redemption takes place within 90 days of issuance;
	·	120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance
	·	125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and
	·	each share of Preferred Stock is redeemed one year from the day of issuance

November 19, 2020

On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee.

No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $45,000. The Company paid $900 in selling commissions to complete this financing.

On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $103,267, $58,267 as day one loss on the derivative, $39,000 as interest expense, and $39,000 as Series B Convertible Preferred Stock mezzanine liability, and $45,000 as amortization.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $6,630 and a loss of $199 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. The Company recorded $2,513 and $2,485 as preferred stock dividend expense for the three months ended March 31, 2024 and 2023, respectively. The Company recorded $33,913 and $31,400 as preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively. Derivative liability payable for this transaction totaled $79,297 and $72,667 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $84,000 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years.

December 16, 2020

On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $85,000. The Company paid $1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $106,241, $21,241 as day one loss on the derivative, $17,000 as interest expense, and $17,000 as Series B Convertible Preferred Stock mezzanine liability, and $85,000 as amortization.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a loss of $8,051 and a loss of $242 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. The Company recorded preferred stock dividend expense of $3,052 and $3,018 for the three months ended March 31, 2024 and 2023, respectively. The Company recorded $40,275 and $37,223 as preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively. Derivative liability payable for this transaction totaled $96,290 and $88,238 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $102,000 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing. For the year ended December 31, 2021, the Company inadvertently reported this sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock). The accompanying financial statements reflect the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock. The overall effect of this correction was not significant to the December 31, 2021 financial statements.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $17,395 and $145 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. The Company recorded $1,831 and $1,811 as preferred stock dividend expense for the three months ended March 31, 2024 and 2023, respectively, and $16,740 and $14,909 as preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively. Derivative liability payable for this transaction totaled $70,338 and $52,943 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $61,200 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years.

February 7, 2022

On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing.

On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $65,025, $14,025 as day one loss on the derivative, $10,200 as interest expense, and $10,200 as Series B Convertible Preferred Stock mezzanine liability, and $51,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of $4,831 and a loss of $145 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $1,831 and $1,810 as preferred stock dividend expense for the three months ended March 31, 2024 and 2023, and preferred stock dividend payable to GHS on this derivative totaled $15,754 and $13,923 as of March 31, 2024 and December 31, 2023, respectively. Derivative liability payable for this transaction totaled $57,774 and $52,943 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $61,200 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $136,000. The Company paid $2,720 in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $328,422, $192,422 as day one loss on the derivative, $27,200 as interest expense, and $27,200 as Series B Convertible Preferred Stock mezzanine liability, and $136,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of 12,882 and a loss of $387 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded preferred stock dividend expense of $4,883 and $4,829 for the three months ended March 31, 2024 and 2023. Preferred stock dividend payable to GHS for this derivative totaled $39,597 and $34,715 at March 31, 2024 and December 31, 2023. Derivative liability payable for this transaction totaled $154,064 and $141,182 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $163,200 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.00183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years.

November 17, 2022

On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $61,000. The Company paid $1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $54,072, $6,928 as day one gain on the derivative, $12,200 as interest expense, $12,200 as Series B Convertible Preferred Stock mezzanine liability, and $61,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of $20,805 and a loss of $174 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded preferred stock dividend expense of $2,190 and $2,166 for the three months ended March 31, 2024 and 2023. Preferred stock dividend payable to GHS for this derivative totaled $12,033 and $9,843 at March 31, 2024 and December 31, 2023. Derivative liability payable for this transaction totaled $84,130 and $63,324 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $73,200 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.388%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5 years.

August 24, 2023

On August 24, 2023, pursuant to the terms of the SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $62,000. The Company paid $1,240 in selling commissions to complete this financing.

On August 24, 2023 (the date of receipt of cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $61,679, $321 as day one gain on the derivative, $12,400 as interest expense, and $12,400 as Series B Convertible Preferred Stock mezzanine liability, and $62,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note at March 31, 2024 and 2023 and recorded a loss of $5,874 and $0 for the three months ended March 31, 2024 and 2023, in connection with the change in fair market value of the derivative liability. In addition, the Company recorded preferred stock dividend expense of $2,226 and $0 for the three months ended March 31, 2024 and 2023, respectively. Preferred stock dividend payable to GHS for this derivative totaled $5,381 and $3,155, respectively. Derivative liability payable for this transaction totaled $70,285 and $64,411 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $74,400 at March 31, 2024.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected term of 1.5 years.

Series C Convertible Preferred Stock

On January 8, 2024, the Board of Directors of the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.

Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).

The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or charges with respect thereto.

All shares of Series C Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.

March 1, 2024

On March 1, 2024, the convertible promissory noteholder Note B and the Company mutually agreed to convert the principal balance of $55,000 and accrued interest of $13,825 into a total of 57 shares of Series C Convertible Preferred Stock. The Company valued the fair value of the derivative and recorded an initial derivative liability of $40,668, $425 as contra interest expense, $28,157 as day one gain on the derivative, $68,825 as amortization expense, and $68,825 as Series C Convertible Preferred Stock mezzanine liability.

On March 31, 2024, the Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $4,770 for the three months ended March 31, 2024 in connection with the change in fair market value of the derivative liability. The Company recorded $675 as preferred stock dividend expense for the three months ended March 31, 2024. The Company recorded $675 as preferred stock dividend payable as of March 31, 2024. Derivative liability payable for this transaction totaled $45,438 at March 31, 2024 and Series C Convertible Preferred Stock mezzanine liability was $68,400 at March 31, 2024.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.00073 to $0.00078, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.0007, an expected dividend yield of 0%, expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.94% to 5.03%, and an expected term of 1 year.

The following table represents the change in the fair value of the derivative liabilities for the three months ended March 31, 2024 and 2023, respectively.


	Level 1		Level 2		Level 3
Balance at December 31, 2022	$	–	$	–	$	469,873
Change in the fair value of derivative liability		–		–		1,292
Balance at March 31, 2023	$	–	$	–	$	471,165

Balance at December 31, 2023	$	–	$	–	$	535,653
Additions to derivative liability		–		–		40,668
Change in the fair value of derivative liability		–		–		81,239
Balance at March 31, 2024	$	–	$	–	$	657,559

As a result of issuance of derivative instruments, the Company recorded a derivative liability of $657,559 and $535,653 as of March 31, 2024 and December 31, 2023, Series B Convertible Preferred Stock liability of $619,200 as of March 31, 2024 and December 31, 2023, and Series C Convertible Preferred Stock Liability of $68,400 and $0, as of March 31, 2024 and December 31, 2024, respectively.

Warrants

A summary of the status of the Company’s warrants as of March 31, 2024 and 2023, and changes during the three months then ended, is presented below:

Shares

Under

Warrants

Weighted

Average

Exercise Price

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2022

2,868,397

0.00084

1.4 Years

Issued

–

Expired/Forfeited

–

Outstanding at March 31, 2023

2,868,397

0.00084

1.2 Years

Outstanding at December 31, 2023

2,868,397

0.00084

0.4 Years

Issued

–

Expired/Forfeited

(1,302,897

)

–

Outstanding at March 31, 2024

1,562,500

0.00084

0.4 Years

NOTE 9 – SUBSEQUENT EVENTS

On April 15, 2024, pursuant to the terms of the SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $20,000. The Company paid $400 in selling commissions to complete this financing and $2,000 in purchaser’s legal fees.

On May 28, 2024, the Company filed an amendment to its Articles of Incorporation increasing its authorized common shares to 3,000,000,000.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Basis of Presentation

The financial information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended March 31, 2024 and 2023 gives effect to our acquisition of OXYS Corporation (“OXYS”) on July 28, 2017. In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS. Additionally, all intercompany transactions between the Company and OXYS have been eliminated.

