WYTEC INTERNATIONAL, INC. FORM 10-K

 false 2024 FY 0001560143

 2024-06-30

 2025-03-24

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 2024-10-01

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 From _______________ to ________________.

 (Exact name of registrant as specified in its charter)

 Nevada

 001-39478

 46-0720717

 (State or other jurisdiction of

 incorporation or organization)

 (Commission File Number)

 (I.R.S. Employer

 Identification Number)

 19206 Huebner Rd., Suite 202

 San Antonio, Texas 78258

 (Address of principal executive offices, including
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

 Name of each exchange on

 which registered

 Common Stock

 WYTC

 OTCQB

 Securities registered pursuant to Section 12(g)
of the Act: None.

 Indicate by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

 Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

 Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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

has submitted electronically every Interactive Data File required to be submitted 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 such files).

 Yes
No

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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (defined in Rule 12b-2 of the Act). Yes No

 The outstanding common stock of the registrant
was not publicly trading on any public securities trading market as of June 30, 2024 and, therefore, the registrant can no t calculate the
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of such date.

 The number of shares of common stock, $0.001 par
value, outstanding on March 24, 2025 was 16,780,992 shares.

 FOR THE FISCAL YEAR ENDED

 DECEMBER 31, 2024

 Index to Report on Form 10-K

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity and Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 7

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

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 10

 Directors, Executive Officers, and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 Unless otherwise stated or the context requires
otherwise, references in this annual report on Form 10-K to "Wytec," the "Company," "we," "us,"
or "our" refer to Wytec International, Inc., a Nevada corporation.

 Item 1. Business.

 General

 Wytec is a designer and developer
of wide area networks ("WAN") designed to support 5G network deployments utilized in multiple Internet of Things ("IoT")
solutions across the United States. In June 2014, we filed a provisional patent for our small cell technology, which we call the "LPN-16,"
and in December 2017 we were granted a patent by the United States Patent and Trademark Office ("USPTO"), patent number 9,807,032.
The patent is described as an "Upgradeable, High Data Transfer Speed, Multichannel Transmission System" ("UHTMTS")
designed to transmit both Wi-Fi and cellular signals from a height of approximately 30 feet and to be installed in locations such as utility
poles or building rooftops. The LPN-16 device is equipped with micro radios, software,
and network connectors enabling cable or other wireless connections. In conjunction with ongoing design and development of
our LPN-16, we currently generate revenue with an in-building cellular solution known "CelFi" under an agreement with Nextivity,
Inc. ("Nextivity").

 In October 2019, Wytec participated
in a Request for Proposal (the "RFP") issued by the Laredo Independent School District ("ISD") in Laredo, Texas
involving in-building cellular enhancement solutions for the ISD. Wytec won the RFP and was awarded a contract with the Laredo ISD to
provide its in-building cellular enhancement solutions to utilizing the Nextivity Cel-Fi solution to 42 buildings within the Laredo ISD
(the "Laredo Contract"). The Laredo Contract has generated over $1M in installation revenue. Although Wytec has completed
its installation in all 42 buildings, Wytec continues to receive additional revenue from a long-term renewable maintenance agreement.
Due to the successful completion of the Laredo Contract, Wytec was recommended to two other ISDs, Highland Park ISD in Amarillo, Texas
and Round Rock ISD in Austin, Texas for multiple in-building cellular solutions utilizing the Cel-Fi product. Our other Cel-Fi installs
include the Johnson Space Center in Houston, Texas, the 62 story commercial high-rise building known as the Fountain Place in Dallas,
Texas, and the 1,080 restaurant chain Whataburger.

 In 2019, Wytec engaged Southwest
Research Institute along with Bexar County, Texas to develop a private LTE network pilot project utilizing the Nokia CBRS small cell technology.
Wytec served as the general contractor of the pilot project and provided a wireless internet connection to a limited number of homes within
the Southwest Independent School District ("SWISD") within Bexar County, Texas. Upon completing the pilot project, SWISD determined
that the government funds available to move forward with additional coverage of the SWISD would be better served by directing the funds
to teachers rather than students and the pilot project was never expanded. Since this event, Wytec has now begun developing new technologies,
such as gunshot detection, to be included in its in-building and private LTE services to enhance its service offerings.

 In
August 2023, we entered into an agreement with Trabus Technologies ("Trabus")
and in October 2023, we entered into an agreement with Lemko Corporation ("Lemko"), which together we believe will enable
us to commercialize a multichannel transmission product that integrates in-building cellular, private LTE, and multiple sensor
solutions, including gunshot detection and drug sensing technologies. We expect to have a prototype with the gunshot detection technology
("Prototype") for use in a pilot program ("Pilot Program") in the second
or third quarter of 2025. The integrated solution is expected to include artificial intelligence ("AI"), machine learning
("ML"), and encryption technologies capable of supporting our smart-sensor technology.

 On October 15, 2023, we filed
a provisional patent application with the USPTO related to this "smart-sensor technology" capable of detecting gunshot sound,
motion, and chemicals which we expect to be integrated with our current in-building cellular and private LTE solutions. In October 2024,
we split the provisional patent into four separate patent applications, one of which we filed with the USPTO ("Smart Sensor System
for Threat Detection," filed as U.S. Application No. 18/902,824, describing a process for firearm discharge detection using multiple
machine learning models) and all four of which we filed with the Patent Cooperation Treaty ("PCT"). In January 2025, we received
notice of allowance for the patent we filed with the USPTO. We expect to file patent applications for the other three with the USPTO in
2025. We believe that these advanced solutions will be instrumental in providing the highest level of public safety within ISDs, as well
as on America's city streets. Our agreement with Lemko makes Lemko's small cell technology, which utilizes the latest FCC
Citizens Broadband Radio Service ("CBRS"), available to us to use in combination with Trabus' software which provides
AI, ML, and encryption technologies to create our advanced gunshot detection sensors and drug sensing technology solutions. We are currently
designing a high-definition video presentation to illustrate the combined benefit of our integrated technology solutions to both cities
and schools across America and internationally.

 On October 5, 2024, Wytec
participated in an RFP issued for the TXShare cooperative purchasing program ("TXShare Program") under the request of the
North Texas Council of Governments ("NCTCOG"). The TXShare Program is a membership organization of more than 170 U.S. cities,
50 counties and over 40 special districts, including transit authorities, water utility boards, bridge and highway authorities, police
departments, school districts, and hospitals. The RFP requested by the NCTCOG specifically sought an experienced vendor(s) to provide
a gunshot detection system as, given the frequency of shooter incidents, such systems are becoming an essential part of security infrastructure
in various settings, including schools, airports, and public buildings. On January 28, 2025, we were notified by the NCTCOG that we were
awarded the contract and have already signed an agreement with the NCTCOG pursuant to which we will provide our advanced gunshot detection
technology to TXShare Program members in through the Pilot Program once the Prototype is available.

 Industry Overview

 Since the 1990s, a series
of intergovernmental summit meetings have been conducted to resolve what has been popularly defined as the "Digital Divide."
The Digital Divide refers to the gap between those able to benefit from the internet and those who are not. This movement has energized
solutions in public safety policy, technology design, finance, and management allowing all U.S citizens equal connectivity to the latest
broadband advancements. In 2021, the movement was further empowered by the massive economic and social disturbance of COVID-19. Thus,
on March 11, 2021, the American Rescue Plan Act of 2021 was signed into law providing $1.9 trillion in funding to bridge the Digital Divide,
with $122 billion being allocated for Elementary and Secondary Emergency Relief continuing the program started under the Coronavirus Aid,
Relief, and Economic Security Act ("CARES Act").

 As a result of the increased
need for greater data capacity and school safety initiatives, there has been an emergence of new technologies to address public safety
concerns as well as to support the aggressive growth of the IoT solutions. The next generation of wireless communication services, 5G,
has been introduced to America's future communications needs for supporting both wired and wireless broadband connectivity. For
the U.S. cellular industry to meet this challenge, a radical change has occurred in network architecture introducing the concept of "densified"
networks involving millions of small cells to be installed throughout the U.S. utility infrastructure utilizing America's existing
utility poles. Wytec is an owner of patented small cell technology called the LPN-16 designed to be installed on utility poles. We have
most recently seen the aggressive emergence of AI, ML, and encryption technologies. Wytec has embraced these technologies in its next
generation LPN-16 small cell.

 Today, 4G depends significantly
on "Macro" cell towers for the majority of America's cellular traffic. These towers, which are easily recognized across
America's landscape, stand several hundred feet in height and support antennas six to nine feet in length. These sizeable towers
cost mobile operators billions of dollars to construct and millions more to operate. Macro towers were originally designed to support
cellular signals in a radius of two to three miles or more and provide service for thousands of subscribers. This design is no longer
adequate in meeting current consumer demand or the anticipated speeds of 5G.

 To overcome this inadequacy,
Wytec believes that 5G network architecture will need to densify coverage areas with the use of small cells, which are designed to be
mounted on transmission locations approximately 30 feet high, such as existing utility poles, permitting the flexibility of placement
throughout a city supporting citywide ubiquitous coverage. Small cells are designed with three primary objectives in mind: increase data
capacity, reduce latency in support of IOT solutions, and reduce higher-power transmission signals thus reducing dangerous radiation transmission.
Wytec believes that small cells will be the driving force behind 5G and the upcoming 6G services enabling faster speeds on current and
future communication devices, including Smartphones and other smart devices. According to an article from Nybsys, dated June 18, 2023,
"NHN (Neutral Host Network) is a cost-effective architecture. It uses private 5G to extend public carrier cellular signals into
locations or areas with poor signal strength. In terms of performance, neutral host networks are superb as they offer more flexibility
without being dependent on the operator's rollout plans."

 Connectivity for All

 Wytec owns patented small
cell technology known as the "LPN-16." Its neutral-host design is its key differentiator from other small cell technologies,
with its ability to support multiple spectrum (frequency) usage owned and utilized by multiple mobile operators simultaneously. We expect
this multi-operator architecture to be overwhelmingly accepted by city governments due to the desire of multiple carriers to use the same
utility pole to expand their 5G coverage. Additionally, we believe that our small cell solution provides a substantially lower cost than
existing macro towers due to reduced installation cost and speed of deployment.

 Today, carriers dominate the
mobile cellular industry, but due to 5G deployment requiring small cells to be installed on utility poles, city governments have significant
influence over small cell deployments in accordance with "right of way" regulations requiring pole access. This legal authority
of municipalities has had a major impact on the slow speed of 5G deployment throughout America's cities. Without this legal authority,
municipal governments fear that carriers could further dominate their presence by overcrowding America's utility poles with small
cells leaving both an eyesore and potential hazards. We believe that Wytec's LPN-16 diminishes these concerns due to its multi-carrier
features allowing for multiple operators to gain access to poles and utilize the network simultaneously.

 Revenue Opportunities

 Small Cell
Market. According to Fortune Business Insight, the small cell 5G network market size was valued at $5.46 billion in 2024 and is
projected to grow from $7.54 billion in 2025 to 74.62 billion by 2032, exhibiting a compound annual growth rate ("CAGR") of
38.7% with public safety representing growth from $583.47 billion in 2024 to $1,197.49 billion in 2032 exhibiting a CAGR of 9.4% during
the forecast period. A large portion of Wytec's small cell deployment includes the installation on U.S. utility poles. According
to the U.S. Energy Information Administration ("EIA") there are more than 185 million utility poles currently in service in
the United States, consisting of 169 investor owned, 812 managed by cooperatives, and 1,958 serviced and owned by public utility districts.
Wytec has developed patented technology in both small cell and AI designed to be installed on utility poles with the primary advantage
of Wytec's neutral host design allowing multiple carriers to transmit from the "same" small cell.

 Artificial
Intelligence. According to Statista, the market size for AI is projected to reach $243.7 billion by the end of 2025, representing
an annual CAGR between 2025 to 2030 of 27.67%, resulting in an expected market volume of $826 billion by 2030.

 Drug Sensor Technology
Market. According to Precedence Research, the global sensor market size is estimated at $245.97 billion in 2024 and is predicted
to grow to $551.03 billion by 2034, expanding at a CAGR of 8.40% between 2024 and 2034.

 In October 2019, Wytec, participated
in a RFP issued by the Laredo ISD in Laredo, Texas involving in-building cellular enhancement for the ISD. Wytec won the RFP with the
lowest bid and desired technology choice and was awarded the Laredo Contract consisting of 42 buildings within the district with a contract
value of approximately $1M. Laredo ISD is a member of the Central Texas Purchasing Alliance ("CTPA") consisting of over 200
other ISDs. Due to language within the Laredo Contract under Section 791.001 of the Texas Government Code, all members of the CTPA became
eligible to utilize the same winning bid as the Laredo ISD. The CTPA consists of more than 4,300 buildings, representing approximately
513,270,000 square feet. The Laredo ISD winning bid was $0.39 per square feet. In October 2022, the Laredo Contract was renewed and extended
to October 2024 with the price per square foot increased to $1.54. Although we are past the renewal date of the Laredo Contract, we are
still able to offer in-building CelFi services to CTPA members, but at the current market price for our services which is $2.05 per square
foot.

 In addition to Wytec's
revenue potential involving cellular enhancement and private LTE, the Company plans to utilize its LPN-16 technology to offer public-private
partnerships ("PPP") to municipalities to investor owned, cooperative managed, and municipality serviced and owned utility
poles thereby enabling access for U.S. carriers and Mobile Virtual Network Operators ("MVNOs") to expand their 5G services
to retail customers. Today, cable operators are aggressively pursuing mobile cellular solutions due to their eroding subscriber base to
the carriers. Cellular service is currently offered to cable operators through wholesale access by virtually all carriers, but cable operators
struggle to achieve acceptable profit margins due the competitive nature of obtaining cellular customers. Wytec's LPN-16, through
its neutral host features, promotes equal cost benefits for both carriers and cable operators without favoring greater profit margins
to one or the other. The Company anticipates wide acceptance of the LPN-16 by city governments due to its multi-carrier service availability.
There are 450 cable operators aggressively pursuing MVNO services in the United States. This initiative by cable operators is anticipated
to create a substantial revenue opportunity for Wytec.

