Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

Wytec International, Inc. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: September 30, 2024

or

☐ 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: 333-215496

Wytec International, Inc.

(Exact Name of registrant as specified in its charter)

Nevada	46-0720717
(State or other jurisdiction of	(IRS Employer I.D. No.)
incorporation)

19206 Huebner Rd., Suite 202

San Antonio, TX 78258

(Address of principal executive offices and Zip Code)

(210) 233-8980

(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
Common Stock	WYTC	OTCQB

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 past 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 and posted 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 and post such files).

Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒

As of October 30, 2024, there were 16,713,230shares outstanding of the registrant's common stock.

WYTEC INTERNATIONAL, INC.

FORM 10-Q

September 30, 2024

Table of Contents

	Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	3
	Statements of Operations for the Three and Nine Months ended September 30, 2024 and September 30, 2023 (unaudited)	4
	Statements of Stockholders' Deficit for the Three and Nine Months ended September 30, 2024 and September 30, 2023 (unaudited)	5
	Statements of Cash Flows for the Nine Months ended September 30, 2024 and September 30, 2023 (unaudited)	7
	Notes to Financial Statements (unaudited)	8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4.	CONTROLS AND PROCEDURES	26
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	27
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4.	MINE SAFETY DISCLOSURES	28
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	29
	SIGNATURES	31

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

WYTEC INTERNATIONAL, INC.

BALANCE SHEETS

(Unaudited)

		September 30,			December 31,
		2024			2023
Assets
Current assets:
Cash		$	101,452			$	564,760
Inventory			30,041				30,303
Accounts receivable			5,600				-
Other current asset			5,518				-
Total current assets			142,611				595,063
Property and equipment, net			6,054				26,205
Investment in limited liability company			600,000				600,000
Operating lease, right-of-use assets			101,343				-
Total assets		$	850,008			$	1,221,268
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses		$	419,929			$	391,104
Accounts payable, related party			314,571				253,771
Other payable			335,000				335,000
Operating lease, right-of-use obligation, current portion			70,301				-
Contract liability			10,079				21,394
Notes payable, current portion			2,835				21,609
Convertible promissory notes, current portion			55,000				364,515
Promissory notes, shareholders			710,000				710,000
Total current liabilities			1,917,715				2,097,393
Long-term liabilities:
Convertible promissory notes, long term portion			250,000				-
Operating lease, right-of-use obligation, long term portion			31,741				-
Total long-term liabilities			281,741				-
Total liabilities			2,199,456				2,097,393
Commitments and contingencies (See Note M)
Stockholders' deficit:
Preferred stock, par value $0.001per share, 20,000,000shares authorized:
Series A convertible preferred stock, par value $0.001per share, 4,100,000shares designated,100,000shares issued and 0shares outstanding at September 30, 2024 and December 31, 2023			100				100
Series B convertible preferred stock, par value $0.001per share, 6,650,000shares designated, 44,535shares issued and 0shares outstanding at September 30, 2024 and December 31, 2023			45				45
Series C convertible preferred stock, par value $0.001per share, 1,000shares designated, 0and 1,000shares issued and outstanding at September 30, 2024 and December 31, 2023			-				1
Common stock, par value $0.001per share, 495,000,000shares authorized, 16,732,030shares and 13,288,692shares issued and outstanding at September 30, 2024 and December 31, 2023			16,730				13,287
Additional paid-in capital			32,604,075				30,558,906
Accumulated deficit			(33,724,898	)			(31,109,214	)
Repurchased shares			(80,000	)			(80,000	)
Subscriptions payable			93,750				-
Treasury stock:
Series A convertible preferred stock, at cost, 100,000shares			(179,368	)			(179,368	)
Series B convertible preferred stock, at cost, 44,535shares			(79,882	)			(79,882	)
Total stockholders' deficit			(1,349,448	)			(876,125	)
Total liabilities and stockholders' deficit		$	850,008			$	1,221,268

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

		For the Three Months Ended			For the Nine Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
Revenues		$	88,034			$	201,826			$	128,146			$	245,046
Cost of revenues			30,617				129,718				55,570				165,664
Gross profit			57,417				72,108				72,576				79,382
Expenses:
Selling, general and administrative			546,622				496,147				2,301,202				1,135,131
Research and development			150,653				-				308,764				-
Depreciation			5,333				10,514				22,050				32,203
Operating expenses, net			702,608				506,661				2,632,016				1,167,334
Operating loss			(645,191	)			(434,553	)			(2,559,440	)			(1,087,952	)
Other expense:
Interest expense			18,681				65,382				56,244				170,466
Total other expense			18,681				65,382				56,244				170,466
Net loss		$	(663,872	)		$	(499,935	)		$	(2,615,684	)		$	(1,258,418	)
Weighted average number of common shares outstanding - basic and fully diluted			15,647,457				12,239,615				14,276,203				12,211,216
Net loss per share - basic and fully diluted		$	(0.04	)		$	(0.04	)		$	(0.18	)		$	(0.10	)

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2024 and 2023

(Unaudited)

		Class A			Class B			Class C									Class A Preferred
		Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Treasury Stock
		Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Balance, January 1, 2024			100,000			$	100				44,535			$	45				1,000			$	1				13,288,692			$	13,287				100,000			$	(179,368	)
Conversion of notes payable into common stock			-				-				-				-				-				-				65,956				66				-				-
Warrants exercised for cash			-				-				-				-				-				-				59,504				60				-				-
Cashless warrant exercised			-				-				-				-				-				-				46,250				47				-				-
Stock issued to existing holders			-				-				-				-				-				-				154,840				155				-				-
Extension of warrants			-				-				-				-				-				-				-				-				-				-
Stock issued for board member compensation			-				-				-				-				-				-				-				-				-				-
Net loss for the three months ended March 31, 2024			-				-				-				-				-				-				-				-				-				-
Balance, March 31, 2024			100,000			$	100				44,535			$	45				1,000			$	1				13,615,242			$	13,615				100,000			$	(179,368	)
Warrants exercised for cash			-				-				-				-				-				-				71,723				69				-				-
Stock issued for board member compensation			-				-				-				-				-				-				-				-				-				-
Net loss for the three months ended June 30, 2024			-				-				-				-				-				-				-				-				-				-
Balance, June 30, 2024			100,000			$	100				44,535			$	45				1,000			$	1				13,686,965			$	13,684				100,000			$	(179,368	)
Conversion of series C shares for common shares			-				-				-				-				(1,000	)			(1	)			3,000,000				3,000				-				-
Conversion of note payable into common shares			-				-				-				-				-				-				5,005				5				-				-
Stock issued for board member compensation			-				-				-				-				-				-				-				-				-				-
Issuance of stock owed			-				-				-				-				-				-				37,500				38				-				-
Warrants exercised for cash			-				-				-				-				-				-				2,560				3				-				-
Warrants issued as compensation			-				-				-				-				-				-				-				-				-				-
Net loss for the three months ended September 30, 2024			-				-				-				-				-				-				-				-				-				-
Balance, September 30, 2024			100,000			$	100				44,535			$	45				-			$	-				16,732,030			$	16,730				100,000			$	(179,368	)
Balance, January 1, 2023			100,000			$	100				44,535			$	45				1,000			$	1				12,195,166			$	12,194				100,000			$	(179,368	)
Net loss for the three months ended March 31, 2023			-				-				-				-				-				-				-				-				-				-
Balance, March 31, 2023			100,000			$	100				44,535			$	45				1,000			$	1				12,195,166			$	12,194				100,000			$	(179,368	)
Conversion of note payables into common stock			-				-				-				-				-				-				20,879				21				-				-
Cancellation of subscription payable			-				-				-				-				-				-				-				-				-				-
Net loss for the three months ended June 30, 2023			-				-				-				-				-				-				-				-				-				-
Balance, June 30, 2023			100,000			$	100				44,535			$	45				1,000			$	1				12,216,045			$	12,215				100,000			$	(179,368	)
Conversion of note payables into common stock			-				-				-				-				-				-				32,873				33				-				-
Net loss for the three months ended September 30, 2023			-				-				-				-				-				-				-				-				-				-
Balance, September 30, 2023			100,000			$	100				44,535			$	45				1,000			$	1				12,248,918			$	12,248				100,000			$	(179,368	)

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2024 and 2023

(Unaudited)

(Continued)

