Withdrawal of Registration Statement (rw)
04 Fevereiro 2021 - 5:28PM
Edgar (US Regulatory)
February 4, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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IIOT-OXYS, Inc. – Withdrawal of Registration Statement on Form S-1 (Registration No. 333-249318)
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Ladies and Gentlemen:
Pursuant to Rule 477
of the Securities Act of 1933, as amended (the “Securities Act”), IIOT-OXYS, Inc., a Nevada corporation (the
“Company”), respectfully requests the withdrawal of its Registration Statement on Form S-1 (File No. 333-249318),
together with all amendments and exhibits thereto (collectively, the “Registration Statement”), filed with the
Securities and Exchange Commission (the “Commission”) on October 5, 2020, with such request to be approved effective
as of the date hereof. The Registration Statement was not declared effective by the Commission and no securities have been sold
or issued thereunder.
The Registration Statement
registered the resales of shares of the Company’s common stock to be issued to GHS Investments LLC (“GHS”)
pursuant to an Equity Financing Agreement (the “Equity Financing Agreement”) dated July 29, 2020. The Company
has decided to withdraw the Registration Statement at this time due to its Common Stock being quoted on OTC Pink and the Company
believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors,
as contemplated by Rule 477(a) of the Securities Act.
The Company requests
that in accordance with Rule 457(p) of the Securities Act that all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the Company for future use.
We appreciate your
assistance, and should you need any additional information, please feel free to contact our outside counsel, Brian Higley of Business
Legal Advisors, LLC at (801) 634-1984.
Very truly yours,
/s/ Clifford L. Emmons
Name: Clifford L. Emmons
Title: Chief Executive Officer
IIOT-OXYS, Inc.
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cc:
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Brian Higley (Business Legal Advisors, LLC)
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IIOT OXYS (PK) (USOTC:ITOX)
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