 As described above, we believe
that Wytec's LPN-16 offers two significant revenue opportunities involving both a potential sale of the LPN-16 to private LTE clients
(such as schools and cities) and as a 5G (Wytec owned) network to support PPP initiatives with municipalities to support wholesale clients
such as carriers, cable operators, and Wireless Internet Service Providers ("WISPs").

 Wytec's Network Infrastructure- Supporting
Wytec Products/Services

 The LPN-16, recognized by
USPTO patent number 9,807,032, as expanded by USPTO patent number 10868775 B2, is an "Upgradeable, High Data Transfer Speed, Multichannel
Transmission System." The LPN-16 is a local area network system that includes modular, multi-frequency, multi-channel, upgradable
transmission nodes. The transmission nodes can include one or more independent RF modules. However, due to the recent Federal Communications
Commission ("FCC") commercialization of the CBRS spectrum, Wytec is able to expand its private LTE network configuration more
rapidly to support other technologies such as a distributed antenna system ("DAS") for public safety, gunshot detection, remote
learning, and multiple other IoT applications. The LPN-16 provides transmission and network services for wireless data, wireless video,
wireless voice, voice over internet protocol ("VoIP"), local portal for emergency services, mesh node from one transmission
to the next, single channel transmission, multi-channel transmission, Wi-Fi access as well as a number of other similar services. We believe
this range of services and the timeline of 5G networks needing small cell capabilities squarely places Wytec in the path of serving several
substantial markets such as small cells as a service, outdoor Wi-Fi, the IoT, and a host of other related telecommunications services.

 We believe Wytec offers a
powerful alternative to the in-building cellular enhancement market which consists of signal boosters, small cells, and related indoor
DAS ("SmartDAS"). DAS is designed to strengthen cellular signals in facilities where materials interfere with cellular frequencies
and diminish the quality of a cellular call or data usage. DAS may be deployed indoors (an "iDAS") or outdoors (an "oDAS"),
and is a way to deal with isolated spots of poor cellular coverage inside a large building by installing a network of relatively small
antennas throughout the building to serve as repeaters. Traditional DAS requires the support of the carrier to allow access to their
network and can take months to obtain and cost substantially more.

 We believe that our SmartDAS
solution, which costs about one third (1/3) of the cost of traditional DAS, is a viable alternative solution without the tedious and
sometimes delayed support of the carriers. The Company has already deployed the service in more than 20 building facilities. Wytec has
established valuable vendor relationships for in-building solutions with Nokia, Ericsson, Samsung, and Nextivity.

 Wytec, with its preferred
vendor relationships, plans to generate the majority of its future revenues from its smart-sensor technology products.

 Customer Concentration

 During the year ended December
31, 2024, we received approximately 77% of our gross revenues from our cellular enhancement contract with the Laredo ISD in Bexar County,
Texas. Total revenues for the year ended December 31, 2024 were $131,077, and revenue from the Laredo Contract during this period was
$98,306. Although the Laredo Contract has expired, we believe there are still selling opportunities based on the relationship we have
cultivated with the CTPA. For example, we have been approached by the Highland Park ISD and the Amarillo ISD, for in-building cellular
solutions. We have, however, only completed a few projects for private commercial enterprises (although we have installed cellular enhancement
solutions on some notable buildings, such as the Johnson Space Center in Houston, Texas), and have not extensively pursued business in
that sector of the market. Our customer base is diversifying with the recent signing of a contract with the NCTCOG whose TXShare Program
members include both school districts and other government entities. The loss of our relationship with the CTPA would have a material
adverse impact on our future results of operations, financial condition, and business performance.

 Agreement with Trabus Technologies

 On August 7, 2023, we entered
into an agreement with Trabus to utilize Trabus' algorithms for artificial intelligence ("AI") and machine learning
("ML") to facilitate the development of our gunshot detection and other smart sensors. Our agreement with Trabus also addresses
the Prototype to be developed for the Pilot Program to be offered to TXShare Program members in the second or third quarter of 2025, which
is expected to include our gunshot detection technology.

 Agreement with Lemko Corporation

 On October 24, 2023, Wytec
entered into an agreement with Lemko in order to provide the wireless gateway and to enhance our LPN-16 technology in conjunction with
our development of an integrated solution to supplement our in-building solution. We plan to include our gunshot detection and drug sensing
technology solutions, utilizing the algorithms currently being developed by Trabus with Lemko's private LTE networking capabilities,
which use the latest FCC CBRS, serving as a wireless communications channel. This allows a "private network solution" in order
to prevent radio interference from competing carrier transmissions.

 Competition

 There are numerous existing
and commercially available methods of providing both small cell technology and high-speed Internet to multi-tenant commercial and residential
units. This makes the telecommunications industry highly competitive, rapidly evolving, and subject to rapid technological changes. Additionally,
there are numerous telecommunications service companies that conduct extensive advertising campaigns to capture market share in the highly
competitive 5G market. We believe the principal competitive factor affecting our lines of business include not only the "neutral
host" feature of LPN-16 allowing multiple carriers to host on one small cell, but the recent development of Wytec's gunshot
detection and drug sensing technology of which there is less competition. Additionally, Wytec's business model invokes a public
private partnership strategy with local government through its relationship with cities interested in providing support to its school
districts. We believe this has placed Wytec in a unique position.

 Competition by Service
(Internet). There are a substantial number of local, regional, and national residential and commercial Internet Service Providers
("ISPs") hosting data, voice, and texting services in the United States. Publicly traded brands such AT&T, Verizon, T-Mobile,
Sprint, Cox Communications, Spectrum, Comcast, and Tower Stream all provide both commercial and/or residential cellular and wired Internet
services. We believe our competitive advantage is our smart-sensor technology, in particular our gunshot detection and drug sensing technology,
which we believe is superior to other solutions currently available on the market and for which we have received a notice of allowance
from the USPTO regarding our patent application.

 Wytec's focus in not
to compete with larger providers delivering 5G services, but to provide accelerated access to utility poles thereby allowing these larger
providers to give a better 5G experience to their customers. Additionally, we believe that next generation IoT solutions will require
the benefit of neutral host small cells with reduced latency essential for IoT services related to public safety, including newer threats
facing the United States such as cyber security of the electric grid and other utilities.

 Competition for Tower
Site Location Rentals (Access). For the deployment of Wytec's small cell, adequate access to rights-of-way on buildings
and utility poles is necessary. There are a number of other local, regional, and national parties interested in building/utility pole
space access. This includes the equipment used by various public utilities, including electric utilities, major cellular carriers, fiber
optic companies, and cable companies, and may also include equipment placed by the municipality for public safety. We believe Wytec's
unique PPP program allows budget challenged utility companies to receive much needed funding to support 5G initiatives.

 Intellectual Property

 In October 2017, Wytec was
granted a patent for its LPN-16 technology by the USPTO, patent number 9,807,032. In December of 2020, Wytec was granted a second patent
for additional claims to its LPN-16 and device by the USPTO, patent number 10868775 B2. In October 2023, Wytec filed a provisional patent
application related to upgrading its LPN-16 software to include AI, ML, and encryption technologies capable of detecting gunshot sound,
motion, and chemicals. In October 2024, we split the provisional patent into four separate patent applications, one of which we filed
with the USPTO ("Smart Sensor System for Threat Detection," filed as U.S. Application No. 18/902,824, describing a process
for firearm discharge detection using multiple machine learning models) and all four of which we filed with the PCT. In January 2025,
we received notice of allowance for the patent we filed with the USPTO. We expect to file patent applications for the other three, including
(1) "Smart Sensor System for Threat Detection and Method Thereof," which outlines a system and method for detecting and communicating
threats using various communication protocols, (2) "Threat Detection System Employing Multiple Models," which focuses on artificial
intelligence processes performed by an intelligent computing node that utilizes dataset models for firearm discharge detection in both
sterile and noisy environments, and (3) Smart Sensor System and Method for Threat Detection and Response Based on Detection of a Vocal
Phrase," which centers on a smart sensor system and method for threat detection based on vocal phrase recognition, with the USPTO
in 2025. We may be subject to legal proceedings and claims in the ordinary course of business and third parties may sue us for intellectual
property infringement or initiate proceedings to invalidate our intellectual property. Moreover, should we be found liable for infringement,
we may be required to enter into licensing agreements (if available on acceptable terms or at all), pay damages or curtail our product
and service offerings. We may also need to redesign some of our products or services to avoid future infringement liability. Any of the
foregoing could prevent us from competing effectively and could adversely affect our business.

 Government Regulation

 Wytec generally is subject
to all of the governmental regulations that regulate businesses generally such as compliance with regulatory requirements of federal,
state, and local agencies and authorities, including regulations concerning the environment, permits for certain activities, workplace
safety, labor relations, employee rights, and government taxes. The adoption of any additional laws or regulations may decrease the growth
of our business, decrease the demand for services and increase our cost of doing business. Changes in tax laws also could have a significant
adverse effect on our operating results and financial condition.

 Employees

 As of December 31, 2024,
we have four full-time employees. Currently, there are no organized labor agreements or union agreements between us and our employees.
Assuming we can earn additional revenue through organic growth, acquisitions and strategic alliances during 2025, we may need to hire
additional employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional
services when appropriate. We believe the use of third-party service providers may enhance our ability to control general and administrative
expenses and operate efficiently.

 Seasonality

 Our operations
are not expected to be materially affected by seasonality.

 Item 1A Risk Factors

 The following discussion of
risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-K.
The following information should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and accompanying notes in Part II, Item 8, "Financial Statements
and Supplementary Data" of this Form 10-K.

 The business, financial condition
and operating results of the Company can be affected by several factors, whether currently known or unknown, including but not limited
to those described below, any one or more of which could, directly or indirectly, cause the Company's actual financial condition
and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these
factors, in whole or in part, could materially and adversely affect the Company's business, financial condition, operating results
and stock price.

 Because
of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial
performance should not be a reliable indicator of future performance, and investors should not use historical trends to anticipate results
or trends in future periods.

 Risks Related to Our Business and Marketplace

 We have a history of
operating losses and expect to continue incurring losses for the foreseeable future. Our current business was launched
in 2011 and has incurred losses in each year of operation. We cannot anticipate when, if ever, our operations will become profitable.
We expect to incur significant net losses as we invest in our technology, expand our markets and pursue our business strategy. We intend
to invest significantly in our business before we expect cash flow from operations to be adequate to cover our operating expenses. If
we are unable to execute our business strategy and grow our business, either as a result of the risks identified in this section or for
any other reason, our business, prospects, financial condition and results of operations will be adversely affected and we may be unable
to continue to operate as a going concern.

 The private LTE services
and LPN-16 telecommunications equipment and services that we are selling are relatively new in our portfolio, and the revenue model for
them is uncertain. We do not have extensive experience in pricing and billing in-building cellular and private LTE services,
nor have we yet deployed LPN-16 with our networks or charged anyone for its capabilities. There is a risk that we may not price and bill
sufficiently for our products and services to earn a profit, especially in the early stages of our sale and installation of them. We
may continue to incur operating losses even as our sales and revenue increase.

 Our Link program was
terminated, and we may have liability with respect to the remaining outstanding Links. Through January 2016, Wytec had been relying
primarily on the sale of registered links and related equipment and services ("Links") through Wylink, Inc., a former wholly
owned subsidiary which we dissolved in 2020, for revenue and working capital. Wylink terminated the offer and sale of Links in January
2016, except for two sales in July 2016. From June 2016 to December 2017, Wytec had been offering to buy back Links in consideration
for the issuance of its Series B Preferred Stock and warrants at $3.00 per unit (i.e., one share of Series B Preferred Stock and one
warrant exercisable at $1.50 per share until December 31, 2018). Subsequently, in 2018, 2019 and 2022, Wytec has been making exchange
offers for Links by offering shares of common stock and warrants for them. As of December 31, 2024, we had repurchased all but 22 outstanding
Links that currently remain with third party owners. Those outstanding Links include 8 that are activated and 14 that are not yet and
may not be activated. We are generally retaining activated ("live") Links that are repurchased by us and letting pending
Links lapse for the present. Once Links were sold, Wytec incurred substantial costs to provide equipment and make related lease payments
on activated Links. We have recently shifted its focus to in-building cellular and private LTE services, respectively, and to its patented
LPN-16 technology. Consequently, we do not plan to sell, lease, use, or activate any additional Links. Wytec has executed a plan to repurchase
the Links connected to its registered Link program and in the process of purchasing the remaining 22 links in order to strengthen our
balance sheet by having holders exchange them for equity. We may offer Link holders the opportunity to exchange such Links based on the
reference price. We have recorded a current liability for "other payables" on our balance sheet for the remaining outstanding
Links of $895,000 of which a total of $560,000 of the Links have been converted into common stock as of December 31, 2024, which results
in an outstanding other payable balance of $335,000, We cannot assure that we will be able to retire the rest of the outstanding Links,
or that we will not have claims asserted by Link holders against us for forced activations and lease renewals or refunds.

 Our success depends
in part on the results of current and planned tests of our proprietary LPN-16 technology. Testing thus far has included environmental
and radio frequency interference testing with our manufacturer and multiple speed tests utilizing an integrated 2.4GHz and 5GHz Qualcomm
802.11ac chipset which we completed in December 2014. Additional tests are expected to include proof of concept testing for network load
balancing, public safety Band 14 and mobile network operator mobile data offloading, and WiFi and backhaul network testing. While we expect
future tests of our LPN-16 to go well since preliminary testing of the technology in San Antonio, Texas was positive, the LPN-16 may not
work as we have currently designed and constructed it, causing us material delays and harm. If the LPN-16 fails the upcoming tests or
the tests are materially delayed, it could have a material adverse impact on our financial condition, operating results, and business
performance. The timing of the commencement of the launch of the LPN-16 product line is currently uncertain, and may be delayed until
we have more capital to fund it. We cannot assure that our LPN-16 or any other proprietary technology that we develop will be successful,
will work as planned, or can be commercialized or monetized profitably.