Forward-Looking Statements

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

Factors that may cause differences between actual results and those contemplated by forward-looking statements include those discussed in “Risk Factors” and are not limited to the following:

	·	the impact of conflicts between the Russian Federation and Ukraine and Israel in on our operations;
	·	geo-political events, such as the crisis in Ukraine and Israel, government responses to such events and the related impact on the economy both nationally and internationally;
	·	general market and economic conditions;
	·	our ability to maintain and grow our business with our current customers;
	·	our ability to meet the volume and service requirements of our customers;
	·	industry consolidation, including acquisitions by us or our competitors;
	·	capacity utilization and the efficiency of manufacturing operations;
	·	success in developing new products;
	·	timing of our new product introductions;

	·	new product introductions by competitors;
	·	the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;
	·	product pricing, including the impact of currency exchange rates;
	·	effectiveness of sales and marketing resources and strategies;
	·	adequate manufacturing capacity and supply of components and materials;
	·	strategic relationships with our suppliers;
	·	product quality and performance;
	·	protection of our products and brand by effective use of intellectual property laws;
	·	the financial strength of our competitors;
	·	the outcome of any future litigation or commercial dispute;
	·	barriers to entry imposed by competitors with significant market power in new markets;
	·	government actions throughout the world; and
	·	our ability to service secured debt, when due.

You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

Critical Accounting Policies

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

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 Edge Computing systems for the Industrial Internet. Both companies were, and presently are, early-stage technology startups that are largely pre-revenue in their development phase. HereLab (an entity immaterial to our operations) is also an early-stage technology development company. We received our first revenues in the last quarter of 2017, continued to realize revenues until 2020 when the pandemic hit, and we realized nominal revenues through 2021 to the present.

We develop hardware, software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications. We use domain-specific Artificial Intelligence to solve industrial and environmental challenges. Our engineered solutions focus on common sense approaches to machine learning, algorithm development and hardware and software products.

We use off-the-shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications. We use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time and cost. The software works with the hardware to collect data from the equipment or structure that is being monitored.

We focus on developing insights. We develop algorithms that help our customers create insights from vast data streams. The data collected is analyzed and reports are created for the customer. From these insights, the customer can act to improve their process, product or structure.

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023 (Unaudited)

For the three months ended March 31, 2024, we earned revenues of $2,500 and incurred related cost of sales of $2,125. Our operating expenses were $66,682 which included payroll costs of $50,518, amortization of intangible assets of $12,341, and general and administrative expenses of $3,823. We recorded net other expense of $135,111 consisting of loss of $81,239 due to change in fair market value of derivative liability, gain on a derivative of $28,157 on Series C Convertible Preferred Stock, and interest expense of $82,029. We also recorded $19,200 as preferred stock dividend on convertible preferred stock for the three months ended March 31, 2024. As a result, we incurred a net loss of $220,618 for the three months ended March 31, 2024.

For the three months ended March 31, 2023, we earned revenues of $43,283 and incurred related cost of sales of $16,964. Our operating expenses were $178,405 which included professional fees of $62,662, payroll costs of $86,107, amortization of intangible assets of $12,205, and general and administrative expenses of $17,431. We recorded net other expenses of $9,964 consisting of interest expense of $14,528 and a loss due to change in fair market value of derivative liability of $1,292, offset by interest income on note receivable of $5,856. We also recorded $16,120 as preferred stock dividend on convertible preferred stock for the three months ended March 31, 2023. As a result, we incurred a net loss of $178,170 for the three months ended March 31, 2023.

During the current and prior period, we did not record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.

Revenues earned in Q1 2024 were substantially less than the same period in 2023 (a decrease of 87%). Revenue growth for the rest of 2024 will be challenging given the difficulty in raising additional capital to fuel sales & marketing efforts. Potential future revenue growth depends on our ability to raise said capital and the following factors:

	·	Our DOT Bridge Monitoring Contract ended in December 2023 but our Structural Health Monitoring (“SHM”) vertical is the foundation of our future revenue stream. Discussions continue with our main contractor to the DOT for extension and expansion contracts. Additional prospects with our current DOT state, and DOT contacts in two other northeast states continue to be pursued. Projects with local municipalities in our current northeast state also continue to be prospected.

	·	Our Smart Manufacturing vertical is another potential source of future revenue based on the strong use case developed from our CNC POC and SaaS contracts over the past year. Although the SaaS contract ended in May 2024, the tool cost savings exceeded our projections, and we believe the customer will continue to benefit from the insights we provided. The customer cited conflicting projects and resources as reasons for ending the contract, but will continue to endorse our capabilities and services, including promotional video material previously released and pending. We believe their endorsement and promotional videos are valuable collateral to prospect future Smart Manufacturing CNC business. Additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test are also potential avenues of future revenue streams.

	·	Our strategic partnership continues to be our greatest asset. The strength of our Aingura IIoT, S.L. partnership provides supplemental expertise, equipment and software, which ensures our ability to bring value to our prospective customers.

Despite these positive factors, we continue to face significant headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements due to market conditions. Our CEO and COO have not received any and have accrued all compensation since mid-April 2023 and the lack of funds has severely limited sales and marketing efforts. Our management has secured limited funding from our lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term. Given the current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire us.

We believe we’ve created valuable assets from our business development in these industries, which are strong in both their size and growth. The global smart manufacturing (also known as Industry 4.0) was $108.9 billion in 2023 and will reach $241 billion by 2028 (CAGR 17.2%),^[1] and the worldwide SHM industry is $2.5 billion in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%).^[2]

Given the valuable real-world data we have collected, our Artificial Intelligence (“AI”) Machine Learning algorithms we have developed, strong use cases and marketing collateral developed from our data and algorithms, combined with our prudent operational execution, we believe our company’s assets have potential future revenue growth, that will be attractive to prospective partners interested in an acquisition or merger.

___________________________

^[1] https://www.marketsandmarkets.com/Market-Reports/industry-4-market-102536746.html

^[2] https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html

Liquidity and Capital Resources for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023 (Unaudited)

At March 31, 2024, we reported a cash balance of $1,405 as a result of an increase of $761 from $644 cash balance at December 31, 2023. This increase was primarily as a result of net cash used in operating activities of $761.

Operating Activities

Net cash flows provided by operating activities for the three months ended March 31, 2024 was $761, primarily attributed to the net loss of $220,618, amortization of intangible assets of $12,341, and net increase in operating assets and liabilities of $209,038. The Company recorded changes in operating assets and liabilities primarily attributable to decrease in accounts receivable of $2,960, increase in accounts payable of $1,247, increase in accrued liabilities of $42,805, increase in derivative liabilities of $121,906, increase in shares payable to related parties of $520, and increase in salaries payable to related parties of $39,600.

Net cash flows used in operating activities for the three months ended March 31, 2023 was $61,289, primarily attributed to the net loss of $178,170, stock compensation expense of $825, discount received on note receivable of $925, and amortization of intangible assets of $12,206. The Company recorded changes in operating assets and liabilities of $104,775 primarily attributable to decrease in accounts receivable of $19,048, increase in accounts payable of $38,984, increase in accrued liabilities of $46,648, increase in derivative liabilities of $1,292, increase in shares payable to related parties of $1,735 offset by decrease in unearned interest of $2,932.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2024 and 2023 was $0.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2024 was $0. Net cash provided by financing activities for the three months ended March 31, 2023 was $53,111 primarily due to sale of our common stock of $54,195 and paying $1,084 in costs for raising capital.

As a result of the above activities, the Company recorded an increase of $761 in cash for the three months ended March 31, 2024, and a decrease of $8,178 in cash for the three months ended March 31, 2023, respectively.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s Chief Executive Officer, Clifford L. Emmons, who serves as our principal executive officer, and to the Company’s Interim Chief Financial Officer, Karen McNemar, who serves as our principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Emmons and Ms. McNemar, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2024. Based on their evaluation, Mr. Emmons and Ms. McNemar concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 5. Other Information

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

SEC Ref. No.	Title of Document
10.1*	Debt Exchange Agreement dated February 5, 2024 with Cambridge MedSpace LLC
31.1*	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	Section 1350 Certification of Principal Executive Officer
32.2**	Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

*Filed with this Report.

**Furnished with this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IIOT-OXYS, Inc.


Date: July 12, 2024	By	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer
		(Principal Executive Officer)


Date: July 12, 2024	By	/s/ Karen McNemar
		Karen McNemar, Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.1

DEBT EXCHANGE AGREEMENT

THIS DEBT EXCHANGE AGREEMENT (this “Debt Exchange Agreement”), dated as of February 5, 2024, is entered into by and between IIOT-OXYS, Inc., a Nevada corporation with its principal offices at 705 Cambridge St., Cambridge, MA 01241 (the “Company”), and the noteholder set forth on the signature page hereto (the “Noteholder”).