		Class B Preferred Treasury Stock			Additional Paid-in			Repurchased			Subscriptions			Accumulated			Total Stockholders'
		Shares			Amount			Capital			Shares			Payable			Deficit			Deficit
Balance, January 1, 2024			44,535			$	(79,882	)		$	30,558,906			$	(80,000	)		$	-			$	(31,109,214	)		$	(876,125	)
Conversion of notes payable into common stock			-				-				329,713				-				-				-				329,779
Warrants exercised for cash			-				-				297,460				-				-				-				297,520
Cashless warrant exercised			-				-				(47	)			-				-				-				-
Stock issued to existing holders			-				-				774,045				-				-				-				774,200
Extension of warrants			-				-				21,285				-				-				-				21,285
Stock issued for board member compensation			-				-				-				-				93,750				-				93,750
Net loss for the three months ended March 31, 2024			-				-				-				-				-				(1,370,357	)			(1,370,357	)
Balance, March 31, 2024			44,535			$	(79,882	)		$	31,981,362			$	(80,000	)		$	93,750			$	(32,479,571	)		$	(729,948	)
Warrants exercised for cash			-				-				358,544				-				-				-				358,613
Stock issued for board member compensation			-				-				-				-				93,750				-				93,750
Net loss for the three months ended June 30, 2024			-				-				-				-				-				(581,455	)			(581,455	)
Balance, June 30, 2024			44,535			$	(79,882	)		$	32,339,906			$	(80,000	)		$	187,500			$	(33,061,026	)		$	(859,040	)
Conversion of series C shares for common shares			-				-				(2,999	)			-				-				-				-
Conversion of note payable into common shares			-				-				25,021				-				-				-				25,026
Stock issued for board member compensation			-				-				-				-				93,750				-				93,750
Issuance of stock owed			-				-				187,462				-				(187,500	)			-				-
Warrants exercised for cash			-				-				12,797				-				-				-				12,800
Warrants issued as compensation			-				-				41,888				-				-				-				41,888
Net loss for the three months ended September 30, 2024			-				-				-				-				-				(663,872	)			(663,872	)
Balance, September 30, 2024			44,535			$	(79,882	)		$	32,604,075			$	(80,000	)		$	93,750			$	(33,724,898	)		$	(1,349,448	)
Balance, January 1, 2023			44,535			$	(79,882	)		$	25,118,101			$	(80,000	)		$	25,400			$	(27,798,203	)		$	(2,981,612	)
Net loss for the three months ended March 31, 2023			-				-				-				-				-				(361,529	)			(361,529	)
Balance, March 31, 2023			44,535			$	(79,882	)		$	25,118,101			$	(80,000	)		$	25,400			$	(28,159,732	)		$	(3,343,141	)
Conversion of note payables into common stock			-				-				104,378				-				-				-				104,399
Cancellation of subscription payable			-				-				-				-				(25,400	)			-				(25,400	)
Net loss for the three months ended June 30, 2023			-				-				-				-				-				(396,954	)			(396,954	)
Balance, June 30, 2023			44,535			$	(79,882	)		$	25,222,479			$	(80,000	)		$	-			$	(28,556,686	)		$	(3,661,096	)
Conversion of note payables into common stock			-				-				164,737				-				-				-				164,770
Net loss for the three months ended September 30, 2023			-				-				-				-				-				(499,935	)			(499,935	)
Balance, September 30, 2023			44,535			$	(79,882	)		$	25,387,216			$	(80,000	)		$	-			$	(29,056,621	)		$	(3,996,261	)

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Nine Months
		Ended September 30,
		2024			2023
Cash flows from operating activities
Net loss		$	(2,615,684	)		$	(1,258,418	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			22,050				32,203
Stock based compensation			1,118,623				-
Non-cash lease expense			39,018				12,280
Reversal of stock based compensation			-				(25,400	)
Decrease (increase) in operating assets
Accounts receivable			(5,600	)			1,500
Inventory			262				60,862
Other current asset			(5,518	)			-
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses			49,113				41,975
Accounts payable, related party			60,800				(17,737	)
Contract liability			(11,315	)			17,480
Operating lease liability			(38,318	)			(12,376	)
Net cash used in operating activities			(1,386,569	)			(1,147,631	)
Cash flows from investing activities
Purchase of equipment			(1,899	)			-
Net cash used in investing activities			(1,899	)			-
Cash flows from financing activities
Proceeds from promissory notes, shareholders			-				75,000
Proceeds from issuance of convertible promissory notes			275,000				1,410,000
Payments on notes payable			(18,773	)			(21,159	)
Proceeds received for convertible promissory note to be issued			-				40,000
Proceeds from exercise of warrants			668,933				-
Net cash provided by financing activities			925,160				1,503,841
Net increase (decrease) in cash			(463,308	)			356,210
Cash - beginning of period			564,760				93,748
Cash - end of period		$	101,452			$	449,958
Supplemental disclosures:
Interest paid		$	7,207			$	5,533
Non-cash investing and financing activities:
Conversion of accrued interest and note payable into common stock		$	354,805			$	320,684
ROU assets and operating lease obligations recognized		$	140,361			$	-

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles ("U.S. GAAP"), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ended December 31, 2024. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Description of Business: Wytec International, Inc. ("Wytec," "we," "our," "us," or the "Company"), a Nevada corporation, is a designer and developer of patented small cell technology, which we call the "LPN-16," and wide area networks designed to support 5G network deployments across the United States. Wytec offers in-building cellular (known as a distributed antenna system, "DAS") and private Long-term Evolution ("private LTE") solutions utilizing multiple vendors through Synnex Corporation, a leading distributor and solutions aggregator hosting more than 22,000 technology vendors. Concurrently, Wytec plans to commercialize a multichannel transmission product that integrates in-building cellular, private LTE, and gunshot detection services with its LPN-16 in the third quarter of 2024. Wytec was previously involved in the sale of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to commercial and enterprise clients and was also engaged in the sale of Federal Communications Commission ("FCC") registered links participating in the 70 and 80 gigahertz licensed frequency program (the "Program"). The Program allowed qualified individuals to own a segment of the "backhaul" infrastructure of Wytec's city-wide business deployment.

Basis of Accounting: The accompanying financial statements have been prepared by the Company's management in accordance with U.S. GAAP and applied on a consistent basis.

Revenue Recognition. Revenue is recognized by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.

The Company earns revenues from contracts with customers for sales and installation of cellular enhancement equipment and support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. Revenue from the installation of systems, which management believes have an alternative use, is recognized upon customer acceptance. This assessment, at contract inception, is based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management's estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. During the nine months ended September 30, 2024 and 2023, all sales and installation revenue was recognized when the installation was completed, per Company policy.

Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is representative of the pattern of delivery on the Company's obligation under these agreements.

The Company has applied the practical expedient that permits the Company to recognize revenue without regard to significant financing components based on the Company's expectations about the transfer of services and the receipt of payment from customers. The effect of this practical expedient is not material to the Company's financial statements.

Sales tax is recorded on a net basis and excluded from revenue.

Inventory: Inventory is stated at the lower of cost or selling price less costs to complete and sell. Specific identification is used to track inventory and record cost of goods sold when the inventory is sold.

Operating Leases Right-of-use Assets and Operating Lease Obligations: If we determine that an arrangement is or contains a lease, we recognize a right-of-use ("ROU") asset and lease obligation at the commencement date of the lease. ROU assets represent our right to use an underlying asset for the lease term and lease obligations represent our lease payments arising from the lease. Operating lease ROU assets and obligations are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Stock Based Compensation: The Company measures stock-based compensation expense for stock awards at the grant date, based on the fair value-based measurement of the award, and the expense is recorded over the related service period, generally the vesting period, net of estimated forfeitures. The Company calculates the fair value-based measurement of warrants using the Black-Scholes valuation model and the simplified method and recognizes expense using the straight-line attribution approach.

Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company's common stock, the expected life of the warrants and stock price volatility. The fair value of the Company's common stock is determined by the Board reasonably and in good faith with an independent valuation review, which requires judgmental inputs and assumptions such as cash flow projections, peer company comparisons, market data, growth rates and discount rate.

The expected term of the warrant is estimated using the contractual life as the Company has no historical information from which to develop reasonable expectations about future exercise patterns. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of warrants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.

Cost Method Investment: Investments made by the Company are currently classified as cost method investment, or investments that do not hold any significant influence or control and do not have a readily-determinable fair value. As the investment does not have a readily-determinable fair value and as the investment is not into an investment fund, the measurement alternate approach, in accordance with ASC 321, is used to measure the fair value of the investment. The measurement alternate approach is defined as cost, less impairment, adjusted (increased or decreased) for information about fair value of the investment from observable price changes, whenever those occur.

NOTE B - GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $33,724,898at September 30, 2024, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months from the date of this report. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

In addition, the Company expects to have ongoing requirements for capital investment to implement its business plan. Finally, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which it operates.

Since inception, operations have primarily been funded through private placements of equity and convertible debt. Management expects to continue to seek additional funding through private or public sources. The Company's ability to continue as a going concern is ultimately dependent on its ability to generate sufficient cash from operations to meet cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance that the Company will be successful in these efforts. These factors, among others, indicate substantial doubt that the Company will be able to continue as a going concern for a period of one year from the filing of these financial statements. Managements' plan is to raise additional funding through a capital raise associated with a public offering and/or additional private capital raises.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern.

As of September 30, 2024, our cash balance was $101,452. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, including revenue from our installation contracts with the Texas school districts, private placements of our capital stock, exercise of warrants, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period, but do not anticipate generating sufficient revenues to meet our working capital requirements. Consequently, we intend to attempt to find sources of additional capital in the future to fund our growth and expansion through additional equity or debt financing or credit facilities. There is no assurance that we will be able to meet our working capital requirements through the private placement of equity or debt or from any other source. We estimate that we will need approximately $3,400,000 of capital or financing over the next twelve months to fund our planned operations.