 If our planned comprehensive
testing of the LPN-16 with Trabus Technologies does not yield favorable results, the execution of our business plan could be delayed or
otherwise adversely effected. We are planning to conduct comprehensive trials in the near future with Trabus Technologies to test
the efficacy of the LPN-16, and while we expect good results with respect to transmission speed, capacity, latency, clarity, and related
performance parameters, we cannot assure that the actual results will not be less than expected. We cannot assure the date on which the
trials will be conducted and completed. The trials with satisfactory results are a necessary predicate to commercializing and deploying
our LPN-16 small cell technology. We cannot assure that performance results that will be experienced in the upcoming trials. If the results
are not satisfactory, we will be delayed in the execution of our business plan, our costs will rise as we make necessary adjustments to
the prototypes, and our anticipated revenue will be reduced or delayed.

 We must adapt quickly
to changes in technology. Telecommunications technology is a rapidly evolving technology. We must keep abreast of this technological
evolution. To do so, we must continually improve the performance, features and reliability of our equipment and related products. If we
fail to maintain a competitive level of technological expertise, then we will not be able to compete in our market.

 We could be subject
to reduced revenues, increased costs, liability claims, or harm to our competitive position as a result of cyber security threats or other
security vulnerabilities. Cybersecurity risks and attacks continue to grow. Cybersecurity attacks are evolving and not always
predictable. Any cyberattack, unauthorized intrusion, malicious software infiltration, network disruption, corruption of data, theft of
private or other sensitive information, or inadvertent acts or omissions by our vendors or our own employees could result in the loss,
disclosure, or misuse of confidential or proprietary information, and could lead to interruption of our operations or business, unauthorized
release or use of information, compromise of data, damage to our reputation, damage to our customers or vendors, and increased costs to
prevent, respond to, or mitigate any events. We may not have adequate insurance coverage to compensate us for losses from a security incident.
Accordingly, the impact of a data security incident could have a material adverse effect on our business, results of operations, and financial
condition.

 Our revenues are concentrated
in a small number of customers and they may decrease significantly if we were to lose one of these customers. Laredo ISD generated
approximately 77% of our revenue during the year ended December 31, 2024 and 88% of revenue during the year ended December 31, 2023. Although
we have preferred vendor status with the CTPA of which Laredo is a member, along with over 200 other school districts in Texas, the high
concentration of revenue from a limited number of customers creates a risk that our revenue may decrease substantially if we were to lose
any significant customer. We cannot assure that our current main customers will continue to purchase our products and services in the
future.

 Our inability to respond
timely to technological advances could have an adverse effect on our business. We must be able to respond to technological advances
and emerging industry standards and practices on a cost-effective and timely basis. We can offer no assurance that we will be able to
successfully use new technologies effectively or adapt our products and services in a timely manner to a competitive standard. If we are
unable to adapt in a timely manner to changing technology, market conditions or customer requirements, then we may not be able to successfully
compete in our market.

 Our ability to protect
our intellectual property is uncertain. We assigned our five patents to our former subsidiary, Wytec, LLC, which was then managed
and 50% owned by General Patent Corporation. General Patent Corporation ("GPC"), the oldest patent enforcement firm in the
United States, represents clients on patent enforcement rights and licensing transactions on a contingency basis. GPC was the manager
of Wytec, LLC until 2017, when it assigned all of its rights in Wytec, LLC back to us. After extensive research and analysis, GPC elected
not to assert infringement claims for the patents on behalf of us and itself through Wytec, LLC. All five previous patents prior to 2017
have expired. In 2017, we re-acquired the 50% of Wytec, LLC that we did not already own, and became the manager of it. In 2014, we filed
a new provisional patent application for our proprietary LPN-16 data transmission technology. On October 31, 2017, we received our first
patent on the LPN-16 (patent number 9,807,032). In December of 2020, Wytec was granted a second patent (patent number 10868775 B2), for
our additional claims to our original 2017 patent. In October 2023, we filed a provisional patent to be integrated with our two previous
patents while including both AI, ML, and encryption technologies. In October 2024, we split the provisional patent into four separate
patent applications, one of which we filed with the USPTO and all four of which we filed with the PCT. Although we have applied for additional
patents and may continue to do so in the future, we cannot assure that these patents or any other patents that may be granted to us, if
any, in the future will be enforceable. We will have limited resources to fight any infringements on our proprietary rights and if we
are unable to protect our proprietary rights or if such rights infringe on the rights of others, our business would be materially adversely
affected. The current manufacturer of our LPN-16 owns the intellectual property rights to certain software used in the device which has
now expired and is no longer usable. Wytec plans to replace the software components with its own proprietary software, for which we filed
patent applications in October 2024, designed with AI, ML, and encryption technologies.

 Our business may be
adversely affected by competition. The telecommunications industry is highly competitive. Many of our current and potential competitors
have financial, personnel and other resources, including brand name recognition, substantially greater than ours, as well as other competitive
advantages over us. Certain competitors may be able to secure products from vendors on more favorable terms, devote greater resources
to marketing and promotional campaigns, and adopt more aggressive pricing than we will. We cannot assure that we will be able to compete
successfully against these competitors, which ultimately may have a materially adverse effect on our business, results of operations,
financial condition, and potential products in the future.

 Our business is subject
to government regulation. Aspects of our telecommunication business are subject to and designed to comply with the regulations
of the Federal Communications Commission ("FCC"). A change in those regulations or significant diminution of the right to
access, use or license of the spectrum that we seek may have a material adverse effect on our operating results, financial condition,
and business prospects and performance. We are also subject to regulations applicable to businesses generally, including without limitation
those governing employment, construction, permit requirements, the environment, and health and safety, those governing the telecommunications
industry, and the FCC. The adoption of any additional laws or regulations may decrease the growth of our business, decrease the demand
for services and increase our cost of doing business. Changes in tax laws also could have a significant adverse effect on our operating
results and financial condition.

 We cannot provide assurance
that we will achieve profitability. We cannot provide assurance that we will be able to operate profitably in the future. Profitability,
if any, will depend in part upon our ability to successfully develop and market our proprietary telecommunications technology, and other
products and services. We may not be able to successfully transition from our current stage of business to a stabilized operation having
sufficient revenues to cover expenses. While attempting to make this transition, we will be subject to all the risks inherent in a small
business, including the need to adequately service and expand our customer base and to maintain and enhance our current services.

 We may be exposed to
various possible claims relating to our business and we may not have sufficient insurance to fully protect us. We cannot assure
that we will not incur uninsured liabilities and losses because of the conduct of our business, even though we currently maintain insurance
policies for liability and property insurance coverage, along with workmen's compensation and related insurance. Should uninsured
losses occur, our investors could lose their invested capital.

 We may incur additional
indebtedness. We cannot assure that we will not incur additional debt in the future, that we will have sufficient funds
to repay our indebtedness, or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able
to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business.
We currently have debt as of December 31, 2024 of $730,000 of promissory notes due and payable on various dates through December 2025
and $615,000 of convertible promissory notes due and payable through December 2025.

 We
expect to incur losses for the near future. We project that we will incur development and administrative expenses and operate
at a loss for the foreseeable future unless we are able to generate substantial revenues from our existing and planned proprietary products
and services. We cannot be certain whether or when we will be able to achieve profitability because of the significant uncertainties with
respect to our business.

 We may incur cost overruns.
 We may incur substantial cost overruns in the development and deployment of our proprietary products and services. Management is not
obligated to contribute capital to us. Unanticipated costs may force us to obtain additional capital or financing from other sources or
may cause us to lose our entire investment in our business if we are unable to obtain the additional funds necessary to implement our
business plan. We cannot assure that we will be able to obtain sufficient capital to successfully implement our business plan. If a greater
investment is required in the business because of cost overruns, the probability of earning a profit or a return on investment in us is
diminished.

 We could be subject
to liens. If we fail to pay for materials and services for our business on a timely basis, our assets could be subject
to material men's and workmen's liens. We may also be subject to bank liens in the event that we default on loans from banks,
if any.

 We may face litigation
in the future. We may incur substantial legal fees and costs in connection with future litigation, if any. The Company carries
officers' and directors' liability insurance, as well as other forms of insurance customarily carried by companies such as
Wytec, but we cannot assure that our insurance policies will be adequate to cover all of our litigation costs. There is also a risk that
we could face litigation and regulatory claims that could have a material adverse effect on our financial condition, operating results,
and business. For example, a former Link holder and current common stockholder of Wytec has requested a refund of her payments to Wytec.
While we do not believe that this individual is entitled to a refund, Wytec has been amenable to refunding her, but not in excess of the
amount she paid to Wytec. To date Wytec has refunded $80,000 to her, but she has not properly returned the shares of common stock so they
may be canceled. If this individual commences litigation or we become involved in other litigation, there could be a material adverse
effect on Wytec.

 We may not have adequate
funds to implement our business plan. We have limited capital available to us. Although we anticipate securing additional funding
from the issuance of additional securities, we cannot assure that we will secure all or any of the funding we anticipate. If our entire
original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial
condition, results of operations and business performance would be materially adversely affected. We cannot assure that we will have adequate
capital or financing to conduct our business or to grow.

 Our limited resources
may prevent us from retaining key employees or inhibit our ability to hire and train a sufficient number of qualified management, professional,
technical and regulatory personnel. Our success may also depend on our ability to attract and retain other qualified management
and personnel familiar in telecommunications industry. Currently, we have a limited number of personnel that are required to perform various
roles and duties as a result of our limited financial resources. We intend to use the services of independent consultants and contractors
to perform various professional services, when appropriate to help conserve our capital. If and when we determine to acquire additional
personnel, we will compete for such persons with other companies and other organizations, some of which have substantially greater capital
resources than we do. We cannot provide any assurance that we will be successful in recruiting or retaining personnel of the requisite
caliber or in adequate numbers to enable us to conduct our business.

 The loss of the services
of any or our management or key executives could adversely affect our business. Our success is substantially dependent on the
performance of our executive officers and key employees. The loss of an officer or director could have a material adverse impact on us.
We are generally dependent upon our primary executive officer, William H. Gray, for the direction, management and daily supervision of
our operations. We do not currently have any employment agreements with any members of our management team.

 The consideration being
paid to management has not been determined at arm's-length. The common stock and cash consideration being paid by us to
our management have not been determined based on arm's-length negotiation. We may grant stock options and other equity incentives
to our executive officers and directors, which may further dilute our shareholders' ownership of us. While management believes that
the consideration is fair for the work being performed, there is no assurance that the consideration to management reflects the true market
value of its services.

 Directors
and officers have limited liability. As permitted by the Nevada General Corporation Law, our certificate of incorporation and
by-laws limit the personal liability of our directors and officers and authorize our indemnification of them, but such provision does
not eliminate or limit the liability of a director or officer in certain circumstances, such as for: (i) any breach of the director's
or officer's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Nevada General Corporate Law; or (iv) for any transaction
from which the director derived an improper personal benefit. If we were called upon to perform under our indemnification agreement,
then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

 Global
and regional economic conditions could materially adversely affect our business, results of operations, financial condition and growth.
 Adverse macroeconomic conditions, including inflation, slower growth, or recession, new or increased tariffs, changes to fiscal
and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect
demand for our products and services. In addition, consumer confidence and spending could be adversely affected in response to financial
market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes
to fuel and other energy costs, labor and healthcare costs and other economic factors.

 In
addition to an adverse impact on demand for our products, uncertainty about, or a decline in, global or regional economic conditions could
have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other
channel partners. Potential effects include financial instability; inability to obtain credit to finance operations and purchases of our
products; and insolvency.

 A
downturn in the economic environment could also lead to increased credit and collectability risk on our trade receivables; the failure
of derivative counterparties and other financial institutions; limitations on our liquidity, which is currently minimal; and declines
in the fair value of our financial instruments. These and other economic factors could materially adversely affect our business, results
of operations, financial condition, and growth.

 Our
ability to compete successfully depends heavily on our ability to ensure a continuing and timely introduction of innovative new products,
services and technologies to the marketplace.

 We
could be subject to changes in our tax rates, the adoption of new U.S. or state tax legislation or exposure to additional tax liabilities.
 We are subject to taxes in the U.S. Due to economic and political conditions, tax rates in various jurisdictions may be subject
to significant change. Our effective tax rates could be affected by changes in the mix of earnings in states with differing statutory
tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. We are also
subject to the examination of our tax returns and other tax matters by the U.S. Internal Revenue Service and other tax authorities and
governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy
of our provision for taxes. We cannot assure the outcome of these examinations.

 Impact of supply chain
issues on Wytec's business. Wytec expects delays in the commencement of various installations because of material and equipment
shipping delays as a result of supply chain issues that began during the COVID-19 pandemic. Until the disruption to commerce at all levels
of industry subsides, we expect that we will continue to experience delays in our supply chain. Although we are taking measures to mitigate
the effect of these supply chain issues on our business as much as possible, we are unable to predict the overall impact of continued
delays in our receipt of necessary materials and equipment on us at this time.

 Risks Related to Our Common Stock

 Shares of our common
stock are thinly traded, the price may not reflect our value, there is no assurance that there will be an active market for our shares
of common stock either now or in the future, and our stock price may fluctuate significantly. Shares of our common stock are thinly
traded on the OTCQB Market, and the price, if traded, may not reflect our value. An active trading market for our common stock may not
develop or may not be sustained in the future. The lack of an active market may make it more difficult for stockholders to sell our shares
and could lead to our share price and trading volume being depressed or volatile. We cannot predict the prices at which our common stock
may trade. The market price of the common stock may fluctuate widely and decline, depending on many factors, some of which may be beyond
our control.

 If
our common stock remains subject to the Securities and Exchange Commission's penny stock rules, broker-dealers may experience difficulty
in completing customer transactions and trading activity in our securities may be adversely affected. The Securities and
Exchange Commission ("SEC") has adopted rules that regulate broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national
securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system. Our common stock is
not listed on a national securities exchange and has a market price per share of less than $5.00. Accordingly, transactions in our common
stock are subject to the SEC's "penny stock" rules. The penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,
a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
(i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions
involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. If our common
stock remains subject to the penny stock rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity
in our securities may be adversely affected.