WHEREAS, as of the date set forth on the signature page hereto, the Noteholder purchased a senior secured convertible promissory note of the Company (the “Convertible Note”) in the principal amount set forth on the signature page hereto, with an interest rate set forth on the signature page hereto, pursuant to the terms of that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), by and among the Company and the Noteholder;

WHEREAS, in order to induce the Noteholder to purchase, the Convertible Note, as provided for in the Securities Purchase Agreement, the Company agreed to grant a security interest to the Noteholder in and to certain collateral of the Company (the “Collateral”) in order to secure the prompt and complete payment, observance and performance of under the Convertible Note, pursuant to the terms of that certain Security Agreement (the “Security Agreement”), by and among the Company and the Noteholder;

WHEREAS, the Convertible Note’s maturity date (as it may have been amended to date, the “Maturity Date”), is set forth on the signature page hereto;

WHEREAS, the Convertible Note’s conversion rate (as it may have been amended to date, the “Conversion Rate”), is set forth on the signature page hereto;

WHEREAS, the aggregate amount of principal and interest that will be due and payable under the Convertible Note as of the Maturity Date (the “Conversion Amount”) is set forth on the signature page hereto; and

WHEREAS, the Company and the Noteholder desire to convert the entire Conversion Amount into the number of shares of Series C Preferred Stock of the Company set forth on the signature page hereto (the “Exchange Shares”), at the Stated Value per Exchange Share (as stated in the Certificate of Designation for the Series C Preferred Stock).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.The Debt Exchange.

(a)Issuance of Exchange Shares; Cancellation of Indebtedness. Subject to the terms and conditions of this Debt Exchange Agreement, at the Closing (as defined below), the Company shall issue the Exchange Shares to the Noteholder in exchange for the cancellation of all indebtedness of the Company owed to the Noteholder as evidenced by the Convertible Note, and for no additional consideration (the “Debt Exchange”).

(b)General Release. Subject to the terms and conditions of this Debt Exchange Agreement, at the Closing (as defined below), the Noteholder hereby releases, waives, discharges and relinquishes any and all rights, claims, demands, contentions and causes of action of every kind, nature, character and description whatsoever, whether known or unknown, suspected or unsuspected, apparent or concealed, fixed or contingent, arising from the Convertible Note, the Securities Purchase Agreement, and the Security Agreement (collectively, the “Debt Documents”) on or before the Closing Date, which it now has or hereafter may be entitled to claim against the Company, its directors, officers, managers, members, agents, attorneys, and employees (the “Released Parties”), including but without limiting the generality of foregoing, all claims arising from or in connection with or otherwise resulting from any matter, event, state of facts, claim, contention or cause whatsoever, occurring or existing in connection with or relating to the Debt Documents on or before the Closing Date (collectively, the “Claims”). The Noteholder agrees that the waiver and release described in this Section 1(b) applies to all Claims, whether or not the Noteholder currently knows about them or suspects that they exist. Notwithstanding anything to the contrary expressed or implied herein, however, none of the foregoing released Claims shall include any claims against a Released Party arising by reason of such Released Party’s breach of this Debt Exchange Agreement. In addition, none of the foregoing releases extend to any breach of the Debt Exchange Agreement, and no remedies for any such breach are being released herein.

(c)Fractional Exchange Shares. The Exchange Shares shall be issued in full satisfaction and payment of all indebtedness of the Company owed to the Noteholder as evidenced by the Convertible Note. In the event that, as a result of the Debt Exchange, fractional Exchange Shares would be required to be issued, such fractional Exchange Shares shall be rounded up or down to the nearest whole share.

(d)Section 3(a)(9) Exchange Offer. It is the intent of the Company that the Debt Exchange be effectuated pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) thereunder, and that, therefore, the holding period of the Convertible Note will, for securities law purposes, be tacked to the holding period of the Exchange Shares. In this regard, the Company covenants to use its best efforts to cause its transfer agent to issue certificates representing shares of Common Stock issued upon the conversion of the Exchange Shares (the “Conversion Shares”) without any restricted legend, and, if required by the transfer agent, to obtain an opinion of counsel addressed to the transfer agent to that effect.

2.Closing Deliveries.

(a)At the Closing, the Company shall deliver to the Noteholder:

(i)book entry shares in the name of the Noteholder, or the Noteholder’s designees, representing the Exchange Shares, free and clear of all lines and encumbrances, together with evidence of the calculation of the number of Exchange Shares contemplated by Section 7; and

(ii)such other documents, certificates or other information as the Noteholder or its counsel may reasonably request.

(b)At the Closing, the Noteholder shall deliver to the Company:

(i)the original Convertible Note, for cancellation. Without limiting the generality of the foregoing, at the Closing, the Noteholder acknowledges that the Exchange Shares include consideration for the payment of all future interest due on or before the Maturity Date under the Convertible Note; and

(ii) such other documents, certificates or other information as the Company or its counsel may reasonably request.

3.The Closing. The closing of the Debt Exchange shall occur as the parties hereto agree upon the satisfaction of the conditions to closing set forth in Section 4 below (other than conditions to be satisfied at Closing) (the “Closing” and, the date on which the Closing actually occurs the “Closing Date”).

4.Conditions to Closing.

(a)Conditions to the Noteholder’s Obligations. The obligations of the Noteholder to consummate the transactions contemplated hereby are subject to the fulfillment by the Company prior to, or at, the Closing of each of the following conditions, any of which may be waived in writing by the Noteholder:

(i)The representations and warranties of the Company contained in Section 5 shall be true and correct on and as of the date of the Closing.

(ii)The Company shall have performed or fulfilled all agreements and obligations contained herein that are required to be performed or fulfilled by the Company prior to the Closing.

(iii)The Company shall have complied with, and the Debt Exchange shall be effective under, all federal and state securities laws applicable to the Debt Exchange. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or any state or foreign country that are required in connection with the Exchange shall be duly obtained and effective.

(iv)All corporate and other proceedings required to be taken by the Company in connection with the Exchange and the other transactions contemplated hereby and all documents incident thereto shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Company on or prior to the Closing shall have been obtained.

(b)Conditions to the Company’s Obligations. The obligations of the Company to consummate the transactions contemplated hereby are subject to the fulfillment by Noteholder prior to, or at, the Closing of each of the following conditions, any of which may be waived in writing by the Company:

(i)The representations and warranties of the Noteholder contained in Section 6 shall be true and correct on and as of the date of the Closing.

(iii)The Noteholder shall have performed or fulfilled all agreements, obligations and conditions contained herein and required to be performed or fulfilled by it before the Closing.

5.Representations and Warranties of the Company. As of the date of this Debt Exchange Agreement and as of the Closing, the Company hereby represents and warrants to the Noteholder that the following representations and warranties are true and complete as of each respective date:

(a)Organization and Standing. The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of the State of Florida, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

(b)Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Debt Exchange Agreement and the other agreements contemplated hereby, to sell and issue the Exchange Shares, and to carry out and perform its obligations under the terms of this Debt Exchange Agreement and the Debt Exchange.

(c)Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the (i) authorization, execution, delivery and performance of this Debt Exchange Agreement, (ii) authorization, sale, issuance and delivery of the Exchange Shares, and (iii) performance of all of the Company’s obligations hereunder, have been taken or will be taken prior to the Closing. This Debt Exchange Agreement has been duly executed by the Company and constitutes (or will constitute) the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

(d)No Conflicts; Consents. The execution, delivery and performance by the Company of this Debt Exchange Agreement and the documents to be delivered hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with the articles of incorporation or bylaws of the Company, as such have been amended to date; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any agreement or other instrument to which the Company is a party, including without limitation the Convertible Note. No consent, approval, waiver or authorization is required to be obtained by the Company from any person in connection with the execution, delivery and performance by the Company of this Debt Exchange Agreement or the consummation of the transactions contemplated hereby or thereby.

(e)Valid Issuance of Stock. The Exchange Shares have been duly authorized and, when issued, sold and delivered in compliance with the provisions of this Debt Exchange Agreement, will be duly and validly issued, fully paid and nonassessable and issued in compliance with applicable federal and state securities laws. The Exchange Shares will be free and clear of any liens or encumbrances; provided, however, that the Exchange Shares shall be subject to restrictions on transfer under state and/or federal securities laws. None of the Exchange Shares will be subject to any preemptive rights or rights of first refusal.

(f)Exemption. It is the intention of the Company that the Debt Exchange be made pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereunder.