NOTE C - REVENUE AND ACCOUNTS RECEIVABLE

The Company recognizes revenue in accordance with its accounting policy described in NOTE A - SIGNIFICANT ACCOUNTING POLICIES. The Company invoices customers and recognizes accounts receivable in an amount it expects to receive from the customer. The Company has contracted payment terms with its customer of Net 30 days. The Company recognized revenue from performance obligations satisfied as of a point in time and over time as disaggregated in the table below.

Timing of Revenue Recognition

		For the Three Months Ended			For the Nine Months Ended
		September 30,			September 30,			September 30,			September 30,
		2024			2023			2024			2023
Point in Time		$	84,210			$	194,887			$	105,110			$	225,387
Over Time			3,824				6,939				23,036				19,659
		$	88,034			$	201,826			$	128,146			$	245,046

The Company earns revenues from in-building cellular systems and network services. Revenues from the sale and installation of in-building cellular systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $84,210and $194,887during the three months ended September 30, 2024 and 2023, respectively and $105,110and $225,387during the nine months ended September 30, 2024 and 2023, respectively. The contracts for the sale of in-building cellular systems generally include the performance obligation to sell and install (including testing, commissioning, and integration services) equipment. The amount of revenue earned related to the sales of equipment was $66,210and $143,897during the three months ended September 30, 2024 and 2023, respectively, and $77,410and $156,397during the nine months ended September 30, 2024 and 2023, respectively. The amount of revenue earned related to installation and other services was $18,000and $50,990during the three months ended September 30, 2024 and 2023, respectively, and $27,700and $68,990during the nine months ended September 30, 2024 and 2023, respectively. The performance obligation for the sale of equipment is deemed to be satisfied on the date the customer takes physical possession of the equipment and has control of the equipment. For installation, testing, commissioning and integration services, the Company measures progress toward complete satisfaction of the performance obligations ratably as the services are performed.

Revenues from network and other services totaled $3,824and $6,939during the three months ended September 30, 2024 and 2023, respectively, and $23,036and $19,659during the nine months ended September 30, 2024 and 2023, respectively. Network service revenues are recognized each month as services are rendered.

The Company's contracts for support services are typically for terms of one year or less. The aggregate amount of contract performance obligation as of September 30, 2024 that the Company expects to recognize over the next year is $10,079.

The Company is under no obligation and is not in the practice of providing customers with returns, rebates, discounts, or refunds. The Company, accordingly, does not recognize these obligations at the time of revenue recognition. The Company may receive future consideration from customers who enter into support agreements. Those services are delivered as of a point in time when the customer requests the service. Future consideration as described is excluded from the transaction price calculated for support agreement performance obligations.

NOTE D - INVESTMENT IN LIMITED LIABILITY COMPANY

The Company made an investment into another company in the amount of $600,000during the year ended December 31, 2023. The investment is classified as a cost method investment as the fair value of the investment is not readily determinable. The investment is valued as cost, less impairment, adjusted for any observable price changes. For the nine months ended September 30, 2024, there were no distributions received and the Company determined that no impairment existed at September 30, 2024.

NOTE E - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

		September 30,			December 31,
		2024			2023
Telecommunication equipment and computers		$	299,885			$	299,943
Vehicle			23,805				23,805
Office furniture and fixtures			9,029				9,325
Less: Accumulated depreciation			(326,665	)			(306,868	)
		$	6,054			$	26,205

Depreciation expense for the three months ended September 30, 2024 and 2023 was $5,333and $10,514, respectively. Depreciation expense for the nine months ended September 30, 2024 and September 30, 2023 was $22,050and $32,203, respectively.

NOTE F - DEBT

The Company's debt consists of the following:

		September 30,			December 31,
		2024			2023
Notes payable to a financial institution, at 8.75% per annum, with the equipment purchased pledged as collateral and varying due dates through November 2024		$	2,835			$	21,609
Unsecured promissory note payable to a director of the Company, at 7% per annum, due in February 2025			625,000				625,000
Unsecured promissory note payable to the president of the Company, at 5% per annum, due in April 2025			10,000				10,000
Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2024			55,000				364,515
Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025			250,000				-
Unsecured promissory note payable to a shareholder, at 9.5% per annum, due on December 31, 2024			50,000				50,000
Unsecured promissory note payable to the president of the Company, at 7% per annum, due on March 31, 2025			25,000				25,000
Total		$	1,017,835			$	1,096,124

In February 2020, we issued a note in the amount of $625,000bearing simple interest at a rate of 7% per annum to Mr. Christopher Stuart, a director of the Company, initially due in August 2021. The note, as amended, contains a feature that allows the Company to extend the maturity date up to six months, seven times, in the Company's sole discretion. This note was issued along with 62,500common stock purchase warrants that were determined to have a fair market value of $80,053on the issuance date, which was recorded as a debt discount and amortized over the term of the notes, being fully amortized by year end December 31, 2021. The Company has exercised all seven extensions extending the maturity date of the note to February 13, 2025.

In October 2021, the president of the Company loaned the Company $10,000pursuant to an unsecured promissory note initially due on October 21, 2022. The note bears simple interest at a rate of 5% per annum. The note was amended in October 2022 to extend the maturity date to October 21, 2023and in November 2023 to extend the maturity date to October 21, 2024. The maturity date of the note, as amended, may be extended by an additional six months in the sole discretion of the Company up to two times. The Company has exercised one extension extending the maturity date of the note to April 21, 2025.

In January 2023, the president of the Company loaned the Company $25,000pursuant to an unsecured promissory note due on March 31, 2024. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to two times. The Company has exercised both extensions extending the maturity date of the note to March 31, 2025.

In February 2023, we commenced an offering of up to $25,000,000 of 9.5% secured convertible promissory notes ("2023 Notes") pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the "2023 Offering"). The 2023 Notes together with all accrued and unpaid interest will be payable on or before December 31, 2024 and will be secured by a perfected recorded first priority security interest in the Company's LP-16 patent. If the Company's common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding Notes will automatically be converted into shares of the Company's common stock at a rate equal to the price per share in the public offering. If the Notes have not otherwise been automatically converted into shares of the Company's common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2023 Notes into shares of the Company's common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting Noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00 (the "2023 Warrants"). The 2023 Warrants will be exercisable until December 31, 2024 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company's public trading price if the Company's securities are trading on a public securities trading market. The Company issued a total of $2,289,515of 2023 Notes pursuant to this offering, which ended in December 2023, including $1,925,000of which was converted into common stock and 2023 Warrants during the year ended December 31, 2023 and $309,515of which was converted into common stock and 2023 Warrants during the nine months ended September 30, 2024.

In July 2024, we commenced an offering of up to $10,000,000 of 9.5% secured convertible promissory notes ("2024 Notes") pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended. The 2024 Notes together with all accrued and unpaid interest will be payable on or before December 31, 2025 and will be secured by a perfected recorded subordinate security interest in the Company's LP-16 patent. If the Company's common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding 2024 Notes will automatically be converted into shares of the Company's common stock at a rate equal to the price per share in a public offering or, in the event of a direct listing of the Company's common stock, the reference price on the closing date of the listing. If the 2024 Notes have not otherwise been automatically converted into shares of the Company's common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2024 Notes into shares of the Company's common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00. These warrants will be exercisable until December 31, 2025 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company's public trading price if the Company's securities are trading on the NASDAQ Capital Markets. As of September 30, 2024, the Company issued a total of $275,000of 2024 Notes pursuant to this offering, including $50,000of which was purchased by Mr. Christopher Stuart, a director of the Company, and $25,000of which was converted into common stock and 2024 Warrants during the three months ended September 30, 2024.

Future principal payments of debt outstanding as of September 30, 2024 for the twelve month periods ended September 30 are as follows:

2025		$	767,835
2026			250,000
Total Debt		$	1,017,835

NOTE G - REPURCHASE AGREEMENT

In April 2020, we entered into a Repurchase and General Release Agreement with one shareholder pursuant to which we promised to pay the amount of $200,000 due on December 31, 2020 in exchange for 40,000 shares of common stock and 40,000 shares of Series B Preferred Stock (which shares automatically converted into 40,000 shares of common stock in April 2022). The agreement stated that the Company was to make $10,000 monthly installments with the balance payable on the maturity date. The agreement contains a feature that allows the Company to extend the maturity date of the amount payable to March 31, 2021 in the Company's sole discretion, and if the Company exercises this option, the $10,000 monthly installments will continue until the extended maturity date on which date the remaining balance will be due. During the quarter ended December 31, 2020, the Company extended the maturity date under the terms of the agreement to March 2021. The Company made payments in the amount of $80,000during the period, however, the shareholder has not properly returned the shares so they may be canceled. As the shares had not been properly returned, the Company is not obligated, per the agreement, to pay any monies and the $80,000 was paid in good faith that the shares would be returned. The Company is pursuing action against the shareholder to get the shares returned or get the monies paid returned. Until such time, the $80,000payments have been recorded as a reduction of additional paid in capital.