 FINRA sales practice
requirements may limit a stockholder's ability to buy and sell our stock. In addition to the penny stock rules described
above, the Financial Industry Regulatory Authority, Inc. ("FINRA"), has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status, investment objectives and other information. The FINRA
requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the
effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market
in our common stock, reducing a stockholder's ability to resell shares, as well as overall liquidity, of our common stock.

 Your percentage ownership
in us may be diluted in the future. Our board of directors has the authority to cause us to issue additional securities and convertible
securities at such prices and on such terms as it determines in its discretion without the consent of the stockholders, including without
limitation common stock, preferred stock, warrants, stock options, and convertible notes. Consequently, our shareholders are subject to
the risk that their ownership in us will be substantially diluted in the future.

 We may not pay dividends
in the future. Any return on investment may be limited to the value of our common stock. We do not anticipate paying cash dividends
in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition, and other business
and economic factors affecting us at such time as our board of directors may consider relevant. Our current intention is to apply net
earnings, if any, in the foreseeable future to increasing our capital base and marketing. Prospective investors seeking or needing dividend
income should therefore not purchase our common stock. If we do not pay dividends, our common stock may be less valuable because a return
on investment will only occur if our stock price appreciates.

 Offers or availability
for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. If our stockholders
sell substantial amounts of our common stock in the public market if one ever develops, or upon the expiration of any statutory holding
period under Rule 144 or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred
to as an "overhang", in anticipation of which the market price of our common stock could fall. The existence of an overhang,
whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through
the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 Our stock price may
be volatile. The market price of our common stock may be highly volatile and could fluctuate widely in price in response to various
factors, many of which are beyond our control. In addition, the securities markets have from time-to-time experienced significant price
and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially
and adversely affect the market price of our common stock in general.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C Cybersecurity.

 Risk Management and
Strategy

 In
the ordinary course of our day-to-day business, we receive, process, use, store, and share digitally data, including user data as well
as confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability of our information technology
systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to our
operations and business strategy.

 To
this end, we have implemented a Security Incident Response Plan ("SIRP") designed to assess, identify, and manage risks from
potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality,
integrity, and availability of these systems and the data residing in them. Our SIRP is managed and monitored by a dedicated security/information
systems team and includes mechanisms, controls, technologies, systems, policies, and other processes designed to prevent or mitigate data
loss, theft, misuse, or other security incidents or vulnerabilities affecting the systems and data residing in them.

 Our
SIRP is as follows:

 1.

 Preparation —perform a risk assessment and identify sensitive assets. Our team includes an outside security/information systems team that provides managed services on a regular basis.

 2.

 Identification —monitor information technology systems and detect deviations from normal operations and see if they represent actual security incidents. When an incident is discovered, collect additional evidence, establish its type and severity, and document the incident.

 3.

 Containment —perform short-term containment, for example by isolating the network segment that is under attack; then focus on long-term containment, which involves temporary fixes to allow systems to be used in production, while rebuilding clean systems.

 4.

 Eradication —remove malware from all affected systems, identify the root cause of the attack, and take action to prevent similar attacks in the future.

 5.

 Recovery —bring affected production systems back online carefully, to prevent additional attacks. Test, verify, and monitor affected systems to ensure they are back to normal activity.

 6.

 Lessons learned —no later than two weeks from the end of the incident, perform a retrospective of the incident. Prepare complete documentation of the incident, investigate the incident further, understand what was done to contain it, and determine whether anything in the incident response process could be improved.

 Governance

 The audit committee of our
board of directors (the "Audit Committee") is responsible for overseeing cybersecurity risk and periodically updates our board
of directors on such matters. The Audit Committee receives periodic updates from management regarding cybersecurity matters, and is notified
between such updates regarding any significant new cybersecurity threats or incidents. We do not believe that there are currently any
known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations,
or financial condition.

 Item 2. Properties.

 We currently lease approximately
3,395 square feet of office space at 19206 Huebner Road, Suite 202, San Antonio, Texas 78258 and 2,210 square feet of office space at
19206 Huebner Road, Suite 201, San Antonio, Texas 78258 for approximately $6,100 per month on a month to month basis.

 Item 3. Legal Proceedings.

 None.

 Item 4. Mine Safety Disclosures.

 Not Applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 Market Information

 On July 30, 2024, we received
our permission for quotation on the OTCQB market under the symbol "WYTC." Prior to receiving our acceptance for trading, there
was no public market for our common stock.

 As of March 20, 2025, there
were approximately 878 holders of record of our common stock, not including shares held in "street name" in brokerage accounts
which is unknown.

 Dividend Policy

 We have not declared or paid
any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We can
give no assurances that we will ever have excess funds available to pay dividends.

 Common Stock

 The Company is authorized
to issue 495,000,000 shares of common stock, par value $0.001 per share. Holders of common stock are entitled to one vote per share. The
common stock does not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the outstanding
shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election.

 As of March 20, 2025, there
were 878 record holders of our common stock, not including shares held in "street name" in brokerage accounts which is unknown,
and we had 16,750,730 shares of common stock issued and outstanding.

 Equity Compensation Plan and Information

 In November 2023, the board
of directors of the Company approved a compensation plan for the directors of the Company pursuant to which each quarter each director
will receive the share equivalent of $18,750 of the Company's common stock in consideration for such director's valuable services
as a director of the Company (i) based on the most recent valuation report received by the Company for its common stock if the Company's
common stock is not quoted on the NASDAQ Capital Market or equivalent or higher public securities trading market (each a "Trading
Market") during the applicable quarter or (ii) based on the average closing price that is quoted on a Trading Market (if more than
one, the one with the then highest trading volume) during the applicable quarter if the Company's common stock is quoted on a Trading
Market at any time during applicable quarter. For services provided during 2024 each director received a total of 15,000 shares of the
Company's common stock.

 In July 2024, the director
of operations and corporate secretary of the Company received 25,000 common stock purchase warrants exercisable on a cash or cashless
basis at an exercise price of $5.00 per until December 31, 2025 in consideration for her services to the Company.

 We have not yet, but may in
the future, establish a management equity incentive plan pursuant to which stock options and restricted stock awards may be authorized
and granted to the executive officers, directors, employees, and key consultants of Wytec.

 Recent Sales of Unregistered Equity Securities

 During
the fourth quarter of 2024, the Company issued a total of $310,000 of 9.5% secured convertible promissory notes (the "2024 Notes")
to a total of six investors, including $75,000 of 2024 Notes to a director of the Company pursuant to a private placement in accordance
with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). 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.

 In December 2024, the Company
issued a total of 18,750 shares of common stock to the Company's five directors as compensation for services rendered during the
third quarter of 2024 in accordance with Rule 506(b) of Regulation D of the Securities Act.

 Purchases of Equity Securities by Issuer

 None.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 Cautionary Statements

 This Form 10-K contains financial
projections and other "forward-looking statements," as that term is used in federal securities laws, about our financial condition,
results of operations and business. These statements include, among others, statements concerning the potential for revenues and expenses
and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these
statements by looking for 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 in this Form 10-K.

 These forward-looking statements
are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future
results expressed or implied by us in those statements. The most important facts that could prevent us from achieving our 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)

 our failure to earn revenues or profits;

 (d)

 inadequate capital to continue 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 minimal 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-K. 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-K or to reflect the occurrence of unanticipated events.

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

 Overview of Current Operations

 Wytec 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 agreements with multiple vendors and 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, known as the "LPN-16," designed to support a
dense neutral host citywide 5G network coverage. Small cell technology is purported by PricewaterhouseCoopers International
Limited to be the key component to 5G deployment.

 In August 2023, we entered
into an agreement with Trabus to utilize Trabus' algorithms for AI, and ML to facilitate the development of our gunshot detection
and other smart sensors. Our agreement with Trabus also addresses the prototype to be developed for the Pilot Program to be offered to
TXShare Program members in the second or third quarter of 2025, which is expected to include our gunshot detection technology.

 In October 2023, we entered
into an agreement with Lemko to provide the wireless gateway and to enhance our LPN-16 technology in conjunction with our development
of an integrated solution to supplement our in-building solution, including our gunshot detection and drug sensing solutions, utilizing
the algorithms currently being developed by Trabus with Lemko's small cells serving as a wireless communications channel. The Pilot
Program is expected to utilize Lemko's small cell technology employing the latest FCC CBRS radio with our in-building cellular services.

 In October 2023, we filed
a provisional patent the USPTO for our smart-sensor technology. In October 2024, we split the provisional patent into four separate patent
applications, one of which we filed with the USPTO ("Smart Sensor System for Threat Detection," filed as U.S. Application
No. 18/902,824, describing a process for firearm discharge detection using multiple machine learning models) and all four of which we
filed with the PCT. In January 2025, we received notice of allowance for the patent we filed with the USPTO. We expect to file patent
applications for the other three with the USPTO in 2025. With these additional patents we anticipate that we will be able to adapt our
technology to different service industries.

 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 enhanced LPN-16 technology with our recent addition of AI and ML 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 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 use" 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 values 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,
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 and Cost 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 sale 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.

 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

 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 December 31, 2023, the Company has
estimated no product warranty accrual given the Company's de minimis historical financial warranty experience.

 Stock Based Compensation
and Warrant Award: The Company measures stock-based compensation expense for stock and warrant 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 Company previously engaged valuation specialists to assist with determining
the fair value of our common stock prior to being listed on the OTCQB market in August 2024. The Company provided the specialist with
judgmental inputs and assumptions such as cash flow projections and future results of operations to the specialist. After July 30, 2024
and being listed for trading on the OTCQB market, the fair value of the Company's common stock is valued at the OTCQB market trading
value.

 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.

 Results of Operations for the Years Ended December
31, 2024 and 2023

 Revenues for the year ended
December 31, 2024 were $131,077 compared to revenues of $255,634 for the year ended December 31, 2023, which resulted in a decrease of
$124,557, or 49%. Our revenues decreased in 2024 compared to 2023 due to a decrease in revenue from our Cel-Fi services. Revenues from
the sale and installation of Cel-Fi systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $105,110 in 2024 and $225,388 in
2023, which resulted in a decrease of $120,278. Our revenues decreased from network and other services including fixed wireless services,
which totaled $25,967 in 2024 and $30,246 in 2023, representing a decrease of $4,279. The revenue decrease in network services is predominately
due to a decrease in monitoring and maintenance services provided.

 Cost of sales for the year
ended December 31, 2024 was $55,571, a decrease of $115,333 or 67%, from $170,904 for the year ended December 31, 2023. Our cost of sales
decreased primarily due to decreased costs related predominately to the decrease in revenues related to our contract with the Laredo ISD.

 Selling and general and administrative
expenses were $2,755,418 for the year ended December 31, 2024 compared to $2,999,384 for the year ended December 31, 2023, which resulted
in a decrease of $241,127 or 8%. The decrease in our selling and general and administrative expenses is largely due to a decrease in stock
compensation of $159,952, a decrease in professional fees of $86,120, and a decrease in payroll related expenses of $39,333 which were
offset by an increase in marketing and advertising of $43,883. Salaries and wages expenses were $732,962 for the year ended December 31,
2024 compared to $772,295 for the year ended December 31, 2023, which resulted in a decrease of $39,333 or 5%. The decrease in salaries
and wages is due to fewer employees employed by the Company during 2024.

 Other income (expense) was
($586,551) for the year ended December 31, 2024 compared to ($222,245) for the year ended December 31, 2023, which resulted in an increase
in the net expense of $364,306. The increase in the expense was a result of the impairment on loss of investment for $600,000 offset by
a decrease in interest expense of $154,110.

 Research and development costs
were $379,940 for the year ended December 31, 2024 compared to $131,759 of research and development costs for the year ended December
31, 2023, which resulted in an increase of $248,181. The increase in research and development costs is due to an increase in expenses
incurred in the development of our LPN-16.

 Depreciation expense was $25,964
for the year ended December 31, 2024 compared to $42,355 for the year ended December 31, 2023, resulting in a decrease of $16,391 or 39%.
The decrease in depreciation expense is principally due to fewer asset additions in the last two to three years.

 Liquidity and Capital Resources

 While we have raised capital
to meet our working capital and financing needs in the past, additional financing will be required in order to meet our current and projected
cash requirements for operations. As of December 31, 2024, we had a working capital deficit of $2,358,251. The $335,000 other payable
account balance at December 31, 2024 and 2023, represents Link sales that have been funded by customers, for which the Company no longer
expects to fulfill the related obligations to justify presenting as deferred revenue. The Company intends to relieve the liability through
a combination of exchanges for common stock and cash.

 We estimate that we could
need approximately $4,200,000 of capital or financing over the next twelve months to fund our planned operations, including the commercialization
of our LPN-16 for supporting our private LTE services and paying down $1,345,000 of existing note payables that is expected to come due
in the next twelve months as well as to pay out the $335,000 included in other payables. Until the $335,000 is converted to common stock,
the amounts are due on demand and, therefore, while unlikely to be demanded, the monies are included as an outflow over the next twelve
months. Additionally, Wytec will look to extend or convert into common stock the debt of $1,345,000 that comes due in 2025, however, until
negotiated, it is included as a cash need for the next twelve months. Approximately $2,577,000 of the cash needs relates to operational
needs, including paying down current accounts payable of approximately $617,000, accrued interest of $183,715, and $1,776,000 of operations,
including research and development expenses, that cannot be extended.

 We anticipate that we will
incur operating losses in the next twelve months. Our prospective customers budgetary allowances and funding, must be considered while
considering 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 year ended December 31, 2024 were $1,704,485 compared to $1,858,322 during the year ended December 31, 2023.

 Cash Flow from Investing Activities

 In 2024, the Company invested
$1,899 in computer equipment. In contrast, our 2023 investing activities consisted of a $600,000 investment in Insurance Resources LLC.

 Cash Flow from Financing Activities

 Cash flows provided from financing
activities during the year ended December 31, 2024 were $1,252,323 compared to $2,929,334 during the year ended December 31, 2023. During
the year ended December 31, 2024, we received $668,932 from the exercise of common stock purchase warrants, and during the year ended
December 31, 2023, we received $605,865 from the exercise of common stock purchase warrants. During the year ended December 31, 2024,
we also obtained debt financing of $605,000 while during the year ended December 31, 2023, we obtained financing of $2,376,515.