(g)Not Acting for Others. The Company acknowledges that the Noteholder is acting in its individual capacity hereunder and not for any other holders of the Company’s outstanding convertible promissory notes, and that accordingly, this Debt Exchange Agreement shall in no way effect the rights of any other holders of the Company’s outstanding convertible promissory notes. The Company further acknowledges that the Noteholder is making no representations, warranties or covenants on behalf of such other holders of the Company’s outstanding convertible promissory notes.

(h)OTC Compliance. The Company is in compliance with applicable continued listing requirements of OTC Pink tier of the OTC Markets (the “OTC Pink”). There are no proceedings pending or, to the Company’s knowledge, threatened against the Company relating to the continued listing of the Common Stock on the OTC Pink and the Company has not received any notice of, nor to the Company’s knowledge is there any basis for, the delisting of the Common Stock from the OTC Pink.

6.Representations and Warranties of the Noteholder. As of the date of this Debt Exchange Agreement and as of the Closing, Noteholder hereby represents and warrants to the Company that the following representations and warranties are true and complete as of each respective date:

(a)Organization and Standing. If the Noteholder is an entity, the Noteholder is duly organized, validly existing and in good standing under, and by virtue of, the laws of its jurisdiction of formation.

(b)Corporate Power. If the Noteholder is an entity, the Noteholder has all power and authority to execute and deliver this Debt Exchange Agreement, purchase the Exchange Shares, effect the Debt Exchange, and carry out and perform its obligations under the terms of this Debt Exchange Agreement and the transactions contemplated hereby.

(c)Authorization. If the Noteholder is an entity, all corporate action on the part of the Noteholder necessary for the authorization, execution, delivery and performance of this Debt Exchange Agreement, the purchase of the Exchange Shares, the Debt Exchange, and the performance of all of the Noteholder’s obligations hereunder have been taken or will be taken prior to the Closing. This Debt Exchange Agreement has been duly executed by the Noteholder and constitutes the valid and legally binding obligation of the Noteholder, enforceable against the Noteholder in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

(d)For the Noteholder’s Account. The Noteholder represents and confirms that the Exchange Shares to be issued to the Noteholder hereunder are being and will be acquired for the Noteholder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof.

(e)Accredited Investor and Investment Experience. The Noteholder is an “Accredited Investor,” as such term is defined in Regulation D promulgated under the Securities Act. The Noteholder represents that is and its representatives are experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development as the Company and that the Noteholder can bear the economic risk of an investment in the Exchange Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Exchange Shares.

7.Calculation of Exchange Shares. The number of Exchange Shares to be issued in the debt Exchange shall equal the Conversion Amount divided by $1,200.00 per share.

8.Covenants.

(a)Removal of Legend. The Company covenants to cause its transfer agent to remove any restrictive legends on the Conversion Shares within two (2) business days of the date when such Conversion Shares are freely transferrable by the Noteholder under Rule 144 of the Securities Act.

(b)Indemnification. Each party shall defend, indemnity and hold harmless the other party and its officers, directors, employees, owners, insurers and agents against all obligations, demands, claims and liabilities claimed or asserted by any other party (collectively, “Claims”) in connection with the transactions contemplated by this Debt Exchange Agreement. The Company agrees to promptly reimburse the Noteholder for its reasonable costs and expenses, including attorneys’ fees and legal expenses, incurred in connection with the enforcement of this Debt Exchange Agreement.

(c)Continuous Listing of Common Shares. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on the OTC Pink, or on a national securities exchange, and, in accordance therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the OTC Pink, or such national securities exchange, as applicable.

9.Termination. This Debt Exchange Agreement may be terminated at any time prior to the Closing:

(a)by the mutual written consent of the Company and the Noteholder;

(b)by the Noteholder by written notice to the Company if the Noteholder is not then in material breach of any provision of this Debt Exchange Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Debt Exchange Agreement that would give rise to the failure of any of the conditions specified in Section 4(a) and such breach, inaccuracy or failure has not been cured by the Company within two (2) days of the Company’s receipt of written notice of such breach from the Noteholder;

(c)by the Company by written notice to the Noteholder if the Company is not then in material breach of any provision of this Debt Exchange Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Noteholder pursuant to this Debt Exchange Agreement that would give rise to the failure of any of the conditions specified in Section 4(b) and such breach, inaccuracy or failure has not been cured by the Noteholder within two (2) days of the Noteholder’s receipt of written notice of such breach from the Company; or

(d)by the Company or the Noteholder in the event that (i) there shall be any law that makes consummation of the transactions contemplated by this Debt Exchange Agreement illegal or otherwise prohibited, or (ii) any governmental authority shall have issued a governmental order restraining or enjoining the transactions contemplated by this Debt Exchange Agreement, and such governmental order shall have become final and non-appealable.

10.Effect of Termination. In the event of the termination of this Debt Exchange Agreement in accordance with Section 9, this Debt Exchange Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(a)as set forth in this Section 10 and Section 9(d) hereof; and

(b)that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

For the sake of clarity, (i) until the Closing, the Convertible Note, and the parties’ rights and obligations thereunder, shall remain in effect in accordance with their respective terms, and (ii) in the event that this Debt Exchange Agreement is terminated, the Convertible Note, and the parties’ rights and obligations thereunder, shall remain in effect in accordance with their respective terms.

11.Miscellaneous.

(a)Survival of Representations, Warranties and Covenants. The warranties, representations and covenants of the Company and of the Noteholder contained in or made pursuant to this Debt Exchange Agreement shall survive the execution and delivery of this Debt Exchange Agreement and the Closing.

(b)Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Debt Exchange Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Debt Exchange Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Debt Exchange Agreement, except as expressly provided in this Debt Exchange Agreement.

(c)Governing Law. This Debt Exchange Agreement is to be construed in accordance with and governed by the internal laws of the State of Nevada without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Nevada.

(d)Counterparts. This Debt Exchange Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures received by pdf shall be deemed to be original signatures.

(e)Titles and Subtitles. The titles and subtitles used in this Debt Exchange Agreement are used for convenience only and are not to be considered in construing or interpreting this Debt Exchange Agreement.

(f)Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Debt Exchange Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile or email, on the date of transmission with receipt of a transmittal confirmation, or (c) if by international courier service, on the second (2nd) business day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. A party may change or supplement the addresses provided in this Debt Exchange Agreement, or designate additional addresses, for purposes of this Section 11(f) by giving the other party written notice of the new address in the manner set forth above.

(g)Amendments and Waivers. Any term of this Debt Exchange Agreement may be amended and the observance of any term of this Debt Exchange Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Noteholder.

(h)Severability. If one or more provisions of this Debt Exchange Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Debt Exchange Agreement and the balance of this Debt Exchange Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(i)Entire Agreement. This Debt Exchange Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the duly authorized representative of the Company, has executed this Debt Exchange Agreement as of the date set forth above.

	COMPANY:

	IIOT-OXYS, INC.


	By: /s/ Karen McNemar
	Name: Karen McNemar
	Title: COO

The undersigned, desiring to enter into the Debt Exchange Agreement, as of the date set forth above, hereby agrees to convert the entire Conversion Amount set forth below into the number of Exchange Shares set forth below. The undersigned specifically acknowledges having read the representations section in the Debt Exchange Agreement entitled “Representations and Warranties of the Noteholder” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned.