NOTE H - LEASES

Short-Term Leases

The Company leased its office space on a month-to-month basis until February 29, 2024. Total lease expense related to this short-term lease was $-0- and $18,300for the three months ended September 30, 2024 and September 30, 2023, respectively, and $12,200and $54,900for the nine months ended September 30, 2024 and 2023.

Operating Leases

The Company leases its office space and leased data centers under operating leases. The leases for the data centers were cancelled as of June 20, 2023. For the three month period ended September 30, 2024 and 2023, operating lease expense under these lease totaled $19,200and $-0- respectively, and for the nine months ended September 30, 2024 and 2023, operating lease expense totaled $44,800and $5,355, respectively.

The remaining weighted average lease term is 1.41years and the weighted average discount rate is 9.5% as of September 30, 2024.

Future minimum lease payments as of September 30, 2024 are as follows:

2025		$	77,000
2026			32,500
Total minimum lease payments			109,500
Less: imputed interest			(7,458	)
Present value of minimum lease payments		$	102,042
Less: current portion of lease obligation			70,301
Long-term lease obligation		$	31,741

NOTE I - WARRANTS

The Company has common stock purchase warrants outstanding at September 30, 2024 to purchase 2,499,467shares of common stock, all of which are exercisable until various dates through October 11, 2026. The warrants are exercisable at the following amounts and rates: 2,000,000are exercisable on a cash or cashless basis at an exercise price of $1.00 per share, 92,500are exercisable on a cash or cashless basis at an exercise price of $5.00 per share, 64,606are exercisable for cash at an exercise price of $5.00 per share and 342,361 are exercisable for cash at an exercise price of the greater of (i) $5.00 per share or (ii) 85% of the average closing price of our common stock, as quoted on the public securities trading market on which our common stock is then traded with the highest volume, for ten (10) consecutive trading days immediately prior to the date of exercise.

To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and the prior transaction method approaches and determined a fair value of $5.00 before July 30, 2024 and at trading value after being listed on July 30, 2024. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issue with maturity dates through October 11, 2026, volatility estimates between 27.27% to 29.69% and risk-free rates 4.50% to 5.07% in the period.

During June 2023, the Company issued 10,879common stock purchase warrants ("Warrants") pursuant to its offering of up to up to $25,000,000 of 9.5% secured convertible promissory notes ("Notes") pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the "2022 Offering"), and 10,0002023 Warrants along with 20,879shares of common stock upon the conversion of a total of $104,386of Notes, 2023 Notes, and accrued interest. The total value of the Warrants and 2023 Warrants, which $14,667and was recorded as additional paid in capital.

During the third quarter of 2023, the Company issued 32,873Warrants along with 32,873shares of common stock upon the conversion of $164,394of Notes and accrued interest. The total value of the Warrants was $13,597and was recorded as additional paid in capital.

During October 2023, the Company issued 25,000common stock purchase warrants as compensation to the director of operations of the Company. The total cost of the warrants was $38,611, which was recorded as additional paid in capital and which was reduced by $1,487during the quarter ended March 31, 2024 because the warrants were amended and restated in February 2024 to correct the expiration date from December 31, 2026 to October 11, 2026.

During the fourth quarter of 2023, the Company issued 38,716common stock purchase warrants, 47,765Warrants, and 385,3362023 Warrants along with 472,375shares of common stock upon the conversion of a total of $2,342,621of promissory notes, Notes, 2023 Notes, and accrued interest. The total value of the common stock purchase warrants, Warrants, and 2023 Warrants was $37,520, which was recorded as additional paid in capital.

During December 2023, the Company issued 71,233common stock purchase warrants along with 71,233shares of common stock upon the conversion of a convertible promissory note in the principal amount of $320,242(the "New ERI Note") bearing interest at a rate of 9.5% per annum, due and payable on or before December 31, 2023, owned by Eagle Rock Investments, L.L.C., a limited liability company of which a majority of the outstanding equity is owned by Christopher Stuart, a director of the Company ("ERI"), or a total of $356,167of principal and accrued interest. The total value of the common stock purchase warrants was $12,265, which was recorded as additional paid in capital.

During December 2023, the Company issued 85,784common stock purchase warrants along with 85,784shares of common stock upon the conversion of a convertible promissory note in the principal amount of $385,658(the "New Stuart Note") bearing interest at a rate of 9.5% per annum, due and payable on or before December 31, 2023, owned by Mr. Christopher Stuart, a director of the Company, or a total of $428,921of principal and accrued interest. The total value of the common stock purchase warrants was $14,770, which was recorded as additional paid in capital.

In December 2023, the Company extended the expiration date of all warrants expiring on December 31, 2023 to January 31, 2024. Due to the modification of the warrants, the difference between the fair value of the modified warrants and the fair value of the warrants immediately before modification was recorded as a warrant expense, which was only applicable to service warrants. Total incremental increase in the warrants was $3,471, which was recorded as stock compensation expense and is included in the general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2023.

During December 2023, the Company issued a total of 121,173shares of the Company's common stock upon the exercise of 8,092Warrants, 100,8642023 Warrants, and 12,217other common stock purchase warrants by several investors at an exercise price of $5.00 per share or a total of $605,866in proceeds.

During December 2023, the Company issued a total of 20,893shares of the Company's common stock upon the cashless exercise of a total of 37,700common stock purchase warrants by several investors.

In January 2024, the Company extended the expiration date of 2,000,000 common stock purchase warrants owned by the president of the Company, to December 31, 2025. Due to the modification of the warrants, the difference between the fair value of the modified warrants and the fair value of the warrants immediately before the modification was recorded as a warrant expense, which was only applicable to service warrants. The total incremental increase in the warrants was $22,772.

During the first quarter of 2024, the Company issued 65,9562023 Warrants along with 65,956shares of common stock upon the conversion of $309,515of 2023 Notes and $20,264of accrued interest. The total value of the 2023 Warrants was $69,818and was recorded as additional paid in capital.

In January 2024, the Company issued a total of 52,409shares of the Company's common stock upon the cashless exercise of 94,607common stock purchase warrants by Mr. Christopher Stuart, a director of the Company. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $262,045.

In January 2024, the Company issued a total of 28,738shares of the Company's common stock upon the cashless exercise of 51,875common stock purchase warrants by ERI. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $143,690.

In January 2024, the Company issued a total of 119,943shares of the Company's common stock upon the cashless exercise of 179,272common stock purchase warrants by thirteen investors. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $368,465.

In January 2024, the Company issued a total of 59,504shares of the Company's common stock upon the exercise of 5,731Warrants, 41,2002023 Warrants and, 12,573other common stock purchase warrants by a total of six investors at an exercise price of $5.00 per share for total proceeds of $297,520.

In January 2024, the Company extended the expiration date of 85,784 common stock purchase warrants owned by Mr. Christopher Stuart and 71,233 common stock purchase warrants owned by ERI from January 31, 2024 to December 31, 2024.

In May 2024, the Company issued 800shares of the Company's common stock upon the exercise of 8002023 Warrants by one investor at an exercise price of $5.00 per share for total proceeds of $4,000.

In May 2024, the Company made an offer to existing warrant holders who obtained their warrants upon the conversion of their 9.5% convertible promissory notes pursuant to which such warrant holders who agreed, on or before May 31, 2024, to exercise at least 50% of their warrants on or before June 30, 2024 would receive (i) an extension of the expiration date of the balance of such warrants to December 31, 2025 (ii) removal of the following language related to the exercise price of the warrants "provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market (the "Measurement Date"), the amount per Share payable to exercise this Warrant shall thereafter be the greater of (i) $5.00 or (ii) 85% of the average closing price that is quoted on said trading market (if more than one, the one with the then highest trading volume), during the ten (10) consecutive trading days immediately prior to the Measurement Date" `and (iii) payment of the legal expense to remove the 144 legend, after the applicable holding period, for both the shares issuable upon the exercise of such warrants and the shares issued upon the conversion of their 9.5% convertible promissory notes. Pursuant to this offer, in May 2024, the Company issued a total of 71,723shares of the Company's common stock upon the exercise of 35,3062023 Warrants and 35,617other common stock purchase warrants by a total of eight investors, including ERI, at an exercise price of $5.00 per share for total proceeds of $354,615and extended the expiration date to December 31, 2025 and adjusted the exercise price to $5.00 per share of 35,3062023 Warrants and 35,616other common stock purchase warrants. The fair value of the modifications to the warrants was $50,553and has been recorded as additional paid-in-capital, net of equity issuance costs of the same amount which resulted in a net effect of zero.

