Seperately Filed Delaying Amendment Under Securities Act Rule 473 to Delay Effectiveness of a 1933 Act Registration Statement (del Am)
28 Luglio 2022 - 10:08PM
Edgar (US Regulatory)
IIOT-OXYS, INC.
705 Cambridge St.
Cambridge, MA 02141
July 28, 2022
VIA EDGAR
U.S. Securities &
Exchange Commission
Division of Corporation
Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: |
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IIOT-OXYS, Inc. |
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Registration Statement on Form
S-1
Filed July 27, 2022 |
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File
No. 333-266351 |
Ladies and Gentlemen:
Reference is made to that Registration Statement
on Form S-1 (File No. 333-266351) filed by IIOT-OXYS, Inc. (the “Company”) with the Securities and Exchange Commission
on July 27, 2022 (the “Registration Statement”). Pursuant to Rule 473(a) of the Securities Act of 1933, as amended
(the “Act”), the following delaying amendment language, prescribed by Rule 473(a) of the Act, is hereby incorporated into
the cover page of the Registration Statement:
The Registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The Company requests that the Staff contact Brian
Higley of Business Legal Advisors, LLC by telephone at (801) 634-1984 with any questions or comments.
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Sincerely, |
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IIOT-OXYS, INC. |
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/s/ Clifford L. Emmons |
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Clifford L. Emmons |
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Chief Executive Officer |
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