Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial


           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On January 22, 2018, IIOT-OXYS, Inc., a Nevada corporation (the "Company"), issued a Senior Secured Convertible Promissory Note in the principal amount of $500,000 to Sergey Gogin (the "2018 Note"). In addition, on March 6, 2019, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $50,000 to YVSGRAMORAH LLC (the "2019 Note" and, together, with the 2018 Note, each, a "Note" or, together, the "Notes").

On March 14, 2022, the Company entered into amendments to each of the Notes effective March 1, 2022 which extended the maturity dates to March 1, 2023.

On March 1, 2023, the Notes matured without payment by the Company and the Notes went into default. Under the Notes, the Company had ten Trading Days (as defined in the Notes) to cure the defaults; however, the Company failed to do so.

Due to the defaults, under the Notes, the outstanding principal plus liquidated damages, interest and other amounts owing through the date of acceleration, are now, at the holder's election, immediately due and payable in cash. Commencing ten Trading Days after the occurrence of the defaults (i) the principal amounts on each Note were increased 20%, (ii) the number of warrant shares exercisable pursuant to warrants previously issued to the Note holders were increased from 50% to 100%, and (iii) the Note holders have the right to appoint a Board member to join the Company's Board of Directors.

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