In July 2024, the Company issued 25,000common stock purchase warrants to the director of operations of the Company at an exercise price of $5.00 per share exercisable on a cash or cashless basis until December 31, 2025 and 25,000common stock purchase warrants to a service provider of the Company at an exercise price of $5.00 per share exercisable on a cash or cashless basis at any time until December 31, 2025. The total value of these warrants was $41,888and was recorded as stock compensation and additional paid in capital.

In July 2024, the Company issued 2,560shares of the Company's common stock upon the exercise of 2,5602023 Warrants by one investor at an exercise price of $5.00 per share for total proceeds of $12,800.

In August 2024, the Company issued a total of 5,0052024 Warrants along with 5,005shares of common stock upon the conversion of $25,000of 2024 Notes and $26.00 of accrued interest. The total value of the 2024 Warrants was $25,021and was recorded as additional paid in capital.

The following is a summary of activity and outstanding common stock warrants:

		# of Warrants
Balance, December 31, 2023			2,925,596
Warrants granted			120,961
Warrants exercised			(459,541	)
Warrants expired/cancelled			(87,549	)
Balance, September 30, 2024			2,499,467
Exercisable, September 30, 2024			2,499,467

As of September 30, 2024, the outstanding and exercisable warrants have a weighted average remaining term of 0.32years and have an estimated $3,000,000aggregate intrinsic value. The intrinsic value is calculated by taking the difference between the exercise price and the closing stock price as of September 30, 2024 multiplied by the number of warrants.

NOTE J - STOCKHOLDERS' EQUITY

During the second quarter of 2023, the Company issued a total of 20,879shares of the Company's common stock along with 20,879common stock purchase warrants upon the conversion of $50,000of Notes, $50,000of 2023 Notes, and $4,399of accrued interest. The total value of the common stock purchase warrants was $17,792, which was recorded as additional paid in capital.

During the second quarter of 2023, the Company cancelled the 5,000subscription payable shares owed pursuant to the Consulting Agreement. The subscription payable shares were originally recorded upon the signing of that certain consulting agreement by and between the Company and a consultant, dated October 1, 2021 (the "Consulting Agreement"), but were never issued. Subsequently, the Company entered into the recession agreement with the consultant (the "Recession Agreement") which rescinded and terminated the Consulting Agreement. Accordingly, the subscription payable shares have been removed.

During the third quarter of 2023, the Company issued a total of 32,423shares of common stock and 32,423Warrants upon the conversion of $150,000of Notes and $14,367of accrued interest. The total value of the Warrants was $13,597, which was recorded as additional paid in capital.

During the fourth quarter of 2023, the Company issued a total of 629,392shares of common stock, 48,323Warrants, 385,3362023 Warrants, and 195,733other common stock purchase warrants upon the conversion of $212,000of Notes, $1,875,000of 2023 Notes, the $320,242New ERI Note, the $385,658New Stuart Note, $180,000of other notes, and $168,391of accrued interest. The total value of the Warrants, 2023 Warrants, and other common stock purchase warrants was $356,872, which was recorded as additional paid in capital.

During the fourth quarter of 2023, the Company issued a total of 121,173shares of common stock upon the exercise of 8,092Warrants, 100,8642023 Warrants, and 12,217other common stock purchase warrants at an exercise price of $5.00per share for total proceeds of $605,866.

During December 2023, the Company issued a total of 20,893shares of the Company's common stock upon the cashless exercise of 37,700common stock purchase warrants by several investors.

During December 2023, the Company issued a total of 268,295shares to the Company's directors as compensation valued at $1,383,493for current and past services performed.

In January 2024, the Company issued a total of 52,409shares of the Company's common stock upon the cashless exercise of 94,607common stock purchase warrants by Mr. Christopher Stuart, a director of the Company. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $262,045.

In January 2024, the Company issued a total of 28,738shares of the Company's common stock upon the cashless exercise of 51,875common stock purchase warrants by ERI. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $143,690.

In January 2024, the Company issued a total of 119,943shares of the Company's common stock upon the cashless exercise of 179,272common stock purchase warrants by thirteen investors. Subsequently, the Company determined the fair value utilized to determine the number of shares issued was not indicative of recent common stock transactions. Accordingly, the Company recorded additional compensation expense of $368,465.

In May 2024, the Company issued 800shares of the Company's common stock upon the exercise of 8002023 Warrants by one investor at an exercise price of $5.00 per share for total proceeds of $4,000.

In May 2024, in conjunction with the Company's offer to existing warrant holders described in Note I, the Company issued a total of 70,923shares of the Company's common stock upon the exercise of 35,3062023 Warrants and 35,617other common stock purchase warrants by a total of eight investors, including ERI, at an exercise price of $5.00 per share for total proceeds of $354,615.

In May 2024, the Company authorized the issuance of a total of 18,750shares of common stock to the Company's directors as compensation for services rendered during the first quarter of 2024, valued at a total of $93,750. These shares were issued in July 2024.

In July 2024, the Company issued a total of 18,750shares of common stock to the Company's directors as compensation for services rendered during the second quarter of 2024, valued at a total of $93,750.

In July 2024, the Company issued a total of 2,560shares of common stock for the exercise of 2,5602023 Warrants for total proceeds of $12,800.

In August 2024, the Company issued 3,000,000shares of common stock to the president of the Company in exchange for 1,000shares of Series C Preferred Stock in accordance with that certain exchange agreement, dated October 6, 2022, as amended on November 15, 2022 and July 30, 2024.

In August 2024, the Company issued a total of 5,005shares of common stock and 5,0052024 Warrants upon the conversion of $25,000of 2024 Notes and $26.00 of accrued interest. The total value of the 2024 Warrants was $125, which was recorded as additional paid in capital.

NOTE K - RELATED PARTY TRANSACTIONS

The Company has an accounts payable balance owed to Richardson & Associates in the amount of $253,772as of September 30, 2024, and $253,772as of December 31, 2023. The Company incurred expense of $0and $7,188with Richardson & Associates during the nine months ended September 30, 2024 and 2023, respectively. Mark Richardson is the owner of Richardson & Associates and he was a director of Wytec International, Inc. from September 2019 until November 2023.

In 2021, ERI loaned the Company a total of $250,000and made a line of credit in the amount of $250,000available to the Company until December 31, 2022. In June 2022, ERI loaned the Company an additional $50,000pursuant an unsecured promissory note. In October 2022, we entered into the ERI Agreement with ERI, pursuant to which ERI exchanged the two above referenced promissory notes ($300,000principal and $20,242accrued but unpaid interest) for a convertible promissory note in the principal amount of $320,242. The line of credit also expired with no amounts drawn upon it. The New ERI Note, along with associated accrued interest, was converted into shares of common stock and common stock purchase warrants during the year ended December 31, 2023 for a total of 71,233shares and 71,233warrants. In May 2024, ERI exercised 35,617warrants in accordance with the Company's offer to existing warrant holders described in Note I for a total of 35,617shares and the expiration date and exercise price of the remaining 35,616 warrants were adjusted to December 31, 2025 and $5.00 per share, respectively.

In August 2023, ERI purchased $100,000of 2023 Notes. This 2023 Note, along with associated accrued interest, was converted into shares of common stock and common stock purchase warrants during the year ended December 31, 2023 for a total of 20,640shares and 20,6402023 Warrants. In May 2024, ERI exercised 10,3202023 Warrants in accordance with the Company's offer to existing warrant holders described in Note I for a total of 10,320shares and the expiration date and exercise price of the remaining 10,320 2023 Warrants were adjusted to December 31, 2025 and $5.00 per share, respectively.

In January 2022, the Company issued 40,000warrants to purchase up to 40,000shares of Wytec's common stock on a cash or cashless basis to ERI in consideration for making the $250,000line of credit available to Wytec. In January 2024, these warrants were exercised on a cashless basis for a total of 22,159shares.

In February 2020, Mr. Christopher Stuart, a director of the Company, purchased 12.5 units, each unit consisting of $50,0007% promissory notes and five thousand common stock purchase warrants pursuant to a prior private placement made by the Company. The accrued interest on the 7% promissory note was credited to ERI and converted into units every six months at the conversion rate of $5.00per unit, each unit consisting of one share of common stock and one common stock purchase warrant, pursuant to the Company's prior private placement of units or a total of 13,125 units through August 31, 2021. In December 2021, ERI exercised 8,750of these common stock purchase warrants at an exercise price of $5.00per share or a total $43,750for 8,750shares of the Company's common stock. The note, as amended, contains a feature that allows the Company to extend the maturity date up to six months up to seven times, in the Company's sole discretion. The Company has exercised all seven extensions extending the maturity date of the note to February 13, 2025.