NOTEHOLDER (individual)		NOTEHOLDER (entity)
		MedSpace, LLC
Signature		Name of Entity

		/s/ Giro DiBiase
Print Name		Signature

		Giro DiBiase
Signature (if Joint Tenants or Tenants in Common)		Print Name
		Managing Member
		Title

		1/22/2019
Date of Purchase		Date of Purchase

		$55,000
Principal Amount of Convertible Note		Principal Amount of Convertible Note

		5%
Interest Rate (per annum)		Interest Rate (per annum)

		March 1, 2024
Maturity Date		Maturity Date

		$1,200 to 1 share
Conversion Rate		Conversion Rate
		$68,825
Conversion Amount		Conversion Amount
		57
Number of Exchange Shares (@ $1,200.00 per share)		Number of Exchange Shares (@ $1,200.00 per share)

Exhibit 31.1

CERTIFICATIONS

I, Clifford L. Emmons, certify that:

1.	I have reviewed this Form 10-Q quarterly report of IIOT-OXYS, Inc. for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 12, 2024

/s/ Clifford L. Emmons
Clifford L. Emmons, Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Karen McNemar, certify that:

1.	I have reviewed this Form 10-Q quarterly report of IIOT-OXYS, Inc. for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 12, 2024

/s/ Karen McNemar
Karen McNemar, Interim Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of IIOT-OXYS, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive and principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 12, 2024

/s/ Clifford L. Emmons
Clifford L. Emmons, Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 12, 2024

/s/ Karen McNemar
Karen McNemar, Interim Chief Financial Officer
(Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Jul. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-50773
Entity Registrant Name	IIOT-OXYS, INC.
Entity Central Index Key	0001290658
Entity Tax Identification Number	56-2415252
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	705 Cambridge Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	401
Local Phone Number	307-3092
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		555,015,293

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 1,405	$ 644
Accounts receivable, net	2,500	5,460
Prepaid expenses and other current assets	2,306	2,306
Total Current Assets	6,211	8,410
Intangible assets, net	186,744	199,085
Total Assets	192,955	207,495
Current Liabilities
Accounts payable	220,798	219,551
Accrued liabilities	561,589	534,138
Deferred revenue	31,425	31,425
Notes payable – current	380,000	435,000
Shares payable to related parties	15,745	15,225
Salaries payable to related parties	420,179	380,579
Derivative liabilities	657,559	535,653
Total Current Liabilities	2,287,295	2,151,571
Notes payable	13,942	58,988
Due to stockholders	1,000	1,000
Total Liabilities	2,302,237	2,211,559
Commitments and Contingencies (Note 4)
Stockholders' Equity (Deficit)
Preferred stock, value
Common Stock $0.001 Par Value, 3,000,000,000 shares authorized; 555,015,293 shares and 470,015,293 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	555,016	470,016
Additional paid in capital	7,312,291	7,350,291
Accumulated deficit	(10,664,215)	(10,443,597)
Total Stockholders' Equity (Deficit)	(2,796,882)	(2,623,264)
Total Liabilities and Stockholders' Equity	192,955	207,495
Series B Preferred Stock [Member]
Current Liabilities
Derivative liabilities	619,200
Series C Convertible Preferred Stock, 5,000 shares designated, $0.001 Par Value, $1,200 stated value; 57 shares and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Liquidation preference $68,400 and $0 at March 31, 2024 and at December 31, 2023, respectively	619,200	619,200
Series C Preferred Stock [Member]
Current Liabilities
Derivative liabilities	68,400	0
Series C Convertible Preferred Stock, 5,000 shares designated, $0.001 Par Value, $1,200 stated value; 57 shares and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Liquidation preference $68,400 and $0 at March 31, 2024 and at December 31, 2023, respectively	68,400	0
Series A Preferred Stock [Member]
Stockholders' Equity (Deficit)
Preferred stock, value	$ 26	$ 26

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	555,015,293	470,015,293
Common stock, shares outstanding	555,015,293	470,015,293
Series B Preferred Stock [Member]
Temporary Equity, Shares Authorized		600
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary equity, stated value	$ 1,200	$ 1,200
Temporary Equity, Shares Issued	516	454
Temporary Equity, Shares Outstanding	516	454
Temporary Equity, Liquidation Preference	$ 619,200	$ 619,200
Series C Preferred Stock [Member]
Temporary Equity, Shares Authorized	5,000	5,000
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary equity, stated value	$ 1,200
Temporary Equity, Shares Issued	57	0
Temporary Equity, Shares Outstanding	57	0
Temporary Equity, Liquidation Preference	$ 68,400	$ 0
Series A Preferred Stock [Member]
Preferred stock, shares issued	25,845	25,845
Preferred stock, shares outstanding	25,845	25,845

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 2,500	$ 43,283
Cost of Sales	2,125	16,964
Gross Profit	375	26,319
Operating Expenses
General and administrative	54,341	166,200
Amortization of intangible assets	12,341	12,205
Total Operating Expenses	66,682	178,405
Other Income (Expense)
(Loss) on change in FMV of derivative liability	(81,239)	(1,292)
Gain on derivative	28,157	0
Interest income	0	5,856
Interest expense	(82,029)	(14,528)
Total Other Income (Expense)	(135,111)	(9,964)
Net Loss Before Income Taxes	(201,418)	(162,050)
Provision for Income Tax	0	0
Net Loss	(201,418)	(162,050)
Convertible Preferred Stock Dividend	(19,200)	(16,120)
Net Loss Attributable to Common Stockholders	$ (220,618)	$ (178,170)
Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic	$ (0.00)	$ (0.00)
Net Profit (Loss) Per Share Attributable to Common Stockholders - Diluted	$ (0.00)	$ (0.00)
Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic	517,872,436	374,217,262
Weighted Average Shares Outstanding Attributable to Common Stockholders - Diluted	517,872,436	374,217,262

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022			$ 26	$ 352,175	$ 7,141,877	$ (9,307,137)	$ (1,813,059)
Beginning balance, shares at Dec. 31, 2022	25,845	0		352,174,583
Common stock issued for financing commitments				$ 31,603	22,592		54,195
Common stock issued for financing commitments, shares				31,603,364
Sales commissions paid on capital raise					(1,084)		(1,084)
Common stock issued for services				$ 250	575		825
Common stock issued for services, shares				250,000
Common stock issued for conversion of convertible note payable				$ 17,838	15,162		33,000
Common stock issued for conversion of convertible note payable, shares				17,837,838
Net loss						(178,170)	(178,170)
Ending balance, value at Mar. 31, 2023			26	$ 401,866	7,179,122	(9,485,307)	(1,904,293)
Ending balance, shares at Mar. 31, 2023	25,845	0		401,865,785
Beginning balance, value at Dec. 31, 2023			26	$ 470,016	7,350,291	(10,443,597)	(2,623,264)
Beginning balance, shares at Dec. 31, 2023	25,845	0		470,015,293
Common stock issued for conversion of convertible note payables				$ 85,000	(38,000)		47,000
Common stock issued for conversion of convertible note payables, shares				85,000,000
Net loss						(220,618)	(220,618)
Ending balance, value at Mar. 31, 2024			$ 26	$ 555,016	$ 7,312,291	$ (10,664,215)	$ (2,796,882)
Ending balance, shares at Mar. 31, 2024	25,845	0		555,015,293

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities
Net loss	$ (220,618)	$ (178,170)
Adjustments to reconcile net loss to net cash provided by (used) in operating activities
Stock compensation expense for services	0	825
Discount on note receivable	0	(925)
Amortization of intangible assets	12,341	12,205
Changes in Operating Assets and Liabilities
Decrease in accounts receivable	2,960	19,048
Increase in accounts payable	1,247	38,984
Increase in accrued liabilities	42,805	46,649
Increase in derivative liability	121,906	1,292
(Decrease) in unearned interest	0	(2,932)
Increase in shares payable to related parties	520	1,735
Increase in salaries payable to related parties	39,600	0
Net Cash Provided by (Used in) Operating Activities	761	(61,289)
Cash Flows from Investing Activities
Net Cash Used in Investing Activities	0	0
Cash Flows From Financing Activities
Cash received from sale of common stock, net	0	54,195
Cash payments of offering costs	0	(1,084)
Net Cash Provided By Financing Activities	0	53,111
Net Increase (Decrease) in Cash and Cash Equivalents	761	(8,178)
Cash and Cash Equivalents - Beginning of Period	644	33,336
Cash and Cash Equivalents - End of Period	1,405	25,158
Supplement Disclosures of Cash Flow Information
Interest paid	0	0
Income taxes paid	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Conversion of convertible notes payable and derivative liabilities	$ 0	$ 33,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (201,418)	$ (162,050)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

Principles of Consolidation

Use of Estimates

Basic and Diluted Earnings (Loss) Per Common Share

Revenue Recognition

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.

The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Recent Accounting Pronouncements

INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 3 – INTANGIBLE ASSETS

Schedule of intangible assets
	March 31, 2024			December 31, 2023
Intangible Assets	$	495,000		$	495,000
Accumulated amortization		(308,256	)		(295,915	)
Intangible Assets, net	$	186,744		$	199,085

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of March 31, 2024:


	Amortization Expense
2024 (Remainder of the year)	$	37,159
2025		49,500
2026		49,500
2027		49,500
Thereafter		1,085
Total	$	186,744

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Employment Agreement – CEO

Employment Agreement – COO/Interim CFO

CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of March 31, 2024 and December 31, 2023, respectively.