 Satisfaction of Our Cash Obligations for the
Next Twelve Months

 As of December 31, 2024, our
cash balance was $110,699. 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 revenue 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.

 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 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

 The $335,000 other payable
account balance at December 31, 2024 and 2023, represents Link sales that have been funded by customers, for which the Company no longer
expects to fulfill the related obligations to justify presenting as deferred revenue. The Company intends to relieve the remaining amount
of this 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 $34,781,581 at December 31, 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, we cannot assure 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

 Recently Issued Accounting Standards

 We have reviewed the standards
issued by the Financial Accounting Standards Board ("FASB") through December 31, 2024 and which are not yet effective. The
following is a list of pronouncements that the Company has or will adopt:

 On December 14, 2023, FASB
issued ASU 2023-09: Improvements to Income Tax Disclosures (Topic 740). The new standard was issued with the intent of expanding
income tax expense presentation and note disclosure requirements. The new standard becomes effective on January 1, 2025, but the Company
does not expect the standard to have a significant impact on the Company's financial statements.

 Item 8. Financial Statements and Supplementary Data

 FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 CONTENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID 171)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024 and 2023

 Statements of Stockholders' (Deficit) for the years ended December 31, 2024 and 2023

 Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Financial Statements

 Report of Independent
Registered Public Accounting Firm

 To the Stockholders and the Board of Directors
of Wytec International, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Wytec International,
Inc. (the "Company") as of December 31, 2024 and 2023, the related statements of operations, stockholders' deficit and cash
flows for the years then ended, and the related notes to the financial statements (collectively, "the financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses
from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters also are described in Note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. We determined that there are no critical audit matters.

 HORNE LLP

 We have served as the Company's auditor since 2023.

 Ridgeland, Mississippi

 March __, 2025

 F- 1

 BALANCE SHEETS

 2024

 2023

 Assets

 Current assets:

 Cash

 $
 110,699

 $
 564,760

 Employee retention credit receivable

 96,263

 –

 Inventory

 30,041

 30,303

 Total current assets

 237,003

 595,063

 Property and equipment, net

 2,140

 26,205

 Investment in limited liability company

 –

 600,000

 Operating lease, right-of-use assets

 84,427

 –

 Total assets

 $
 323,570

 $
 1,221,268

 Liabilities and Stockholders' Deficit

 Current liabilities:

 Accounts payable and accrued expenses

 $
 493,651

 $
 391,104

 Accounts payable, related party

 341,871

 253,771

 Other payable

 335,000

 335,000

 Operating lease, right-of-use obligation, current portion

 72,583

 –

 Contract liability

 7,149

 21,394

 Notes payable

 –

 21,609

 Convertible promissory notes

 615,000

 364,515

 Promissory notes, shareholders

 730,000

 710,000

 Total current liabilities

 2,595,254

 2,097,393

 Long-term liabilities:

 Operating lease, right-of-use obligation, long term portion

 12,844

 –

 Total long-term liabilities

 12,844

 –

 Total liabilities

 2,608,098

 2,097,393

 Commitments and contingencies (See Note N)

 –

 Stockholders' deficit:

 Preferred stock, par value $ 0.001 per share, 20,000,000 shares authorized:

 Series A convertible preferred stock, par value $ 0.001 per share, 4,100,000 shares designated, 100,000 shares issued and 0 shares outstanding at December 31, 2024 and 2023

 Series B convertible preferred stock, par value $ 0.001 per share, 6,650,000 shares designated, 44,535 shares issued and 0 shares outstanding at December 31, 2024 and 2023

 Series C convertible preferred stock, par value $ 0.001 per share, 1,000 shares designated, 0 and 1,000 shares issued and outstanding at December 31, 2024 and 2023

 –

 Common stock, par value $ 0.001 per share, 495,000,000 shares authorized, 16,751,980 and 13,288,692 shares issued and outstanding at December 31, 2024 and 2023

 16,752

 13,287

 Additional paid-in capital

 32,725,656

 30,558,906

 Accumulated deficit

 ( 34,781,581
)

 ( 31,109,214
)

 Repurchased shares

)

)

 Subscriptions payable

 93,750

 –

 Treasury stock:

 Series A convertible preferred stock, at cost, 100,000 shares and 100,000 shares

)

)

 Series B convertible preferred stock, at cost, 44,535 shares and 44,535 shares

)

)

 Total stockholders' deficit

 ( 2,284,528
)

 ( 876,125
)

 Total liabilities and stockholders' deficit

 $
 323,570

 $
 1,221,268

 See accompanying notes to the financial statements.

 F- 2

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2024

 2023

 Revenues

 $
 131,077

 $
 255,634

 Cost of revenues

 55,571

 170,904

 Gross profit

 75,506

 84,730

 Expenses:

 Selling, general, and administrative

 2,755,418

 2,999,384

 Research and development

 379,940

 131,759

 Depreciation and amortization

 25,964

 42,355

 Operating expenses, net

 3,161,322

 3,173,498

 Net operating loss

 ( 3,085,816
)

 ( 3,088,768
)

 Other income (expense):

 Other income

 96,263

 14,679

 Interest expense

 ( 82,814
)

 ( 236,924
)

 Impairment loss on investment

 ( 600,000
)

 –

 Total other expense

 ( 586,551
)

 ( 222,245
)

 Net loss

 $
 ( 3,672,367
)

 $
 ( 3,311,013
)

 Weighted average number of common shares outstanding - basic and fully diluted

 14,894,972

 12,278,022

 Net loss per share - basic and fully diluted

 $
 ( 0.25
)

 $
 ( 0.27
)

 See accompanying notes to the financial statements.

 F- 3

 STATEMENTS OF STOCKHOLDERS' DEFICIT

 Class A

 Class B

 Class C

 Preferred Stock

 Preferred Stock

 Preferred Stock

 Common Stock

 Balance, January 1, 2023

 $

 $

 1,000

 $

 12,195,166

 $
 12,194

 Conversion of note payable into common stock

 –

 –

 –

 –

 –

 –

 683,145

 Cancellation of subscription payable

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants exercised for cash

 –

 –

 –

 –

 –

 –

 121,173

 Cashless warrants exercised

 –

 –

 –

 –

 –

 –

 20,913

 Extension of warrants

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants issued as compensation

 –

 –

 –

 –

 –

 –

 –

 –

 Stock issued for board member compensation

 –

 –

 –

 –

 –

 –

 268,295

 Net loss for the year ended December 31, 2023

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2023

 1,000

 13,288,692

 13,287

 Conversion of note payable into common stock

 –

 –

 –

 –

 –

 –

 70,961

 Warrants exercised for cash

 –

 –

 –

 –

 –

 –

 133,787

 Cashless warrant exercised

 –

 –

 –

 –

 –

 –

 46,250

 Extension of warrants

 –

 –

 –

 –

 –

 –

 –

 –

 Conversion of series C stock for common stock

 –

 –

 –

 –

 ( 1,000
)

 ( 1
)

 3,000,000

 3,000

 Stock issued for board member compensation

 –

 –

 –

 –

 –

 –

 Stock issued to existing holders

 –

 –

 –

 –

 –

 –

 154,840

 Stock issued as compensation

 –

 –

 –

 –

 –

 –

 1,200

 Warrants issued as compensation

 –

 –

 –

 –

 –

 –

 –

 –

 Net loss for the year ended December 31, 2024

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2024

 $

 $

 –

 $
 –

 16,751,980

 $
 16,752

 F- 4

 STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)

 Class A Preferred

 Class B Preferred

 Additional

 Total

 Treasury Stock

 Treasury Stock

 Paid-in

 Repurchased

 Subscriptions

 Accumulated

 Stockholders'

 Capital

 Payable

 Deficit

 (Deficit)

 Balance, January 1, 2023

 $
)

 $
)

 $
 25,118,099

 $
)

 $
 25,400

 $
 ( 27,798,201
)

 $
 ( 2,981,612
)

 Conversion of note payable into common stock

 –

 –

 –

 –

 3,409,776

 –

 –

 –

 3,410,459

 Cancellation of subscription payable

 –

 –

 –

 –

 –

 –

 ( 25,400
)

 –

 ( 25,400
)

 Warrants exercised for cash

 –

 –

 –

 –

 605,744

 –

 –

 –

 605,865

 Cashless warrants exercised

 –

 –

 –

 –

 ( 21
)

 –

 –

 –

 –

 Extension of warrants

 –

 –

 –

 –

 3,471

 –

 –

 –

 3,471

 Warrants issued as compensation

 –

 –

 –

 –

 38,611

 –

 –

 –

 38,611

 Stock issued for board member compensation

 –

 –

 –

 –

 1,383,226

 –

 –

 –

 1,383,494

 Net loss for the year ended December 31, 2023

 –

 –

 –

 –

 –

 –

 –

 ( 3,311,013
)

 ( 3,311,013
)

 Balance, December 31, 2023

)

)

 30,558,906

)

 –

 ( 31,109,214
)

 ( 876,125
)

 Conversion of note payable into common stock

 –

 –

 –

 –

 354,734

 –

 –

 –

 354,805

 Warrants exercised for cash

 –

 –

 –

 –

 668,798

 –

 –

 –

 668,933

 Cashless warrant exercised

 –

 –

 –

 –

 ( 47
)

 –

 –

 –

 –

 Extension of warrants

 –

 –

 –

 –

 45,775

 –

 –

 –

 45,775

 Conversion of series C stock for common stock

 –

 –

 –

 –

 ( 2,999
)

 –

 –

 –

 –

 Stock issued for board member compensation

 –

 –

 –

 –

 281,197

 –

 93,750

 –

 375,003

 Stock issued to existing holders

 –

 –

 –

 –

 774,045

 –

 –

 –

 774,200

 Stock issued as compensation

 –

 –

 –

 –

 3,359

 –

 –

 –

 3,360

 Warrants issued as compensation

 –

 –

 –

 –

 41,888

 –

 –

 –

 41,888

 Net loss for the year ended December 31, 2024

 –

 –

 –

 –

 –

 –

 –

 ( 3,672,367
)

 ( 3,672,367
)

 Balance, December 31, 2024

 $
)

 $
)

 $
 32,725,656

 $
)

 $
 93,750

 $
 ( 34,781,581
)

 $
 ( 2,284,528
)

 See accompanying notes to
the financial statements.

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year

 Ended December 31,

 2024

 2023

 Cash flows from operating activities

 Net loss

 $
 ( 3,672,367
)

 $
 ( 3,311,013
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation

 25,964

 42,355

 Reversal of stock-based compensation

 –

 ( 25,400
)

 Warrant expense

 87,663

 42,082

 Stock-based compensation

 1,152,563

 1,383,493

 Non-cash lease expense

 55,934

 12,280

 Impairment of investment

 600,000

 –

 Decrease (increase) in operating assets

 Accounts receivable

 –

 1,500

 Employee retention credit receivable

 ( 96,263
)

 –

 Inventory

 65,636

 Increase (decrease) in operating liabilities

 Accounts payable and accrued expenses

 122,838

 ( 57,700
)

 Accounts payable, related party

 88,100

 ( 17,738
)

 Contract liability

 ( 14,245
)

 18,559

 Operating lease liability

 ( 54,934
)

 ( 12,376
)

 Net cash used in operating activities

 ( 1,704,485
)

 ( 1,858,322
)

 Cash flows from investing activities

 Purchase of investment

 –

 ( 600,000
)

 Purchase of equipment

 ( 1,899
)

 –

 Net cash used in investing activities

 ( 1,899
)

 ( 600,000
)

 Cash flows from financing activities

 Proceeds from promissory notes, shareholders

 20,000

 25,000

 Proceeds from issuance of convertible promissory notes

 585,000

 2,351,515

 Payments on promissory notes, shareholders

 –

 ( 25,000
)

 Payments on notes payable

 ( 21,609
)

 ( 28,046
)

 Proceeds from exercise of warrants

 668,932

 605,865

 Net cash provided by financing activities

 1,252,323

 2,929,334

 Net decrease in cash

 ( 454,061
)

 471,012

 Cash - beginning of period

 564,760

 93,748

 Cash - end of period

 $
 110,699

 $
 564,760

 Supplemental disclosures:

 Interest paid

 $
 7,813

 $
 8,727

 Non-cash investing and financing activities:

 Conversion of accrued interest and note payable into common stock

 $
 354,805

 $
 3,410,459

 ROU assets and operating lease obligations recognized

 $
 140,361

 $
 –

 See accompanying notes to the financial statements.

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 NOTE A – SIGNIFICANT ACCOUNTING POLICIES

 Description of Business: Wytec International,
Inc. ("Wytec," "we," "our," "us," or the "Company"), a Nevada corporation,
designs, manufactures, and installs carrier-class Wi-Fi solutions in the 70 and 80 gigahertz licensed frequency program to local government,
Mobile Service Operations, National Telecommunications Operators, and corporate enterprises. Wytec was previously involved in the sale
of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to their commercial and enterprise
clients and has been 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. generally accepted accounting principles ("GAAP")
and applied on a consistent basis.

 Revenue and Cost 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 2024
and 2023, all sales and installation revenue was recognized when the installation was completed.

 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.

 F- 7

 Cash: The Company considers all bank deposits
and short-term securities with an original purchase maturity of three months or less to be cash equivalents.

 Inventory: Inventory is stated at the lower
of cost and 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.

 Allowance for Credit Losses: The allowance
for credit losses is evaluated on a regular basis through periodic reviews of the collectability of the receivables in light of historical
experience, adverse situations that may affect our customers' ability to repay, and prevailing economic conditions. This evaluation is
inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Accounts
receivable are determined to be past due based on how recently payments have been received and those considered uncollectible are charged
against the allowance account in the period they are deemed uncollectible. No allowance for trade accounts receivable was determined to
be necessary at December 31, 2024 and December 31, 2023.