In February 2022, Mr. Stuart purchased for $175,000a unit, consisting of (i) a $175,000 7% promissory note with a maturity date of August 31, 2023 and (ii) 17,500 common stock purchase warrants exercisable on a cash or cashless basis until December 31, 2024 at an exercise price of $5.00 per share, offered by the Company in its private placement pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, commenced by the Company in February 2022. In April 2022, Mr. Stuart loaned the Company $100,000pursuant to an unsecured promissory note and, in September 2022, Mr. Stuart loaned the Company an additional $100,000 pursuant to an unsecured promissory note. In October 2022, we entered into the Stuart Agreement with Mr. Stuart pursuant to which Mr. Stuart exchanged the three above referenced promissory notes ($375,000 principal and $10,658 accrued but unpaid interest) for a convertible promissory note in the principal amount of $385,658. See NOTE E - DEBT for a description of the Stuart Agreement. This New Stuart Note, along with associated accrued interest, was converted into shares of common stock and common stock purchase warrants during the year ended December 31, 2023 for a total of 85,784shares and 85,784warrants.

In November and December 2022, we borrowed a total of $150,000from Mr. Stuart pursuant to unsecured convertible promissory notes, as amended in December 2023, to allow us to extend the maturity date of the notes by up to three additional six month periods instead of two additional six month periods as set forth in the original notes in consideration for permitting the optional conversion of the notes and possible issuance of warrants as below described. The notes bear simple interest at a rate of 7% per annum and initially matured on June 30, 2023. The Company exercised one extension for each note extending the maturity date of the notes to December 31, 2023. In accordance with the December 2023 amendments, Mr. Stuart has the option to elect at any time until the maturity date to convert all or any portion of the outstanding principal and accrued interest on these promissory notes into shares of our common stock at a rate equal to $5.00per share and immediately upon the conversion, Mr. Stuart will be issued a number of new warrants from Wytec equal to the dollar amount of the conversion divided by $5.00. The warrants will be exercisable on a cash or cashless until December 31, 2023 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of Wytec's public trading price if Wytec's securities are trading on a public securities trading market. These notes, along with associated accrued interest, were converted into shares of common stock and common stock purchase warrants during the year ended December 31, 2023 for a total of 32,107shares and 32,107warrants. In January 2024, these warrants were exercised on a cashless basis for a total of 17,786shares.

In August 2023, Mr. Stuart purchased $100,000of 2023 Notes. This 2023 Note, along with associated accrued interest, was converted into shares of common stock and common stock purchase warrant during the year ended December 31, 2023 for a total of 20,640shares and 20,640warrants.

In January 2024, a total of 74,375warrants were exercised on a cashless basis by Mr. Stuart and ERI for a total of 41,202shares.

In August 2024, Mr. Stuart purchased $50,000of 2024 Notes.

In October 2021, the president of the Company loaned the Company $10,000pursuant to an unsecured promissory note initially due on October 21, 2022. The note bears simple interest at a rate of 5% per annum. The note was amended in October 2022 to extend the maturity date to October 21, 2023and in November 2023 to extend the maturity date to October 21, 2024. The maturity date of the note, as amended, may be extended by an additional six months in the sole discretion of the Company up to two times. The Company has exercised one extension extending the maturity date of the note to April 21, 2025.

In September 2022, the president of the Company loaned the Company $25,000pursuant to an unsecured promissory note initially due on March 30, 2023. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to two times. The Company has exercised both extensions extending the maturity date of the note to March 30, 2024. This note, along with associated accrued interest, was paid back during the year ended December 31, 2023.

In January 2024, the Company extended the expiration date of 2,000,000 common stock purchase warrants owned by the president of the Company to December 31, 2025.

In October 2022, the president of the Company entered into an agreement with the Company, as amended in November 2022 and in July 2024, to exchange 1,000shares of the Company's Series C Preferred Stock owned by him for 3,000,000shares of the Company's common stock. In August 2024, 3,000,000shares of common stock were issued to the president of the Company in exchange for the 1,000shares of Series C Preferred Stock owed by him.

In January 2023, the president of the Company loaned $25,000to the Company pursuant to an unsecured promissory note initially due on March 31, 2024. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to two times. The Company has exercised both extensions extending the maturity date of the note to March 31, 2025.

The Company has an accounts payable balance owed to Mr. Robert Cook in the amount of $7,100as of September 30, 2024 for prior consulting services.

NOTE L - CUSTOMER CONCENTRATIONS

The Company derived $121,509, 95% and $217,808, 89%, of revenue from three customers in the nine months ended September 30, 2024 and September 30, 2023, respectively. We continue to endeavor to diversify our customer base and make efforts to mitigate the risk associated with excess concentration of sales from a limited number of customers.

NOTE M - COMMITMENTS AND CONTINGENCIES

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings that management believes could have a material adverse effect on our financial statements.

At September 30, 2024 and December 31, 2023 our other payable balance of $335,000consists of amounts billed and collected before services related to Links previously sold by the Company had been completed and was reclassified from deferred revenue to other payable due to the Company's exiting the business of installing Links. The Company intends to relieve the remaining amount of this liability through a combination of exchanges for common stock and cash.

See Note C in regards to commitments related to contracts with customers. See Note H in regards to commitments related to leases.

NOTE N - SUBSEQUENT EVENTS

In October 2024, two investors purchased a total of $200,000 of 2024 Notes pursuant to the Company's 2024 Note Offering, including $50,000 of 2024 Notes purchased by Mr. Christopher Stuart, a director of the Company.

In October 2024, the Company issued a total of 18,750 shares of the Company's common stock to the Company's five directors as compensation for services provided to the Company during the third quarter of 2024, valued at a total of $93,750.

In October 2024, the president of the Company loaned the Company $10,000 pursuant to an unsecured promissory note initially due on October 28, 2025. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to four times.

On November 5, 2024, Ms. Karen Stegall, the Company's interim chief financial officer, voluntarily resigned and Mr. William H. Gray was appointed as the new interim chief financial officer of the Company.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about Wytec International, Inc. ("Wytec," "Company," "us," "we" or "our"), the industry in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as "projects," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "should," "would," "could," "will," "opportunity," "potential" or "may," and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company's actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:

	(a)	volatility or decline of our stock price;
	(b)	potential fluctuation in quarterly results;
	(c)	failure to earn revenues or profits;
	(d)	inadequate capital to continue our business;
	(e)	insufficient revenues to cover operating costs;
	(f)	barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
	(g)	dilution experienced by our shareholders in their ownership of the Company because of the issuance of additional securities by us, or the exercise of warrants or conversion of outstanding convertible securities;
	(h)	inability to complete research and development of our technology with little or no current revenue;
	(i)	lack of demand for our products and services;
	(j)	loss of customers;
	(k)	rapid and significant changes in markets;
	(l)	technological innovations causing our technology to become obsolete;
	(m)	increased competition from existing competitors and new entrants in the market;
	(n)	litigation with or legal claims and allegations by outside parties;
	(o)	inability to start or acquire new businesses, or lack of success of new businesses started or acquired by us, if any;
	(p)	inability to effectively develop or commercialize our technology; and
	(q)	inability to obtain patent or other protection for our proprietary intellectual property.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with our unaudited financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this report contain forward-looking statements and information that involves risks and uncertainties.

Overview of Current Operations

Wytec International, Inc., a Nevada corporation ("Wytec," the "Company," "we," "us," or "our"), is a designer and developer of small cell technology and wide area networks designed to support 5G network deployments across the United States. Currently, we offer in-building cellular (known as a distributed antenna system, "DAS") and private Long-term Evolution "private LTE" solutions utilizing multiple vendors through a channel agreement with Synnex Corporation, a leading distributor and solutions aggregator hosting more than 22,000 technology vendors across the world. Concurrently, Wytec is the owner of patented small cell technology, which we call the "LPN-16," designed to support dense citywide 5G network coverage. Small cell technology is purported by PricewaterhouseCoopers International Limited to be the key component to 5G deployment.

In September 2023, we engaged Trabus Technologies to begin Wytec's artificial intelligence ("AI"), machine learning ("ML"), and blockchain software development in preparation for a series of state and federal pilot projects to be conducted across the United States which are expected to commence in the first quarter of 2025. In October 2023, Wytec filed two provisional patent applications with the United States Patent and Trademark Office ("USPTO") to enhance its LPN-16 small cell to include AI, ML, and blockchain technologies capable of supporting advanced multi-sensor technology.

In October 2023, Wytec signed a development agreement with Lemko Corporation to manufacture the updated version of our LPN-16 with AI, ML, and blockchain technologies. This agreement was signed in conjunction with our development of an integrated solution with the Nextivity Corporation ("Nextivity") to enhance the in-building solution, utilizing Nextivity's Cel-Fi, we currently offer to the over 190 Independent School District ("ISD") members of the Central Texas Purchasing Alliance ("CTPA"). Wytec plans to include gunshot and drug detection solutions in conjunction with its in-building cellular services as a part of a pilot project offered to over 40 of the CTPA members requesting to be included in the pilot program.