		March 31, 2024 (Unaudited)			December 31, 2023

A.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.	$	205,000		$	205,000

B.	Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company.		–			55,000

D.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.		50,000			50,000

E.	Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The note is secured by substantially all the assets of the Company.		125,000			125,000

G.	Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0009 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. The note is secured by substantially all the assets of the Company.		13,942			58,988
			393,942			493,988
	Less current portion		(380,000	)		(435,000	)
	Long term portion	$	13,942		$	58,988

A. January 18, 2018 Convertible Note and Warrants (“Note A”)

	·	Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1^st Incentive Shares) and the price per 1^st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 1^st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.
	·	Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

B. January 2019 Convertible Note and Warrants (“Note B”)

D. March 2019 Convertible Note and Warrants (“Note D”)

E. August 2019 Convertible Note and Warrants (“Note E”)

G . July 2020 Equity Financing Arrangement (“Note G”)

EARNINGS (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024			2023
Net loss attributable to common stockholders (basic)	$	(220,618	)	$	(178,170	)
Shares used to compute net loss per common share, basic and diluted		517,872,436			374,217,262
Net loss per share attributable to common stockholders, basic and diluted	$	(0.00	)	$	(0.00	)

Schedule of anti-dilutive shares
	As of March 31,
	2024		2023
Warrants to purchase common stock		2,868,397		2,868,397
Potentially issuable shares related to convertible notes payable and convertible preferred stock		718,449,246		370,172,003
Total anti-dilutive common stock equivalents		721,317,643		373,040,400

RELATED PARTIES

3 Months Ended

Mar. 31, 2024

RELATED PARTIES

NOTE 7 – RELATED PARTIES

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8 – STOCKHOLDERS' EQUITY

Common Stock

Stock Incentive Plans

Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 4).

A summary of the status of the Company’s non-vested shares at March 31, 2024 and 2023 and changes during the three months ended, is presented below:

Schedule of non-vested shares
2022 Stock Incentive Plan	Shares of Common Stock		Weighted Average Exercise Price

Balance at December 31, 2022		–	$	–
Awarded		14,300,000		0.006146
Vested		–		–
Forfeited		–		–
Balance at March 31, 2023		14,300,000	$	0.006146

Balance at December 31, 2023		11,200,000	$	0.006146
Awarded		–		–
Vested		–		–
Forfeited		–		–
Balance at March 31, 2024 – (Unvested)		11,200,000	$	0.006146
Balance at March 31, 2024 – (Vested)		3,100,000		–
Total Options outstanding – March 31, 2024		14,300,000	$	0.006146

Preferred Stock

Series A Supervoting Convertible Preferred Stock

Voting Rights:

	A.	If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

	B.	Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

		[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

		Divided by:

		[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

The Company had 25,845 shares of Series A Preferred Stock issued and outstanding at March 31, 2024 and December 31, 2023, respectively.

Series B Convertible Preferred Stock Equity Financing

Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

	·	115% of the stated value if the redemption takes place within 90 days of issuance;
	·	120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance
	·	125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and
	·	each share of Preferred Stock is redeemed one year from the day of issuance

November 19, 2020

December 16, 2020

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years.

December 20, 2021

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years.

February 7, 2022

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years.

March 24, 2022

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.00183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years.

November 17, 2022

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.388%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5 years.

August 24, 2023

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected term of 1.5 years.

Series C Convertible Preferred Stock

Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

March 1, 2024

The following table represents the change in the fair value of the derivative liabilities for the three months ended March 31, 2024 and 2023, respectively.


	Level 1		Level 2		Level 3
Balance at December 31, 2022	$	–	$	–	$	469,873
Change in the fair value of derivative liability		–		–		1,292
Balance at March 31, 2023	$	–	$	–	$	471,165

Balance at December 31, 2023	$	–	$	–	$	535,653
Additions to derivative liability		–		–		40,668
Change in the fair value of derivative liability		–		–		81,239
Balance at March 31, 2024	$	–	$	–	$	657,559

Warrants

A summary of the status of the Company’s warrants as of March 31, 2024 and 2023, and changes during the three months then ended, is presented below:

Shares

Under

Warrants

Weighted

Average

Exercise Price

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2022

2,868,397

0.00084

1.4 Years

Issued

–

Expired/Forfeited

–

Outstanding at March 31, 2023

2,868,397

0.00084

1.2 Years

Outstanding at December 31, 2023

2,868,397

0.00084

0.4 Years

Issued

–

Expired/Forfeited

(1,302,897

)

–

Outstanding at March 31, 2024

1,562,500

0.00084

0.4 Years

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

On May 28, 2024, the Company filed an amendment to its Articles of Incorporation increasing its authorized common shares to 3,000,000,000.

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $2,281,084, net loss incurred for the three months ended March 31, 2024 of $220,618, and has an accumulated deficit of $10,664,215 as of March 31, 2024. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share

Revenue Recognition

Revenue Recognition

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.

The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	March 31, 2024			December 31, 2023
Intangible Assets	$	495,000		$	495,000
Accumulated amortization		(308,256	)		(295,915	)
Intangible Assets, net	$	186,744		$	199,085

Schedule of estimated future amortization expense of intangible assets


	Amortization Expense
2024 (Remainder of the year)	$	37,159
2025		49,500
2026		49,500
2027		49,500
Thereafter		1,085
Total	$	186,744

CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of outstanding balance of convertible notes payable


		March 31, 2024 (Unaudited)			December 31, 2023

A.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.	$	205,000		$	205,000

B.	Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024. The note is secured by substantially all the assets of the Company.		–			55,000

D.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share. The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing. The note is secured by substantially all the assets of the Company.		50,000			50,000

E.	Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024. The note is secured by substantially all the assets of the Company.		125,000			125,000

G.	Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0009 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. The note is secured by substantially all the assets of the Company.		13,942			58,988
			393,942			493,988
	Less current portion		(380,000	)		(435,000	)
	Long term portion	$	13,942		$	58,988

EARNINGS (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net loss per share of common stock


	Three Months Ended March 31,
	2024			2023
Net loss attributable to common stockholders (basic)	$	(220,618	)	$	(178,170	)
Shares used to compute net loss per common share, basic and diluted		517,872,436			374,217,262
Net loss per share attributable to common stockholders, basic and diluted	$	(0.00	)	$	(0.00	)

Schedule of anti-dilutive shares

Schedule of anti-dilutive shares
	As of March 31,
	2024		2023
Warrants to purchase common stock		2,868,397		2,868,397
Potentially issuable shares related to convertible notes payable and convertible preferred stock		718,449,246		370,172,003
Total anti-dilutive common stock equivalents		721,317,643		373,040,400

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of non-vested shares

Schedule of non-vested shares
2022 Stock Incentive Plan	Shares of Common Stock		Weighted Average Exercise Price

Balance at December 31, 2022		–	$	–
Awarded		14,300,000		0.006146
Vested		–		–
Forfeited		–		–
Balance at March 31, 2023		14,300,000	$	0.006146

Balance at December 31, 2023		11,200,000	$	0.006146
Awarded		–		–
Vested		–		–
Forfeited		–		–
Balance at March 31, 2024 – (Unvested)		11,200,000	$	0.006146
Balance at March 31, 2024 – (Vested)		3,100,000		–
Total Options outstanding – March 31, 2024		14,300,000	$	0.006146

Schedule of change in the fair value of the derivative liabilities


	Level 1		Level 2		Level 3
Balance at December 31, 2022	$	–	$	–	$	469,873
Change in the fair value of derivative liability		–		–		1,292
Balance at March 31, 2023	$	–	$	–	$	471,165

Balance at December 31, 2023	$	–	$	–	$	535,653
Additions to derivative liability		–		–		40,668
Change in the fair value of derivative liability		–		–		81,239
Balance at March 31, 2024	$	–	$	–	$	657,559

Schedule of warrant activity

Shares

Under

Warrants

Weighted

Average

Exercise Price

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2022

2,868,397

0.00084

1.4 Years

Issued

–

Expired/Forfeited

–

Outstanding at March 31, 2023

2,868,397

0.00084

1.2 Years

Outstanding at December 31, 2023

2,868,397

0.00084

0.4 Years

Issued

–

Expired/Forfeited

(1,302,897

)