 Property and Equipment: Property and equipment
are stated at cost. Depreciation is computed using the estimated useful lives of the related assets, generally ranging from five to ten
years. Expenditures for repairs and maintenance are charged to costs and expensed as incurred, while expenditures for renewal and betterments
are capitalized. Leasehold improvements are amortized over the remaining term of the lease. Upon retirement or replacement, the cost of
capitalized assets and the related accumulated depreciation and amortization is eliminated with the resulting gain or loss recognized.

 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.

 Impairment of Long-lived Assets: The Company
reviews the carrying value of construction in process and property and equipment for impairment whenever events and circumstances indicate
that the carrying value of the assets may not be recoverable from the estimated future cash flows expected to result from their use and
eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized
equal to an amount by which the carrying value exceeds the fair value of long-lived assets. The factors considered by management in performing
this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition,
and other economic factors. Useful lives are periodically evaluated to determine whether events or circumstances have occurred which indicate
the need to revise the useful lives.

 Income Taxes: The provision for income
taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating
losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply
to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company
records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 The Company recognizes the tax benefit from an
uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

 F- 8

 Stock Based Compensation and Warrant Awards:
The Company measures stock-based compensation expense for stock and warrant 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 Company previously engaged valuation specialists to assist with determining the fair value
of our common stock prior to being listed on the OTCQB market in August 2024. The Company provided the specialist with judgmental inputs
and assumptions such as cash flow projections and future results of operations to the specialist. After July 30, 2024 and being listed
for trading on the OTCQB market, the fair value of the Company's common stock is valued at the OTCQB market trading value.

 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.

 Fair Value of Financial Instruments: The
Company's financial instruments include cash and cash equivalents, accounts receivable, investments, accounts payable, accrued expenses,
convertible promissory notes and notes payable. The recorded values of these financial instruments approximate their fair values based
on their short-term nature. The carrying value of long-term notes payable approximates fair value since the related rates of interest
approximate market rates.

 The Company measures its financial assets and
liabilities in accordance with the requirements of FASB ASC 820, "Fair Value Measurements and Disclosures". Fair value is
defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation
techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes
a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

 Level 1: inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities in active markets

 Level 2: inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability,
either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3: inputs to the valuation
methodology are unobservable and significant to the fair value

 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. During the year ended December 31, 2024, the Company's
investment in Insurance Resources, LLC was considered impaired and a loss on impairment was recognized for $ 600,000. Toward the end of
2024, Insurance Resource, LLC noted that all subsidiaries of Ngena, Inc. ceased operations, and the only revenue-generating entity became
insolvent, ultimately being sold as part of the insolvency process. Consequently, all awarded contracts were halted by the insolvency
agency. Therefore, there are no investments from Insurance Resources, LLC that appear to be operational or generating any revenue opportunities.
The Company's investment is considered permanently impaired, with no future cash flows expected. The impairment loss reduced the
investment in limited liability company line item in the balance sheet, decreasing total assets by $ 600,000. Additionally, the impairment
was recorded as an other expense in the statement of operation for the year ended December 31, 2024 as an impairment loss on investment
for $ 600,000.

 F- 9

 Concentrations of Credit Risk: Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The
Company maintains cash deposits with financial institutions and limits the amount of credit exposure to any one financial institution.
Deposits with financial institutions may on occasion exceed the federally insured limits. The Company periodically assesses the financial
institutions and believes the risk of any loss is minimal.

 Government Regulations: The Company is
subject to federal, state and local provisions regulating the discharge of materials into the environment. Management believes that its
current practices and procedures for the control and disposition of such wastes comply with applicable federal, state and local requirements.

 Income (loss) per share: Basic income (loss)
per common share is calculated by dividing net income (loss) by the weighted average number of shares of stock outstanding during the
year, including shares issuable without additional consideration. Diluted income (loss) per common share – assuming dilution is
calculated by dividing net income by the weighted average number of shares outstanding during the year adjusted for the effect of dilutive
potential shares from options and warrants calculated using the treasury stock method and the if-converted method for preferred stock.
Potentially dilutive shares of common stock will be excluded from diluted net loss per common share because the impact of such inclusion
would be anti-dilutive.

 Use of Estimates: The preparation of the
financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the stock-based
compensation expense for warrants issued for services (see Note I for further details on estimates used to calculate warrant expense).
Actual results could differ from those estimates.

 New Accounting Standards:

 On December 14, 2023, FASB issued ASU 2023-09:
 Improvements to Income Tax Disclosures (Topic 740). The new standard was issued with the intent of expanding income tax expense
presentation and note disclosure requirements. The new standard becomes effective on January 1, 2025, but the Company does not expect
the standard to have a significant impact on the Company's financial statements.

 NOTE B – GOING CONCERN

 The financial statements are prepared in accordance
with U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal
course of business. The Company has incurred continuous losses from operations, has an accumulated deficit of $ 34,781,581 at December
31, 2024, and reported cash used by operations of $ 1,704,485 and working capital deficit of $ 2,358,251 as of and for the year ended December
31, 2024, all of which 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 equity financing. Management expects to continue to seek additional funding through private or public equity sources
and will seek debt financing. 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. Management plans to
raise additional funding through a capital raise associated with a public offering and/or additional private capital raises.

 F- 10

 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.

 NOTE C – REVENUES AND ACCOUNTS RECEIVABLE

 The Company recognizes revenue in accordance with
its accounting policy. The Company invoices customers and recognizes accounts receivable in an amount equivalent to which it has an unconditional
right and expects to receive aligned with the agreement with 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

 Schedule of timing of revenue recognition

 For the Year Ended

 2024

 2023

 Point in Time

 $
 105,110

 $
 225,388

 Over Time

 25,967

 30,246

 $
 131,077

 $
 255,634

 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 $ 105,110 in 2024 and $ 225,388 in 2023. The contracts for the sale of in-building cellular systems generally include
the performance obligation to sale and install (including testing, commissioning and integration services) equipment. The amount of revenue
earned related to the sales of equipment was $ 77,410 in 2024 and $ 156,398 in 2023. The amount of revenue earned related to installation
and other services was $ 27,700 in 2024 and $ 68,990 in 2023. 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
$ 25,967 in 2024 and $ 30,246 in 2023. Network service revenues are recognized each month as services are rendered.

 Due to the Company billing service agreements
in advance and recognizing revenue for service agreements over time as more fully described in its accounting policy, the Company carries
a contract liability balance proportional to the time remaining on each customer agreement. The Company issues invoices to customers for
completed work as performance obligations satisfied as of a point in time are fulfilled and does not carry a contract asset balance for
these performance obligations.

 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 December 31, 2024 that the
Company expects to recognize over the next year is $ 7,149.

 F- 11

 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.

 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.

 NOTE D – INVESTMENT IN LIMITED LIABILITY
COMPANY

 The Company made an investment into another company
in the amount of $ 600,000 during the year ended December 31, 2023 for a total ownership percent of 0.56 %. 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 year ended December 31, 2024, there were no dividends received and the Company determined
that the investment was fully impaired at December 31, 2024, resulting in a loss on impairment of $ 600,000. Toward the end of 2024, Insurance
Resource, LLC noted that all subsidiaries of Ngena, Inc. ceased operations, and the only revenue-generating entity became insolvent, ultimately
being sold as part of the insolvency process. Consequently, all awarded contracts were halted by the insolvency agency. Therefore, there
are no investments from Insurance Resources, LLC that appear to be operational or generating any revenue opportunities. The Company's
investment is considered permanently impaired, with no future cash flows expected. The impairment loss reduced the investment in limited
liability company line item in the balance sheet, decreasing total assets by $ 600,000. Additionally, the impairment was recorded as an
other expense in the statement of operations for year ended December 31, 2024 as an impairment loss on investment for $ 600,000.

 NOTE E – PROPERTY AND EQUIPMENT

 Property and equipment consist of the following:

 Schedule of property and equipment

 2024

 2023

 Telecommunications equipment and computers

 $
 299,885

 $
 299,943

 Vehicle

 23,805

 23,805

 Office furniture and fixtures

 9,029

 9,325

 Less: Accumulated depreciation

 ( 330,579
)

 ( 306,868
)

 Property and equipment, net

 $
 2,140

 $
 26,205

 Depreciation expense for the year ended December 31, 2024 and 2023
was $ 25,964 and $ 42,355, respectively.

 F- 12

 NOTE
F – DEBT

 Schedule of debt

 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

 $
 –

 $
 21,609

 Unsecured promissory note payable to a director of the Company, at 7% per annum, due in August 2025

 625,000

 625,000

 Unsecured promissory note payable to 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, 2025

 55,000

 364,515

 Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025

 560,000

 –

 Unsecured convertible promissory note payable to a shareholder, at 9.5% per annum, due on June 30, 2025

 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

 Unsecured promissory note payable to the president of the Company, at 7% per annum, due in October 2025

 10,000

 –

 Unsecured promissory note payable to the president of the Company, at 7% per annum, due in December 2025

 10,000

 –

 Total

 $
 1,345,000

 $
 1,096,124

 In February 2020, we issued a note in the amount
of $ 625,000 bearing simple interest at a rate of 7 % per annum to Mr. Christopher Stuart, a director of the Company, initially due in August
2021 (the "$625,000 Note"). The note, as amended, contains a feature that allows the Company to extend the maturity date up
to six months, nine times, in the Company's sole discretion. This note was issued along with 62,500 common stock purchase warrants
that were determined to have a fair market value of $ 80,053 on 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 eight extensions extending
the maturity date of the note to August 13, 2025.

 In October 2021, the president of the Company
loaned the Company $ 10,000 pursuant to an unsecured promissory note bearing simple interest at a rate of 5 % per annum initially due on
October 21, 2022. The note was amended in October 2022 to extend the maturity date to October 21, 2023 and 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 $ 25,000 pursuant 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.

 F- 13

 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 LPN-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, the noteholders ("2023 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. As of December 31, 2024, the Company has issued a total of $ 2,289,515 of 2023 Notes pursuant to this offering, including $ 1,925,000
of which was converted into common stock and 2023 Warrants during the year ended December 31, 2023 and $ 309,515 of which was converted
into common stock and 2023 Warrants during the year ended December 31, 2024. In December 2024, the maturity date of the remaining $ 55,000
of 2023 Notes held by two investors was extended to December 31, 2025 in consideration for extending the expiration date of the 2023 Warrants,
if issued, to December 31, 2025.

 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 December 31,
2024, the Company issued a total of $ 585,000
of 2024 Notes pursuant to this offering, including $ 50,000 of which was purchased by Mr. Christopher Stuart, a director of the
Company, and $ 25,000
of which was converted into common stock and 2024 Warrants during the year ended December 31, 2024.

 In October 2024, the president of the Company
loaned the Company $ 10,000 pursuant to an unsecured promissory note 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.

 In December 2024,
we amended an unsecured promissory note issued to one investor in the amount of $ 50,000 bearing simple interest at a rate of 9.5 %, due
on December 31, 2024, in order to extend the maturity date of the note by allowing the Company to extend the maturity date of the note
by five additional six month periods instead of two additional six month periods in consideration for permitting the optional conversion
of the note into shares of the Company's common stock and the possible issuance of warrants to purchase shares of the Company's
common stock if the note is converted on or before December 31, 2025. The Company has exercised three extensions extending the
maturity date of the note to June 30, 2025.

 In December 2024, the president of the Company
loaned the Company $ 10,000 pursuant to an unsecured promissory note due on December 9, 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.

 F- 14

 Future minimum payments consist of the following:

 Schedule of long term debt maturities

 2025

 $
 1,345,000

 Total future payments

 $
 1,345,000

 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 $80,000
during 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 $ 80,000 payments have been recorded as a reduction of additional paid in capital.

 NOTE H – LEASES

 Short Term Leases

 The Company previously leased facilities on a
month-to-month basis through February 29, 2024. Total lease expense related to short term leases for the year ended December 31, 2024
and 2023, totaled $ 12,200 and $ 73,200, respectively.

 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 year ended December 31,
2024 and 2023, operating lease expense under these leases was $ 64,000 and $ 5,355, respectively.

 The remaining weighted average lease term is 1.17
years and the weighted average discount rate is 9.5 % as of December 31, 2024.

 Future minimum lease payments as of December
31, 2024 are as follows:

 Schedule of future minimum lease payments

 2025

 $
 77,600

 2026

 13,000

 Total minimum lease payments

 90,600

 Less: imputed interest

 ( 5,173
)

 Present value of minimum lease payments

 85,427

 Less: current portion of lease obligation

 72,583

 Long-term lease obligation

 $
 12,844

 F- 15

 NOTE I – WARRANTS

 The
Company has common stock purchase warrants outstanding at December 31, 2024 to purchase 2,268,535 shares 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: 2,000,000 are exercisable on a cash or cashless basis at an exercise price of $1.00 per share, 92,500 are exercisable
on a cash or cashless basis at an exercise price of $5.00 per share, 64,606 are exercisable for cash at an exercise price of $5.00
per share, 5,005 are exercisable for cash at an exercise price of the greater of (i) $5.00 per share or (ii) 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,
 and 106,424 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 27.72% to 37.58% and risk-free rates 4.50% to 5.54% in the period.

 During June 2023, the Company issued 10,879 common
stock purchase warrants ("Warrants") pursuant to its offering of 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 10,000 2023 Warrants along with 20,879 shares of common stock upon the conversion of
a total of $ 104,386 of Notes, 2023 Notes, and accrued interest. The total value of the Warrants and 2023 Warrants, which $ 14,667 and was
recorded as additional paid in capital.

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

 During October 2023, the Company issued 25,000
common 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 $ 1,487 during 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 38,716 common stock purchase warrants, 47,765 Warrants, and 385,336 2023 Warrants along with 472,375 shares of common stock upon
the conversion of a total of $ 2,342,621 of 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 71,233
common stock purchase warrants along with 71,233 shares 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 $ 356,167 of principal and accrued interest. The total
value of the common stock purchase warrants was $ 12,265, which was recorded as additional paid in capital.

 F- 16

 During December 2023, the Company issued 85,784
common stock purchase warrants along with 85,784 shares 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 $ 428,921 of 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 121,173 shares of the Company's common stock upon the exercise of 8,092 Warrants, 100,864 2023 Warrants, and 12,217 other common
stock purchase warrants by several investors at an exercise price of $5.00 per share or a total of $ 605,866 in proceeds.