We expect 5G to have a transformative impact on the economy and we believe that 5G citywide deployments will rely substantially on small cell technology to facilitate this impact. We believe our LPN-16 small cell can solve many of the long-term challenges faced by operators needing access to implement their 5G initiatives. It can also assist cities challenged with on-going technology upgrades, network growth demands, political hurdles, and new business models needed to realize the benefits of a 5G network. In addition to aligning with technical and governmental issues, the LPN-16 is designed to meet the standards for 5G deployment and, for operator needs, adheres to the Federal Communications Commission ("FCC") policy initiatives addressing public safety and First Responder initiatives. Specifically, the FCC's Report and Order 14-153, Acceleration of Broadband Deployment by Improving Wireless Facilities Siting Policies, adopts rules to help spur wireless broadband deployment by facilitating the sharing of wireless transmission equipment using "neutral host" functionality to simultaneously support multiple providers. The LPN-16 was specifically designed to support neutral host features and performance. The FCC's goal of "shared used" and "neutral host" seeks to expand coverage and capacity more quickly, reduce costs, and promote access to infrastructure which reduces barriers to deployment and incentivize the sharing of resources, rather than relying on new builds for every stakeholder, thereby safeguarding environmental, aesthetic, historic and local land-use values.

We have implemented an aggressive intellectual property strategy and continue to pursue patent protection for new innovations. In addition to the LPN-16 covered by our current patent, we have identified additional upgrades and additions to the LPN-16 which further tie it to the goals and timelines of Wytec's 5G development business model, FCC policy initiatives, and customer business usage which we believe could lead to additional patentable property. We intend to file for patent protection on these developments. Our strategy is to continually monitor the costs and benefits of our patent applications and pursue those that will best protect our business and expand the core value of the Company.

We have recruited and hired a seasoned management team with both private and public company experience and relevant technical and industry experience to develop and execute our operating plan. In addition, we have identified key engineering resources for intellectual property development, antenna development, and hardware, software, and firmware engineering, as well as integration and testing that we believe will allow us to continue to expand our technology and intellectual property.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amounts of trade accounts receivable, impairment of long-lived assets, revenue recognition and deferred tax assets. We believe the following critical accounting policies require more significant judgment and estimates used in the preparation of the financial statements.

Revenue Recognition. Wytec International, Inc. follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: "Revenue from Contracts with Customers (Topic 606)." The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.

Our contracts for the sale of Cel-Fi systems generally include the performance obligation to sell and install (including testing, commissioning and integration services) equipment. The performance obligation is deemed satisfied once the equipment has been installed, placed in service and customer signs off on their acceptance, at a point in time.

Network service revenues are recognized each month as services are rendered.

The Company generally provides a one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At June 30, 2024, the Company has estimated no product warranty accrual given the Company's de minimis historical financial warranty experience.

Revenue is recorded and recognized when installation is complete. Maintenance and monitoring rates are pre-set based upon the building's square footage. Cost of sales includes all equipment and labor that is connected to a project and all other costs are general and administrative. Laredo Independent School District projects are subject to contracted rates.

Warrants: The Company estimates and applies its judgement when determining the inputs to the Black Scholes calculation that is used to calculate the expense for the warrants issued. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and prior transaction method approaches. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issuance.

Results of Operations for the Three and Nine months Ended September 30, 2024 and 2023

Revenues for the three months ended September 30, 2024 and 2023 was $88,034 and $201,826, respectively. The decrease in revenues of $113,792 or 56% was primarily due to a decrease in revenue from our in-building cellular systems. Revenues for the nine months ended September 30, 2024 and 2023 was $128,146 and $245,046, respectively. The decrease in revenues of $116,900 or 48% was primarily due to a decrease in revenues from our in-building cellular systems.

Cost of revenues for the three months ended September 30, 2024 and 2023 was $30,617 and $129,718, respectively. This decrease of $99,101, or 76%, was primarily due to a decrease in costs incurred related to the sales of our in-building cellular systems. Cost of revenues for the nine months ended September 30, 2024 and 2023 was $55,570 and $165,664, respectively. This decrease of $110,094, or 66%, was primarily due to a decrease in costs incurred related to the sales of our in-building cellular systems.

General and administrative expenses were $546,622 for the three months ended September 30, 2024 compared to $496,147 for the three months ended September 30, 2023, resulting in an increase of $50,475 or 10%. Contributing factors to the increase include an increase in stock compensation of $135,638, an increase in fees, subscriptions and charges of $21,637, and an increase in marketing and advertising of $56,281 which was offset by a decrease in professional fees by $141,485 for the three months ended September 30, 2024. General and administrative expenses were $2,301,202 for the nine months ended September 30, 2024 compared to $1,135,131 for the nine months ended September 30, 2023, resulting in an increase of $1,166,071 or 103%. Contributing factors to the increase include an increase in fees, subscriptions and charges of $46,118, an increase in stock compensation of $1,118,623, and an increase in marketing and advertising of $35,238 which was offset by a decrease in office expense by $40,222 for the nine months ended September 30, 2024.

We estimate that we will need approximately $3,400,000 of capital or financing over the next twelve months to fund our planned operations, which we plan to satisfy as described below under "Satisfaction of our Cash Needs for the Next 12 Months."

We anticipate that we will incur operating losses in the next twelve months. Our revenue is not expected to exceed our investment and operating costs in the next twelve months. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Cash Flow from Operating Activities

Cash flows used in operating activities during the nine months ended September 30, 2024 were $1,386,569 compared to $1,147,631 during the nine months ended September 30, 2023. This increase of cash flow used of $238,938 was primarily due to increased research and development expenditures during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Cash Flow from Investing Activities

Cash flows used in investing activities during the nine months ended September 30, 2024 were $1,899 compared to the cash flows used in investing activities of $-0- during the nine months ended September 30, 2023. Capital expenditures totaled $1,899 and $-0- during the nine months ended September 30, 2024 and September 30, 2023, respectively.

Cash Flow from Financing Activities

Cash flows provided by financing activities during the nine months ended September 30, 2024 were $925,160 compared to $1,503,841 during the nine months ended September 30, 2023. These receipts represent proceeds from the sale of shares of the Company's common stock and common stock purchase warrants, and the issuance of debt.

Satisfaction of Our Cash Obligations for the Next 12 Months

As of September 30, 2024, our cash balance was $101,452. Our plan for satisfying our cash requirements for the next twelve months is through a combination of sales-generated income, including revenue from our installation contracts with the Texas school districts, private placements of our capital stock, exercise of warrants, third party financing, and/or traditional bank financing. There is no assurance that we will be able to meet our working capital requirements through the private placement of equity or debt or from any other source.

Other Funding Arrangements

On September 28, 2023, (the "Effective Date"), we entered into a Share Purchase Agreement (the "SPA") with Gem Global Yield LLC SCS ("GEM" or the "Purchaser") and Gem Yield Bahamas Limited ("GYBL"). Pursuant to the SPA, we may sell to the Purchaser from time to time up to $100,000,000 (the "Aggregate Limit") in shares of our common stock during the 36 month period after the first day on which the Company's common stock trades on a nationally recognized United States stock exchange or any other exchange platform in the world (the "Public Listing Date"). Pursuant to the SPA, after the Public Listing Date, the Company may issue a draw down notice pursuant to which the Company may sell the Purchaser an amount of shares that shall not exceed 400% of the average daily trading volume for the 30 days immediately preceding the date on which the Company delivers the draw down notice. The per share price shall equal 90% of the average applicable Daily Closing Price (as defined in the SPA) of the Company's common stock during the applicable Draw Down Pricing Period (as defined in the SPA). Notwithstanding the foregoing, within five trading days after the Public Listing Date, the Company may issue a draw down notice for an amount up to $10,000,000 of the Aggregate Limit. Unless earlier terminated as provided in the SPA, the SPA terminates automatically on the earliest of (i) thirty-six (36) consecutive months after the Public Listing Date; (ii) thirty-six (36) months from the Effective Date (as may be extended as provided in the SPA), and (iii) the date the Purchaser shall have purchased the Aggregate Limit.

Pursuant to the SPA, in consideration for these services, we agreed to pay GYBL the following consideration: (i) a commitment fee equal to two (2) percent of the Aggregate Limit (the "Commitment Fee") payable in cash from the proceeds of the Draw Downs (as defined in the SPA) or in freely tradeable shares of common stock of the Company valued at the Daily Closing Price (as defined in the SPA) at the time of each Draw Down (as defined in the SPA), at the option of Wytec, deliverable as described in the SPA so long as the entire Commitment Fee is paid on or before the first anniversary of the Public Listing Date and (ii) a warrant granting GYBL the right to purchase shares of our common stock having an expiration date that is the third anniversary of the Public Listing Date at the exercise price and upon the terms set forth more fully in the SPA, up to the number of shares of common stock that is equal to 3.7% of the total number of shares of common stock outstanding calculated on a fully diluted basis as of the Public Listing Date (the "Warrant"). The Commitment Fee will not be payable and the Warrant will not be issuable if the Company's common stock does not become publicly listed.

Pursuant to a Registration Rights Agreement, dated September 28, 2023, between us and the Purchaser and GYBL (the "Registration Rights Agreement"), no later than thirty (30) calendar days after the Public Listing Date, we are obligated to file a registration statement with the Securities and Exchange Commission ("SEC") to register the shares of common stock issuable pursuant to the SPA. Pursuant to the Registration Rights Agreement, we are obligated to have the registration statement declared effective by the SEC on the earlier of (A) the 45^th calendar day after the date on which the registration statement is filed with the SEC and (B) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed.