–

Outstanding at March 31, 2024

1,562,500

0.00084

0.4 Years

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Working capital deficit	$ 2,281,084
Net loss	220,618	$ 178,170
Accumulated deficit	$ 10,664,215		$ 10,443,597

INTANGIBLE ASSETS (Details - Intangible assets) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	$ 495,000	$ 495,000
Accumulated amortization	(308,256)	(295,915)
Intangible Assets, net	$ 186,744	$ 199,085

INTANGIBLE ASSETS (Details - Estimated future amortization expense)	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (Remainder of the year)	$ 37,159
2025	49,500
2026	49,500
2027	49,500
Thereafter	1,085
Total	$ 186,744

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, net of amortization	$ 186,744		$ 199,085
Amortization expense	$ 12,341	$ 12,205

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 02, 2022	Mar. 31, 2024	Dec. 31, 2023	Mar. 18, 2022	Mar. 11, 2019	Dec. 14, 2017
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Salaries payable		$ 208,122	$ 199,053
Chief Operating Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Salaries payable		$ 199,827	$ 181,526
Stock Incentive Plan 2017 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest		3,547,788	3,547,788
Stock vested, shares						4,500,000
Stock Incentive Plan 2019 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest		3,530,000	3,530,000
Stock vested, shares					5,000,000
Stock Incentive Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest		3,100,000	3,100,000
Common stock reserved for issuance				20,000,000
Stock Incentive Plan 2022 [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted	7,000,000
Stock Incentive Plan 2022 [Member] \| Chief Executive Officer [Member] \| April 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest	1,500,000
Stock Incentive Plan 2022 [Member] \| Chief Executive Officer [Member] \| April 1, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest	2,500,000
Stock Incentive Plan 2022 [Member] \| Chief Executive Officer [Member] \| April 1, 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vested and/or expected to vest	3,000,000
Stock Incentive Plan 2022 [Member] \| Chief Operating Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock vested, shares	7,000,000
Stock Incentive Plan 2022 [Member] \| Chief Operating Officer [Member] \| April 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock vested, shares	1,500,000
Stock Incentive Plan 2022 [Member] \| Chief Operating Officer [Member] \| April 1, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock vested, shares	2,500,000
Stock Incentive Plan 2022 [Member] \| Chief Operating Officer [Member] \| April 1, 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock vested, shares	3,000,000

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Convertible Notes Payable	$ 393,942	$ 493,988
Less current portion	(380,000)	(435,000)
Long term portion	13,942	58,988
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	205,000	205,000
Convertible Notes Payable One [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	0	55,000
Convertible Notes Payable Two [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	50,000	50,000
Convertible Notes Payable Three [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	125,000	125,000
Convertible Notes Payable Four [Member]
Debt Instrument [Line Items]
Convertible note payable, gross	$ 13,942	$ 58,988

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)				3 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Feb. 05, 2024	Jul. 21, 2023	Apr. 29, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Principal balance payable				$ 393,942		$ 493,988
Note A [Member]
Debt Instrument [Line Items]
Maturity date		Mar. 01, 2024
Interest expense				6,133	$ 6,201
Accrued interest payable				190,601		184,468
Principal balance payable				205,000		205,000
Note B [Member]
Debt Instrument [Line Items]
Maturity date	Mar. 01, 2024
Interest expense				233	693
Accrued interest payable				13,825		13,592
Principal balance payable				0		55,000
Debt converted, amount converted	$ 55,000
Debt converted, interest converted	$ 13,825
Note B [Member] \| Series C Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Debt converted, shares issued	57
Share price	$ 1,200
Note D [Member]
Debt Instrument [Line Items]
Maturity date		Mar. 01, 2024
Interest expense				1,496	1,512
Accrued interest payable				28,193		26,697
Principal balance payable				50,000		50,000
Note E [Member]
Debt Instrument [Line Items]
Interest expense				3,740	3,781
Accrued interest payable				67,430		63,690
Principal balance payable				125,000		125,000
Note G [Member]
Debt Instrument [Line Items]
Maturity date			Apr. 29, 2023
Interest expense				2,027	$ 1,890
Accrued interest payable				73		0
Principal balance payable				13,942		$ 58,988
Debt converted, amount converted				$ 45,045
Debt converted, shares issued				85,000,000
Debt converted, interest converted				$ 1,955

EARNINGS (LOSS) PER SHARE (Details - Per share information) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss attributable to common stockholders (basic)	$ (220,618)	$ (178,170)
Shares used to compute net loss per common share, basic	517,872,436	374,217,262
Shares used to compute net loss per common share, diluted	517,872,436	374,217,262
Net loss per share attributable to common stockholders, basic	$ (0.00)	$ (0.00)
Net loss per share attributable to common stockholders, diluted	$ (0.00)	$ (0.00)

EARNINGS (LOSS) PER SHARE (Details - Antidilutive shares) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common stock equivalents	721,317,643	373,040,400
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common stock equivalents	2,868,397	2,868,397
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common stock equivalents	718,449,246	370,172,003

RELATED PARTIES (Details Narrative) - USD ($)		3 Months Ended
RELATED PARTIES (Details Narrative) - USD ($)	Feb. 05, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 02, 2021
Related Party Transaction [Line Items]
Amount due to stockholders		$ 1,000		$ 1,000
Accounts Payable, Current		220,798		219,551
Note B [Member]
Related Party Transaction [Line Items]
Principal amount				55,000
Debt converted, amount converted	$ 55,000
Debt converted, interest converted	$ 13,825
Maturity date	Mar. 01, 2024
Accrued interest payable		13,825		13,592
Note B [Member] \| Series C Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Debt converted, shares issued	57
Note E [Member]
Related Party Transaction [Line Items]
Principal amount					$ 125,000
Accrued interest payable		67,430		63,690
Rent Payable [Member]
Related Party Transaction [Line Items]
Accounts Payable, Current		1,000		$ 250
Stockholder [Member]
Related Party Transaction [Line Items]
Rent expense		$ 750	$ 750

STOCKHOLDERS' EQUITY (Details - Non-vested shares) - Stock Incentive Plan 2022 [Member] - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock, Beginning balance	11,200,000	0	0
Weighted average exercise price, Beginning balance	$ 0.006146	$ 0	$ 0
Shares of common stock, Awarded	0	14,300,000
Weighted average exercise price, Awarded	$ 0	$ 0.006146
Shares of common stock, Vested	0	0
Weighted average exercise price, Vested	$ 0	$ 0
Shares of common stock, Forfeited	0	0
Weighted average exercise price, Forfeited	$ 0	$ 0
Shares of common stock, Ending balance	11,200,000	14,300,000	11,200,000
Weighted average exercise price, Ending balance	$ 0.006146	$ 0.006146	$ 0.006146
Shares of common stock, Vested	3,100,000
Weighted average exercise price, Vested	$ 0
Shares of common stock, Total options outstanding	14,300,000
Weighted average exercise price, Total options outstanding	$ 0.006146

STOCKHOLDERS' EQUITY (Details - Change in the fair value) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative liability, Beginning balance	$ 535,653
Change in the fair value of derivative liability	(81,239)	$ (1,292)
Derivative liability, Ending balance	657,559
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability, Beginning balance	0	0
Additions to derivative liability	0
Change in the fair value of derivative liability	0	0
Derivative liability, Ending balance	0	0
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability, Beginning balance	0	0
Additions to derivative liability	0
Change in the fair value of derivative liability	0	0
Derivative liability, Ending balance	0	0
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liability, Beginning balance	535,653	469,873
Additions to derivative liability	40,668
Change in the fair value of derivative liability	81,239	1,292
Derivative liability, Ending balance	$ 657,559	$ 471,165

STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares	3 Months Ended		12 Months Ended
STOCKHOLDERS' EQUITY (Details - Warrants) - $ / shares	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Shares under warrants outstanding, beginning balance	2,868,397	2,868,397	2,868,397
Weighted average exercise price outstanding, beginning balance	$ 0.00084	$ 0.00084	$ 0.00084
Weighted average remaining contractual life	4 months 24 days	1 year 2 months 12 days	4 months 24 days	1 year 4 months 24 days
Shares under warrants, issued	0	0
Weighted average exercise price, issued	$ 0	$ 0
Shares under warrants, expired/forfeited	1,302,897	0
Weighted average exercise price, expired/forfeited	$ 0	$ 0
Shares under warrants outstanding, ending balance	1,562,500	2,868,397	2,868,397	2,868,397
Weighted average exercise price outstanding, ending balance	$ 0.00084	$ 0.00084	$ 0.00084	$ 0.00084
Shares under warrants, expired/forfeited	(1,302,897)	0