 During December 2023, the Company issued a total
of 20,893 shares of the Company's common stock upon the cashless exercise of a total of 37,700 common 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 $ 47,262.

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

 52,409 shares of the Company's common stock upon the cashless exercise of 94,607 common 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.

 28,738 shares of the Company's common stock upon the cashless exercise of 51,875 common 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.

 119,943 shares of the Company's common stock upon the cashless exercise of 179,272 common 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.

 59,504 shares of the Company's common stock upon the exercise of 5,731 Warrants, 41,200 2023 Warrants and, 12,573 other 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 800 shares of
the Company's common stock upon the exercise of 800 2023 Warrants by one investor at an exercise price of $5.00 per share for total
proceeds of $ 4,000.

 F- 17

 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 a
public securities trading market, the amount per Share shall thereafter be the greater of (i) $5.00 or (ii) 85% of the average closing
price of the Company's common stock, as quoted on the public securities trading market on which the Company's common stock
is then traded with the highest volume, for ten (10) consecutive trading days immediately prior to the date of exercise;" 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 71,723 shares of the Company's common stock upon the exercise of 35,306 2023 Warrants and 35,617
other 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 and extended the expiration date to December 31, 2025 and adjusted the exercise price to $5.00 per share of 35,306 2023 Warrants
and 35,616 other common stock purchase warrants. The fair value of the modifications to the warrants was $ 50,553 and 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 25,000 common
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 25,000 common 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
$ 41,888 and was recorded as stock compensation and additional paid in capital.

 In July 2024, the Company issued 2,560 shares
of the Company's common stock upon the exercise of 2,560 2023 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
 5,005 2024 Warrants along with 5,005 shares of common stock upon the conversion of $ 25,000 of 2024 Notes and $ 26.00 of accrued interest.
The total value of the 2024 Warrants was $ 25,021 and was recorded as additional paid in capital.

 In December 2024, the Company extended the expiration
date of 123,924 common stock purchase warrants owned by Mr. Christopher Stuart from December 31, 2024 to December 31, 2025 in consideration
for allowing the Company to extend the maturity date of the $ 625,000 Note, as amended, by nine additional six month periods instead of
seven additional six month periods.

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

 Schedule of warrant activity

 Number of Warrants

 Balance, December 31, 2023

 2,925,596

 Warrants granted

 120,961

 Warrants exercised

 ( 459,541
)

 Warrants expired/cancelled

 ( 318,481
)

 Balance, December 31, 2024

 2,268,535

 Exercisable, December 31, 2024

 2,268,535

 As of December 31, 2024, the outstanding and exercisable
warrants have a weighted average remaining term of 1.01 years. As of December 31, 2024 and 2023, the warrants have a weighted average
exercise price of $ 1.47 and $ 2.19, respectively.

 F- 18

 NOTE J – STOCKHOLDERS' EQUITY

 Holders of common stock are entitled to one vote
per share. The common stock does not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority
of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election.
Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the common stock are entitled
to receive ratably such dividends as may be declared by the board of directors on the common stock out of funds legally available therefore
and, in the event of liquidation, dissolution or winding-up of affairs, are entitled to share equally and ratably in all the remaining
assets and funds.

 Series A preferred stock is nonvoting capital
stock but may be converted into voting common stock. Each share of series A preferred stock is convertible at the option of the holder
at any time after the issuance into one share of common stock, subject to adjustment from time to time in the event (i) the Company subdivides
or combines its outstanding common stock into a greater or smaller number of shares, including stock splits and stock dividends; or (ii)
of a reorganization or reclassification of common stock, the consolidation or merger with or into another company, the sale, conveyance
or other transfer of substantially all of the Company assets to another corporation or other similar event, whereby securities or other
assets are issuable or distributable to the holders of the outstanding common stock upon the occurrence of any such event; or (iii) of
the issuance to the holders of Company common stock of securities convertible into, or exchangeable for, such shares of common stock.

 Each outstanding share of series A preferred stock
will automatically convert into one share of common stock (a) if the common stock commences public trading on the NASDAQ capital market
or better, (b) if the series A preferred stockholder receives distributions from the net profits pool equal to the original purchase price
paid for their registered links, or (c) five years after the date of issuance of the series A preferred stock. The Company does not have
any other right to require a conversion of the series A preferred stock into common stock. The Company does not have the option to redeem
outstanding shares of series A preferred stock. A holder of the series A preferred stock has no preemptive rights to subscribe for any
additional shares of any class of stock or for any issue of bonds, notes or other securities convertible into any class of stock. In the
event of a liquidation, dissolution or winding-up whether voluntary or otherwise, after payment of debts and other liabilities, the holders
of the series A preferred stock will be entitled to receive from the remaining net assets, before any distribution to the holders of the
common stock, the amount of $1.50 per share. After payment of the liquidation preference to the holders of series A preferred stock and
payment of any other distributions that may be required with respect to any other series of preferred stock, the remaining assets, if
any, will be distributed ratably to the holders of the common stock and the holders of the series A preferred stock on an as-if converted
basis.

 The series B preferred stock is voting capital
stock. The holders of the series B preferred stock will vote on an as-converted basis with the common stock on all matters submitted to
a vote of the shareholders. The holders of the series B preferred stock are not entitled to any dividends unless and until the series
B preferred stock is converted into common stock. Each share of series B preferred stock is convertible at the option of the holder at
any time after issuance into one share of common stock, subject to adjustment from time to time in the event (i) the Company subdivides
or combines into outstanding common stock into a greater or smaller number of shares, including stock splits and stock dividends; or (ii)
of a reorganization or reclassification of common stock, the consolidation or merger with or into another company, the sale, conveyance
or other transfer of substantially all of the Company assets to another corporation or other similar event, whereby securities or other
assets are issuable or distributable to the holders of the outstanding common stock upon the occurrence of any such event; or (iii) of
the issuance by us to the holders of common stock of securities convertible into, or exchangeable for, such shares of common stock.

 Each outstanding share of series B preferred stock
will automatically convert into one share of common stock at a conversion rate equal to the lesser of $3.00 per share or 75% of the average
closing price of the Company's 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 after the first day of public trading of common stock
if common stock commences public trading on the NASDAQ capital market or better, but in any event no less than $2.50 per share or at $3.00
per share five years after the date of issuance of the series B preferred stock. In the event of a liquidation, dissolution or winding-up
whether voluntary or otherwise, after payment of debts and other liabilities, the holders of the series B preferred stock will be entitled
to receive from the remaining net assets, before any distribution to the holders of the common stock, and pari pasu with the payment of
a liquidation preference of $1.50 per share to the holders of the series A preferred stock, the amount of $3.00 per share. After payment
of the liquidation preference to the holders of the series A preferred stock and the series B preferred stock, and payment of any other
distribution that may be required with respect to any other series of preferred stock, the remaining assets, if any, will be distributed
ratably to the holders of the common stock, the holders of the series A preferred stock, and the holders of the series B preferred stock
on an as-if converted basis.

 F- 19

 The series C preferred stock is voting capital
stock. For so long as any shares of the series C preferred stock remain issued and outstanding, the holders thereof, voting separately
as a class, shall have the right, on or after July 20, 2016, to vote in an amount equal to 51% of the total vote (representing a super
majority voting power) with respect to all matters submitted to a vote of the shareholders of Wytec. Such vote shall be determined by
the holder(s) of a majority of the then issued and outstanding shares of series C preferred stock. For example, if there are 10,000 shares
of our common stock issued and outstanding at the time of such shareholder vote, the holders of the series C preferred stock, voting separately
as a class, will have the right to vote an aggregate of 10,408 shares, out of a total number of 20,408 shares voting.

 Additionally, the Company is prohibited from adopting
any amendments to the Company's bylaws or articles of incorporation, as amended, making any changes to the certificate of designation
establishing the series C preferred stock, or effecting any reclassification of the series C preferred stock, without the affirmative
vote of at least 66-2/3% of the outstanding shares of series C preferred stock. The Company may, however, by any means authorized by law
and without any vote of the holders of shares of series C preferred stock, make technical, corrective, administrative or similar changes
to such certificate of designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders
of shares of series C preferred stock.

 The holders of the series C preferred stock are
not entitled to any dividends. Holders of the series C preferred stock have no conversion rights. The shares of the series C preferred
stock shall be automatically redeemed by us at their par value of $0.001 per share on the date that Mr. Gray ceases, for any reason, to
serve as officer, director or consultant of Wytec. A holder of the series C preferred stock has no preemptive rights to subscribe for
any additional shares of any class of stock of Wytec or for any issue of bonds, notes or other securities convertible into any class of
stock of Wytec. The holders of the Series C preferred stock are not entitled to any liquidation preference. In
August 2024, in accordance with that certain exchange agreement, dated October 6, 2022, as amended on November 15, 2022 and on
July 30, 2024, 3,000,000 shares of common stock were issued to the president of the Company in exchange for
the 1,000 shares of Series C Preferred Stock owed by him. As of August 2024, there are no shares of series C preferred stock issued
and outstanding.

 During the second quarter of 2023, the Company
converted $ 50,000 of Notes and $ 50,000 of 2023 Notes along with $ 4,386 of accrued interest into a total of 20,879 shares of common stock.
Additionally, 10,879 Warrants and 10,000 2023 Warrants were issued along with the common stock, which were valued at $ 14,667, which was
recorded as additional paid in capital.

 During the second quarter of 2023, the Company
cancelled the 5,000 subscription payable shares owed pursuant to the Consulting Agreement. The subscription payable shares were originally
recorded upon the signing of the Consulting Agreement, but were never issued. Subsequently, the Company entered into 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
converted $ 150,000 of Notes along with $ 14,367 of accrued interest into a total of 32,423 shares of common stock. Additionally, 32,423
Warrants were issued along with the common stock, which were valued at $ 13,597, which was recorded as additional paid in capital.

 During the fourth quarter of 2023, the Company
converted $ 212,000 of Notes, $ 1,875,000 of 2023 Notes, the $ 320,242 New ERI Note, the $ 385,658 New Stuart Note, and $ 180,000 of other
notes along with $ 168,391 of accrued interest into a total of 629,392 shares of common stock. Additionally, 48,323 Warrants, 385,336 2023
Warrants, and 195,733 other common stock purchase warrants were issued along with the common stock, which were valued at $ 356,872, which
was recorded as additional paid in capital.

 During the fourth quarter of 2023, the Company
issued a total of 121,173 shares of common stock for the exercise of 8,092 Warrants, 100,864 2023 Warrants, and 12,217 other common stock
purchase warrants at an exercise price of $ 5.00 per share for total proceeds of $ 605,866.

 During December 2023, a total of 37,700 common
stock purchase warrants were exercised by several investors for a total of 20,893 shares of Wytec's common stock on a cashless basis.

 F- 20

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

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

 52,409 shares of the Company's common stock upon the cashless exercise of 94,607 common 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.

 28,738 shares of the Company's common stock upon the cashless exercise of 51,875 common 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.

 119,943 shares of the Company's common stock upon the cashless exercise of 179,272 common 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.

 59,504 shares of the Company's common stock upon the exercise of 5,731 Warrants, 41,200 2023 Warrants and, 12,573 other 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 May 2024, the Company issued 800 shares of
the Company's common stock upon the exercise of 800 2023 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 70,923 shares of the Company's common stock
upon the exercise of 35,306 2023 Warrants and 35,617 other 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 July 2024, the Company issued 2,560 shares
of the Company's common stock upon the exercise of 2,560 2023 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
 5,005 2024 Warrants along with 5,005 shares of common stock upon the conversion of $ 25,000 of 2024 Notes and $ 26.00 of accrued interest.
The total value of the 2024 Warrants was $ 25,021 and was recorded as additional paid in capital.

 During November 2024, the Company issued a total
of 1,200 shares of common stock to one vendor for services rendered for total stock compensation recorded of $ 3,360.

 During the year ended December 31, 2024, the Company
issued a total of 56,250 shares to the Company's directors as compensation valued at $ 281,250 for services performed during 2024
with an additional $ 93,750 recorded as compensation for an additional 18,750 shares accrued for at year end December 31, 2024.

 F- 21

 NOTE K – INCOME TAXES

 Deferred income taxes reflect the net tax effect
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows at:

 Schedule of deferred income taxes

 2024

 2023

 Deferred tax assets:

 Net operating loss carry forwards

 $
 5,796,053

 $
 4,837,614

 Other

 624,307

 719,907

 Less: Valuation allowance

 ( 6,420,360
)

 ( 5,557,521
)

 Net deferred tax assets

 $
 –

 $
 –

 The Company has net operating loss carry forwards
for tax purposes of approximately $ 27.6 million as of December 31, 2024 that begin to expire in the year 2032. Management has reviewed
its net deferred tax asset position, and due to the history of operating losses has determined that the application of a full valuation
allowance against its net deferred tax asset at December 31, 2024 and December 31, 2023 is warranted. The net operating loss carryforwards
may be further limited by change in control provisions that have not been evaluated. As of December 31, 2024, the Company had no t accrued
any interest or penalties related to uncertain tax positions. Tax returns filed for the years 2021 through 2024 are open for examination
by taxing authorities.

 The Company does no t have a liability for state
taxes at either December 31, 2024 or December 31, 2023.

 The federal income tax benefit expected by the
application of the corporate income tax rates to pre-tax net loss differs from the actual benefit recognized due to the valuation allowance
recorded for 2024 and 2023.

 The U.S. Statutory Tax Rate is 21 %. See below
table for the effective tax rate reconciliation:

 Schedule of reconciliation of income tax expense

 2024

 2023

 Pre-tax GAAP loss at U.S. Statutory rate

 $
 ( 862,839
)

 $
 ( 570,117
)

 Change in valuation allowance

 862,839

 570,117

 Income tax expense

 $
 –

 $
 –

 NOTE L – RELATED PARTY TRANSACTIONS

 The Company has an accounts payable balance owed
to Richardson & Associates in the amount of $ 253,772 as of December 31, 2024 and 2023. The Company incurred expense of $- 0 -
and 15,287 with Richardson & Associates as of the years ended December 31, 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.