Other Payable

During 2019, $895,000 of deferred revenue, related to amounts billed and collected before services related to registered links and related equipment and services ("Links") previously sold by the Company had been completed, was reclassified to other payable due to the Company exiting the business of installing Links. Since that time, a total of $560,000 of the amount was exchanged for a total of 119,000 shares of the Company's common stock, leaving a balance of $335,000 at September 30, 2024. The Company intends to relieve the remaining liability through a combination of exchanges for common stock and cash.

Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $33,724,898 at September 30, 2024, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months from the date of this report. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

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 effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recently Issued Accounting Standards

We have reviewed the standards issued by the Financial Accounting Standards Board ("FASB") through September 30, 2024 and which are not yet effective. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company's financial position or results of operations upon adoption. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncement will have a material impact on its financial statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, Mr. William Gray, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15I under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, Mr. Gray has concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in legal actions and claims arising in the ordinary course of business from time to time. As of the date of the report, there are no legal matters of which management is aware.

Item 1A. Risk Factors.

During the quarter ended September 30, 2024, there have been no material changes from the risk factors previously in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities.

In July 2024, the Company issued 25,000 common stock purchase warrants to one service provider of the Company at an exercise price of $5.00 per share exercisable on a cash or cashless basis until December 31, 2025 in accordance with Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act").

In July 2024, the Company issued a total of 37,500 shares of common stock to the Company's five directors as compensation for services rendered during the first and second quarters of 2024 in accordance with Rule 506(b) of Regulation D of the Securities Act.

In August 2024, the Company issued 3,000,000 shares of common stock to the president of the Company in exchange for the 1,000 shares of Series C Preferred Stock owned by him pursuant to that certain exchange agreement, dated October 6, 2022, as amended on November 15, 2022 and July 30, 2024, in accordance with Rule 506(b) of Regulation D of the Securities Act.

During the third quarter of 2024, the Company issued 2,560 shares of the Company's common stock upon the exercise of 2,560 common stock purchase warrants by one investor at an exercise price of $5.00 per share or a total of $12,800 in accordance with Rule 506(c) of Regulation D of the Securities Act.

During the third quarter of 2024, the Company issued a total of $275,000 of 9.5% secured convertible promissory notes (the "2024 Notes") to nine investors, including $50,000 of 2024 Notes to Mr. Christopher Stuart, a director of the Company, pursuant to a private placement that commenced in July 2024 in accordance with Rule 506(c) of Regulation D of the Securities Act (the "2024 Note Offering"). The 2024 Notes together with all accrued and unpaid interest are payable on or before December 31, 2025 and are secured by a perfected recorded subordinate security interest in the Company's LP-16 patent. If the Company's common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding 2024 Notes will automatically be converted into shares of the Company's common stock at a rate equal to the price per share in a public offering or, in the event of a direct listing of the Company's common stock, the reference price on the closing date of the listing. If the 2024 Notes have not otherwise been automatically converted into shares of the Company's common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2024 Notes into shares of the Company's common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00. These warrants will be exercisable until December 31, 2025 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company's public trading price if the Company's securities are trading on the NASDAQ Capital Markets.

During the third quarter of 2024, the Company issued a total of 5,005 shares of common stock and 5,005 common stock purchase warrants to one investor for the conversion of $25,000 of 2024 Notes plus accrued interest of $26.00 in accordance with Rule 506(c) of Regulation D of the Securities Act.

During the third quarter of 2024, the Company issued 3,000,000 shares of common stock to the president of the Company in exchange for 1,000 shares of Series C Preferred Stock in accordance with that certain exchange agreement, dated October 6, 2022, as amended on November 15, 2022 and on July 30, 2024, and in accordance with Rule 506(b) of Regulation D of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the quarter ended September 30, 2024, no director or officer adoptedor terminatedany 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.

In October 2024, two investors purchased a total of $200,000 of 2024 Notes pursuant to the Company's 2024 Note Offering in accordance with Rule 506(c) of Regulation D of the Securities Act, including $50,000 of 2024 Notes purchased by Mr. Christopher Stuart, a director of the Company.

Effective November 5, 2024, Ms. Karen Stegall voluntarily resigned as the interim chief financial officer of the Company and the Company has accepted Ms. Stegall's resignation. Ms. Stegall had no disagreements with the Company on any matter of accounting principles or practices or financial statement disclosure.

Effective November 5, 2024, Mr. William H. Gray was appointed to serve as the Company's interim chief financial officer. There have been no changes to Mr. William H. Gray's compensation as a result of his appointment as the interim chief financial officer of the Company.

William H. Gray has been the chairman and chief executive officer of the Company since November 2011, the president of the Company since April 2020, a director of Competitive Companies, Inc., a Nevada corporation and the former parent company of the Company ("CCI"), since November 2008, and the chief executive officer, president, and chief financial officer of CCI since February 10, 2009. Mr. Gray was the president of the Company from November 2011 to September 2019, the chief financial officer of the Company from November 2011 to January 2020, the interim chief financial officer of the Company from May 2021 to January 2022, and the corporate secretary of the Company from November 2011 to April 2014 and again from November 2015 to February 2019. Mr. Gray was the secretary of CCI from February 2009 to April 2014 and again since July 2015. Mr. Gray has over 19 years of experience in the planning, development, and implementation of wide area networks in both wired and wireless configurations. As the president and chief executive officer of Wireless Wisconsin, LLC, a wholly owned subsidiary of CCI, he developed one of the state's first ISPs to enter into the internet industry by forming and developing a statewide telecommunications network in the state of Wisconsin starting in 1995. Wireless Wisconsin, LLC later became one of the first ISPs to become a competitive local exchange carrier in the state of Wisconsin.

Item 6. Exhibits.

Exhibit		Description
3.1		Articles of Incorporation, dated November 7, 2011 (1)
3.2		Amendment to Articles of Incorporation, dated January 14, 2014(1)
3.3		Amendment to Articles of Incorporation, dated June 13, 2014 (1)
3.4		Bylaws (1)
4.1		Certificate of Designation for Series A Preferred Stock, dated February 14, 2014 (1)
4.2		Certificate of Designation for Series B Preferred Stock, dated June 13, 2014 (1)
4.3		Amendment to Certificate of Designation for Series B Preferred Stock, dated October 22, 2014 (1)
4.4		Amendment to Certificate of Designation for Series B Preferred Stock, dated March 4, 2015 (1)
4.5		Certificate of Designation for Series C Preferred Stock, dated July 26, 2016 (1)
4.6		Warrant issued by Wytec International, Inc. to William H. Gray (2)
4.7		Amendment to William H. Gray Warrants, dated December 30, 2020 (3)
4.8		Amendment to Certificate of Designation for Series C Preferred Stock, dated December 29, 2023 (4)
4.9		Amendment to William H. Gray Warrants, dated November 22, 2023 (7)
4.10		Amendment to Warrant No. 524, dated January 31, 2024 (9)
4.11		Amendment to Warrant No. 527, dated January 31, 2024 (9)
4.12		Amended and Restated Erica Perez Warrant, dated February 5, 2024 (9)
4.13		Erica Perez Warrant, dated July 2, 2024 (10)
10.1		Separation and Distribution Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.2		License Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.3		Agreement with the Laredo School District (5)
10.4		Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and William H Gray (6)
10.5		Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Christopher Stuart (6)
10.6		Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Eagle Rock Investments L.L.C. (6)
10.7		Amendment to Exchange Agreement, dated November 15, 2022, by and between Wytec International, Inc. and William H. Gray (11)
10.8		Amendment to Promissory Note, dated December 5, 2023 (8)
10.9		Amendment to Promissory Note, dated December 5, 2023 (8)
10.10		Amendment to Christopher Stuart Promissory Note, dated February 5, 2024 (9)
10.11		Amendment to Exchange Agreement, dated July 30, 2024, by and between Wytec International, Inc. and William H. Gray (12)
14.1		Code of Conduct (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act *
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act *
99.1		Resignation Notice from Karen Stegall, dated November 5, 2024 *
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 (embedded within the Inline XBRL document)*

(1)	Incorporated by reference from the original filing of the Registration Statement on January 10, 2017.
(2)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated September 21, 2018.
(3)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 4, 2021.
(4)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 3, 2024.
(5)	Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on June 25, 2021.
(6)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 13, 2022.
(7)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on November 28, 2023.
(8)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on December 6, 2023.
(9)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on February 5, 2024.
(10)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on July 9, 2024.
(11)	Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission, filed on November 18, 2022.
(12)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on August 1, 2024.

*

Filed herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

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.

WYTEC INTERNATIONAL, INC.

By:  /s/ William H. Gray                      

William H. Gray, Chief Executive Officer,

President and interim Chief Financial Officer

(Principal Executive Officer and

Principal Financial and Accounting Officer)

Date: November 12, 2024