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)											3 Months Ended		12 Months Ended
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Mar. 01, 2024	Feb. 05, 2024	Aug. 24, 2023	Nov. 17, 2022	Oct. 03, 2022	Mar. 24, 2022	Feb. 07, 2022	Dec. 20, 2021	Dec. 16, 2020	Nov. 19, 2020	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2021	Mar. 18, 2022	Nov. 16, 2020	Jul. 02, 2020	Mar. 11, 2019	Dec. 14, 2017
Class of Stock [Line Items]
Common Stock, Shares Authorized											3,000,000,000		3,000,000,000
Common Stock, Par or Stated Value Per Share											$ 0.001		$ 0.001
Preferred stock, shares authorized											10,000,000		10,000,000
Preferred stock, par value											$ 0.001		$ 0.001
Common Stock, Shares, Outstanding											555,015,293		470,015,293
Stock compensation expense											$ 0	$ 825
Shares issued											3,016,438	2,368,493
Payments of stock issuance costs											$ (0)	$ 1,084
Derivative liability payable											$ 657,559		$ 535,653
Stock Incentive Plan 2017 [Member]
Class of Stock [Line Items]
Shares authorized under the plan																			4,500,000
Stock Incentive Plan 2019 [Member]
Class of Stock [Line Items]
Shares authorized under the plan																		5,000,000
Stock Incentive Plan 2022 [Member]
Class of Stock [Line Items]
Shares authorized under the plan															20,000,000
Stock awarded											0	14,300,000
Common shares vested											0	0
Common shares outstanding, nonvested											11,300,000
Stock compensation expense											$ 519	$ 1,735
Stock Incentive Plan 2022 [Member] \| Advisor [Member]
Class of Stock [Line Items]
Stock awarded					300,000
Stock Incentive Plan 2022 [Member] \| Officer [Member]
Class of Stock [Line Items]
Stock awarded											7,000,000
Shares issued											747,945
Stock Incentive Plan 2022 [Member] \| Director [Member]
Class of Stock [Line Items]
Stock awarded											7,000,000
Shares issued												739,726
Note F [Member]
Class of Stock [Line Items]
Debt converted, amount converted											$ 45,045
Accrued interest											$ 1,955
Debt converted, shares issued											85,000,000
Note B [Member]
Class of Stock [Line Items]
Debt converted, amount converted		$ 55,000
Interest expense											$ 233	$ 693
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized																	15,600
Preferred stock, par value																	$ 0.001
Preferred stock, shares outstanding											25,845		25,845
Preferred stock, shares issued											25,845		25,845
Series A Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued December 2021 [Member]
Class of Stock [Line Items]
Number of shares sold														51
Common Stock [Member] \| Stock Incentive Plan 2022 [Member]
Class of Stock [Line Items]
Common shares vested											3,000,000		3,000,000
Series A Supervoting Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding											25,845
Preferred stock, shares issued											25,845		25,845
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized													600			600
Preferred stock, par value											$ 0.001		$ 0.001			$ 0.001
Preferred stock, stated value											$ 1,200		$ 1,200			$ 1,200
Derivative liability payable											619,200
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued November 2020 [Member]
Class of Stock [Line Items]
Number of shares issued, shares										45
Stock issued new, value										$ 45,000
Derivative liability payable										103,267	79,297		72,667
Derivative loss on derivative										58,267
Interest expense										39,000
Mezzanine derivative liability										39,000	84,000		84,000
Amortization expenses										$ 45,000
Loss on derivative liability											6,630	199
Preferred stock dividend expense											2,513	2,485
Preferred stock dividend payable											33,913		31,400
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued November 2020 [Member] \| Commitment Fee [Member]
Class of Stock [Line Items]
Number of shares issued, shares										25
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued November 2020 [Member] \| Additional Sale [Member]
Class of Stock [Line Items]
Number of shares issued, shares										70
Proceeds from sale of equity										$ 45,000
Payments of stock issuance costs										$ 900
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued December 2020 [Member]
Class of Stock [Line Items]
Number of shares issued, shares									85
Proceeds from sale of equity									$ 85,000
Payments of stock issuance costs									1,700
Derivative liability payable									106,241		96,290		88,238
Derivative loss on derivative									21,241
Interest expense									17,000
Mezzanine derivative liability									17,000		102,000		102,000
Amortization expenses									$ 85,000
Loss on derivative liability											8,051	242
Preferred stock dividend expense											3,052	3,018
Preferred stock dividend payable											40,275		37,223
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued December 2021 [Member]
Class of Stock [Line Items]
Number of shares issued, shares								51
Proceeds from sale of equity								$ 51,000
Payments of stock issuance costs								$ 1,000
Derivative liability payable											70,338		52,943
Mezzanine derivative liability											61,200		61,200
Loss on derivative liability											17,395	145
Preferred stock dividend expense											1,831	1,811
Preferred stock dividend payable											16,740		14,909
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued February 2022 [Member]
Class of Stock [Line Items]
Number of shares issued, shares							51
Proceeds from sale of equity							$ 51,000
Payments of stock issuance costs							1,000
Derivative liability payable											57,774		52,943
Derivative loss on derivative							14,025
Mezzanine derivative liability							10,200				61,200		61,200
Amortization expenses							51,000
Loss on derivative liability											4,831	145
Preferred stock dividend expense											1,831	1,810
Preferred stock dividend payable											15,754		13,923
Initial derivative liability							65,025
Interest expense							$ 10,200
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued March 2022 [Member]
Class of Stock [Line Items]
Number of shares issued, shares						136
Proceeds from sale of equity						$ 136,000
Payments of stock issuance costs						2,720
Derivative liability payable											154,064		141,182
Derivative loss on derivative						192,422
Mezzanine derivative liability						27,200					163,200		163,200
Amortization expenses						136,000
Loss on derivative liability											12,882	387
Preferred stock dividend expense											4,883	4,829
Preferred stock dividend payable											39,597		34,715
Initial derivative liability						328,422
Interest expense						$ 27,200
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued November 2022 [Member]
Class of Stock [Line Items]
Number of shares issued, shares				61
Proceeds from sale of equity				$ 61,000
Payments of stock issuance costs				1,220
Derivative liability payable											84,130		63,324
Mezzanine derivative liability				12,200							73,200		73,200
Amortization expenses				61,000
Loss on derivative liability											20,805	174
Preferred stock dividend expense											2,190	2,166
Preferred stock dividend payable											12,033		9,843
Initial derivative liability				54,072
Interest expense				12,200
Day one gain on derivative				$ 6,928
Series B Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued August 2023 [Member]
Class of Stock [Line Items]
Number of shares issued, shares			62
Proceeds from sale of equity			$ 62,000
Payments of stock issuance costs			1,240
Derivative liability payable											70,285		64,411
Mezzanine derivative liability			12,400								74,400
Amortization expenses			62,000
Loss on derivative liability											5,874	0
Preferred stock dividend expense											2,226	$ 0
Preferred stock dividend payable											5,381		$ 3,155
Initial derivative liability			61,679
Interest expense			12,400
Day one gain on derivative			$ 321
Series C Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Issued March 2024 [Member]
Class of Stock [Line Items]
Derivative liability payable											45,438
Mezzanine derivative liability	$ 68,825										68,400
Amortization expenses	68,825
Loss on derivative liability											4,770
Preferred stock dividend expense											675
Preferred stock dividend payable											$ 675
Initial derivative liability	40,668
Interest expense	425
Gain on derivative liability	28,157
Series C Convertible Preferred Stock [Member] \| Note B [Member]
Class of Stock [Line Items]
Debt converted, shares issued		57
Preferred stock, stated value		$ 1,200
Series C Convertible Preferred Stock [Member] \| Note B [Member] \| Issued March 2024 [Member]
Class of Stock [Line Items]
Debt converted, amount converted	$ 55,000
Debt converted, shares issued	57
Debt converted, interest converted	$ 13,825
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											5,000		5,000
Preferred stock, par value											$ 0.001		$ 0.001
Preferred stock, stated value											$ 1,200
Derivative liability payable											$ 68,400		$ 0

IIOT OXYS (PK) (USOTC:ITOX)
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