Mail Stop 4561
                                                           May 18, 2018

Giro DiBiase
Chief Executive Officer
IIOT-OXYS, Inc.
705 Cambridge Street
Cambridge, MA 02141

       Re:    IIOT-OXYS, Inc.
              Amendment No. 2 to Registration Statement on Form S-1
              Filed April 25, 2018
              File No. 333-222311

Dear Mr. DiBiase:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our February 26,
2018 letter.

General

1.     We note your response to prior comment 1 and your disclosure that the
OXYS SEA was
       effective on July 28, 2017 where you acquired 100% of the issued voting
shares of
       OXYS in exchange for 34,687,244 shares of the company's common stock. We
also note
       that you were a shell company from January 1, 2009 until July 28, 2017.
As such, we
       continue to believe that because your selling shareholders recently
received the shares
       being offered for resale, including shares issued or sold on a day when
you were still a
       shell company, and these shares appear to represent almost all of your
outstanding shares
       held by non-affiliates, it appears that your selling shareholders are
underwriters. See
       SEC Release 33-8869 (2007). Under the Release, Rule 144 is not available
for the resale
       of securities initially issued by shell companies. This is because
shareholders who
       receive shares from a shell company are considered underwriters with
respect to their
       resales until the company is no longer a shell company and adequate
information (Form
 Giro DiBiase
IIOT-OXYS, Inc.
May 18, 2018
Page 2

       10 information) has been available to the market for a period of twelve
months. Until the
       company satisfies these conditions, the selling shareholders will be
deemed to be
       underwriters. Because the offering is deemed to be an indirect primary
offering by the
       company through the selling shareholders, the offering price of the
shares being sold
       must be fixed for the duration of the offering. Accordingly, please
revise your disclosure
       in the prospectus cover page, prospectus summary, plan of distribution
and elsewhere
       throughout the prospectus as applicable. Also include the undertaking
required by Item
       512(a)(6) of Regulation S-K.

Risk Factors

The majority of our sales come from a small number of customers..., page 2

2.     We note your response to prior comment 3 and your revised disclosure
where you state
       that "[t]wo of [your] customers are large automotive companies, and the
third major
       customer is a state government. To date, these customers have generated
all [your]
       revenues." Please specify the percentage of revenues each of your
customers account for;
       and, where applicable, discuss the material terms of the agreement with
each of the
       customers.

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

Liquidity and Capital Resources, page 16

3.     We note your response to prior comment 6 and your revised disclosure
where you state
       that "we anticipate being able to maintain current operations for six
months; however, we
       expect additional funding within three months." Please expand to discuss
the additional
       funding you are expecting within three months, including the source(s)
of the funding and
       whether you have entered into any agreements with respect to such
funding. To the
       extent the funding is not assured, please revise to so state.

Results of Operations for the Year Ended December 31, 2017..., page 17

4.     We note your response to prior comment 5. Please expand your disclosure
to provide a
       more robust discussion of your results of operations including the
drivers behind the
       significant changes in individual income and expense line items. For
example, please
       discuss the primary drivers of your revenue growth. Refer to Item
303(a)(3) of
       Regulation S-K and SEC Interpretive Release 33-8350.
 Giro DiBiase
IIOT-OXYS, Inc.
May 18, 2018
Page 3

Competition, page 25

5.     We note your response to prior comment 9. Please provide us with support
for your
       statement that "[t]he first comes from large companies such as IBM, GE,
Amazon,
       Google etc. who all have their efforts in IIoT. However, these large
companies are cloud
         computing centric and they are trying to move towards edge devices
from their present
       position of being solely cloud computing based."

Selling Stockholders, page 31

6.     We note your response to prior comment 13. Please revise to state that
Mr. Mattia is a
       statutory underwriter.

Item 15. Recent Sales of Unregistered Securities, page II-2

7.     We note your response to prior comment 14. Please file the consulting
agreements with
       DATHNA Partners LLC, Draco Financial LLC and Accelerate Health Care
Innovations
       or tell us why you believe they are not material. Refer to Item 601(b)
of Regulation S-K.

Exhibit 5.1, Legal Opinion

8.     We refer to the fifth paragraph of the legal opinion. An opinion of
counsel with respect
       to a jurisdiction in which counsel is not admitted to practice is
acceptable so long as the
       opinion is not qualified as to jurisdiction. In this regard, please have
counsel revise the
       following statements:

                "I am counsel admitted to practice in the in the State of Utah.
I am not engaged in
               the practice of law in the State of Nevada; however, I am
generally familiar with
               the Nevada Revised Statutes as currently in effect and have made
such inquiries
               as I consider necessary to render the opinions contained
herein."

               "I express no opinion as to the applicable laws of any
jurisdiction other than those
               of the State of Utah, the State of Nevada only to the extent
they relate to the
               Nevada Revised Statutes and the federal laws of the United
States."

               "For purposes of this opinion letter, I have assumed that the
applicable laws of all
               other applicable jurisdictions are the same as the laws of the
State of Utah."

       Refer to Staff Legal Bulletin No. 19 (CF) Section II.B.3(b) for
guidance.
 Giro DiBiase
IIOT-OXYS, Inc.
May 18, 2018
Page 4

       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael Foland,
Attorney-Advisor, at (202) 551-6711 or me at (202) 551-3673 with any other
questions.

                                                          Sincerely,

                                                          /s/ Folake Ayoola

                                                          Folake Ayoola
                                                          Special Counsel,
Office of
                                                          Information
Technologies and
                                                          Services

cc:    Ronald Vance
       Vance, Higley & Associates, P.C.