 F- 22

 In
2021, ERI loaned the Company a total of $ 250,000 and made a line of credit in the amount of $ 250,000 available to the Company
until December 31, 2022. In June 2022, ERI loaned the Company an additional $ 50,000 pursuant 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 ($ 300,000 principal
and $ 20,242 accrued 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 71,233 shares and 71,233 warrants.
In May 2024, ERI exercised 35,617 warrants in accordance with the Company's offer to existing warrant holders described
in Note I for a total of 35,617 shares 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 $ 100,000 of 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 20,640 shares and 20,640 2023
Warrants. In May 2024, ERI exercised 10,320 2023 Warrants in accordance with the Company's offer to existing warrant holders
described in Note I for a total of 10,320 shares 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 40,000 warrants to purchase up to 40,000 shares of Wytec's common stock on
a cash or cashless basis to ERI in consideration for making the $ 250,000 line of credit available to Wytec. The expiration
date of these warrants was extended to January 31, 2024, and in January 2024, these
warrants were exercised on a cashless basis for a total of 22,159 shares.

 In February 2020,
Mr. Christopher Stuart, a director of the Company, purchased 12.5 units, each unit consisting of $ 50,000 7% promissory notes and
five thousand common stock purchase warrants pursuant to a prior private placement made by the Company. The expiration date of
the warrants was extended to January 31, 2024, and i n January 2024, these warrants
were exercised on a cashless basis for a total of 34,623 shares. The accrued interest on the 7% promissory
note was credited to ERI and converted into units every six months at the conversion rate of $ 5.00 per 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 8,750 of these common stock purchase warrants
at an exercise price of $ 5.00 per share or a total $ 43,750 for 8,750 shares of the Company's common stock. The
expiration date of the remaining 4,375 common stock purchase warrants was extended to January 31, 2024, and in January 2024 ERI exercised
these warrants on a cashless basis for a total of 2,424 shares. The note, as amended, contains a feature that allows the Company to extend
the maturity date up to six months up to nine times, in the Company's sole discretion. The Company has exercised eight extensions
extending the maturity date of the note to August 13, 2025.

 In February 2022, Mr. Stuart purchased for $175,000
the unit, consisting of a $175,000 7% promissory note with a maturity date of August 31, 2023 and 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 December 2024, the Company extended the expiration date of the 17,500 warrants from December
31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the $ 625,000 Note, as amended,
by nine additional six month periods instead of seven additional six month periods. In April 2022, Mr. Stuart loaned the Company $100,000
pursuant 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 85,784 shares and 85,784 warrants. In December 2024, the Company extended the expiration date of the 85,784 warrants from
December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the $625,000 Note, as
amended, by nine additional six month periods instead of seven additional six month periods.

 F- 23

 In November and December 2022, we borrowed a total
of $ 150,000 from 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 $ 5.00 per 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 32,107 shares and 32,107 warrants. The expiration
date of these warrants was extended to January 31, 2024, and in January 2024, these warrants were exercised on a cashless basis for a
total of 17,786 shares.

 In August 2023, Mr. Stuart purchased $ 100,000
of 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 20,640 shares and 20,640 warrants. In December 2024, the Company extended
the expiration date of the 20,640 warrants from December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend
the maturity date of the $625,000 Note, as amended, by nine additional six month periods instead of seven additional six month periods.

 In January
2024, a total of 7,500 warrants acquired by ERI in 2021 were exercised on a cashless basis by ERI for a total of 4,155 shares.

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

 In the
fourth quarter of 2024, Mr. Stuart purchased $ 75,000 of 2024 Notes.

 In October 2021, the president
of the Company loaned the Company $ 10,000 pursuant 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, 2023 and
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 $ 25,000 pursuant 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 1,000 shares
of the Company's Series C Preferred Stock owned by him for 3,000,000 shares of the Company's common stock. In August
2024, 3,000,000 shares of common stock were issued to the president of the Company in exchange for the 1,000 shares
of Series C Preferred Stock owed by him.

 In January
2023, the president of the Company loaned $ 25,000 to 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.

 F- 24

 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.

 In December
2024, the president of the Company loaned the Company $ 10,000 pursuant to an unsecured promissory note initially due on December 9, 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.

 The Company
has an accounts payable balance owed to Mr. Robert Cook in the amount of $ 7,100 as of December 31, 2024 for prior consulting services.

 NOTE M – CONCENTRATIONS

 The Company derived $ 114,256, 89 %, and $ 224,466,
 88 %, of revenue in the years ended December 31, 2024 and 2023, respectively, from two customers, 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 N – 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.

 The other payable of $ 335,000 consists 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 O – EMPLOYEE RETENTION CREDIT

 During the year ended December 31, 2022, the Company
applied for an employee retention credit for the third quarter 2021 under the COVID-19 Economic Relief Legislation. During 2024, based
on that application, the Company was awarded a total of $ 96,263 which was included in other income in the accompanying statement of operations
and as a receivable in the accompanying balance sheet. The amount was received in 2025.

 NOTE P – SUBSEQUENT EVENTS

 In January
2025, the president of the Company loaned the Company $15,000 and $20,000 pursuant to two unsecured promissory notes initially due on
January 3, 2026 and January 23, 2026, respectively. The notes bear simple interest at a rate of 7% per annum. The maturity dates of the
notes may be extended by an additional six months in the sole discretion of the Company up to four times.

 In January 2025, 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 fourth quarter of 2024, valued at a total of $93,750.

 F- 25

 In February 2025, we commenced an offering of
up to $1,000,000 of convertible promissory notes ("2025 Notes") pursuant to a private placement in accordance with Rule 506(b)
of Regulation D of the Securities Act of 1933, as amended (the "2025 Offering"). The 2025 Notes will be payable on or before
May 31, 2025 unless extended by the Company for six months up to two times (the "Maturity Date"). The 2025 Notes will automatically
be converted into shares of the Company's common stock at price per share of $1.00 if on any trading day following the issuance
of the 2025 Notes the Company's common stock (i) trades an average daily trading volume of 50,000 or greater and (ii) achieves an
intraday or closing price of $5.00 (together, the "Trading Thresholds"). Upon the automatic conversion of the 2025 Notes,
the Company will, no later than 30 days from the date of such conversion following satisfaction of the Trading Thresholds, file with the
Securities and Exchange Commission a registration on Form S-1 (or such other form as may be available) to register the shares underlying
all outstanding 2025 Notes included; provided, however, that if such registration statement is due at a time in which the Company cannot
file such registration statement because the Company has stale financial statements, then the Company shall file such registration statement
by not later than ten days following the date on which the filing of such financial statements are due. If the 2025 Notes have not otherwise
been automatically converted into shares of the Company's common stock, the noteholders ("Noteholders") will have the
option, on or before the Maturity Date, to convert all or a portion of their outstanding 2025 Notes into shares of the Company's
common stock at a rate equal to $1.00 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 $1.00 (the "2025 Warrants"). The
2025 Warrants will be exercisable until December 31, 2025 at an exercise price equal to the greater of (i) one dollar ($1.00) or (ii)
eighty-five percent (85%) of the 10-day moving average of the Company's public trading price as quoted on the OTC Markets or equivalent
or higher public securities trading market on which the Company's common stock is then traded with the highest volume. As of March
24, 2025, the Company has issued a total of $488,000 of 2025 Notes pursuant to this offering, including $20,000 of 2025 Notes issued to
Mr. Christopher Stuart, a director of the Company.

 In February 2025, the Company adopted its Insider Trading Policy.

 In March 2025, the Company issued a total of 5,262 2024 Warrants, 25,000
2025 Warrants, and 30,262 shares of the Company's common stock to one investor upon the conversion of $25,000 of 2024 Notes along
with $1,308 of accrued interest and $25,000 of 2025 Notes.

 F- 26

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Our principal executive officer
and principal financial officer during the year ended December 31, 2024, 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,
which are discussed below in more detail, in timely alerting him 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 as identified
below under the heading "Management's Report on 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 annual 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.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of December
31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework of 2013. Based upon this evaluation, management concluded that
our internal control over financial reporting was not effective as of December 31, 2024 for the following reasons.

 A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management identified
the following material weaknesses, due in part to the limited number of accounting and financial reporting personnel as of December
31, 2024:

 (1)

 An inability to complete our financial statement close process in a timely and accurate manner.

 (2)

 An insufficient degree of segregation of duties among our accounting and financial reporting personnel.

 (3)

 Limited technical competency in review and approval of financial reporting processes.

 To address these material
weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly,
we believe 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 have been no changes
in our internal control over financial reporting during the year ended December 31, 2024, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 No Attestation Report by Independent Registered
Accountant

 The effectiveness of our internal
control over financial reporting as of December 31, 2024 and December 31, 2023 have not been audited by our independent registered public
accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

 Item 9B. Other Information.

 During the quarter ended December
31, 2024, no director or officer of the Company adopted or terminated a 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.

 On October 4, 2024, to be
effective as of October 1, 2024, Wytec amended its compensation arrangement with Mr. William H. Gray, the chief executive officer, president,
and interim chief financial officer of Wytec (the "Amendment"). Pursuant to the Amendment, Mr. Gray's salary has been
increased from $275,000 per year to $425,000 per year in consideration for the valuable services Mr. Gray has performed for Wytec.

 Item 10. Directors, Executive Officers, and
Corporate Governance.

 The members of the board of
directors of the Company will serve until the next annual meeting of stockholders, or until their successors have been elected. The officers
serve at the pleasure of the board of directors. Officers are elected by the board of directors and their terms of office are, except
to the extent governed by employment contract, at the discretion of the board. Information as to the directors and executive officers
of the Company is as follows:

 Name

 Age

 Position

 William H. Gray

 Chairman of the Board, Chief Executive Officer, President, and interim Chief Financial Officer

 Erica Perez

 Secretary and Director

 Robert Sanchez

 Interim Chief Technology Officer

 Robert Cook

 Director

 Christopher Stuart

 Director

 Dr. Samuel Khoury

 Director

 William H. Gray has
been the chairman and chief executive officer of Wytec since November 2011, the president of Wytec since April 2020, the interim chief
financial officer of Wytec since November 2024, a director of Competitive Companies, Inc., a Nevada corporation and the former parent
company of Wytec ("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 Wytec from November 2011 to September 2019, the chief financial officer of
Wytec from November 2011 to January 2020, the interim chief financial officer from May 2021 to January 2022, and the corporate secretary
of Wytec 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.

 Erica Perez
has been the corporate secretary of Wytec since September 2021 and a director of Wytec since November 2021. She has also been the director
of operations of Wytec since January 2020 and was the technical systems administrator from January 2014 to January 2020. From 2005 to
2014, Ms. Perez worked for Present Carpet Supply Co. in various positions, including business manager, installations manager, and administrative
assistant. Ms. Perez earned an Associate of Applied Science degree in wide area telecommunications from Victoria College in 2003.

 Robert Sanchez
has been the interim chief technology officer of Wytec since August 2023 and has worked as a consultant to Wytec since June 2023. Since
2022, Mr. Sanchez has worked as an independent consultant to various technology companies, including Pivotal Commware (designing and developing
the 5G and IoT protocol between smart repeaters and an Azure based intelligent beam management system), Lemko Corporation (supporting
the deployment and integration of software defined 4G/5G wireless systems in the Citizens Broadband Radio System band for a Southern California
utility company), and Toyota Motor Corporation (assisting with the deployment of Toyota's telematics and connected car initiatives).
From 2017 to 2021, Mr. Sanchez served as the interim chief technology officer for AppTech Corporation, an innovative Fintech company whose
mission is to deliver a better way for businesses to provide their customers with immersive commerce experiences. From October 2006 to
July 2017, Mr. Sanchez was the chief executive officer and president of Globaltel Media, Inc., a technology-enabling software firm which
was purchased by AppTech Corporation in July 2017. From 1998 to 2006, Mr. Sanchez was an executive (chief executive officer from 1998
to 2001 and vice president and chief architect from 2001 to 2006) with inCode Telecom Group ("inCode"), a San Diego-based
consulting firm of over 500 people which he co-founded in 1998. While with inCode, he was responsible for developing technologies and
implementing strategies in wireless such as radio frequency modulation schemes, system architectures, and solutions and managing the operations
and integration of inCode's Wireless Technology Lab which was licensed by the Federal Communication Commission to operate in the
Personal Communications Service and Multichannel Multipoint Distribution Service bands consisting of wireless infrastructure, core network
systems, and operations support system and business support system platforms. From 1990 to 1998, Mr. Sanchez worked for Qualcomm where
he led Globalstar's worldwide system deployment, integration, and test program, was the general manager for the Ancillary Test Products
and Optimization Group, and led the initial Code-Division Multiple Access research and development program through concept validation
and testing. From 1984 to 1990, he was a staff systems engineer and section head at TRW/Military Electronics and Avionics Division (now
Northrop Grumman) managing several defense surveillance systems ranging from high frequency through super high frequency for signals intelligence,
communications intelligence, and electronic intelligence networks. From 1982 to 1984, Mr. Sanchez was a systems analyst at General Dynamics/Electronics
Division designing simulations and coding software for avionics systems in the Tomahawk cruise missile digital imaging system prior to
GPS. Mr. Sanchez received a master's degree in electrical engineering from the University of Southern California in 1987 and a bachelor's
degree in mathematics from the University of California at San Diego in 1982. In 2006, he was awarded an honorary PhD in humanities from
RMTU in the Philippines for his work with World War II veterans.

 Robert Cook
has been a director and a member and chairman of the Audit Committee of Wytec since January 2024 and was a director
and member and chairman of the Audit Committee of Wytec from January 2022 to March 2023. He has over
30 years of executive management experience in a variety of industries. Since May 2020, Mr. Cook has worked as an independent consultant.
From 2015 until May 2020, he served as the chief executive officer and chief financial officer of Tecomate Holdings, LLC, a wildlife product
and TV production company. From 2013 to 2014, Mr. Cook served as the president and chief financial officer of Solid Green Holdings, a
product development and construction firm, in Austin, Texas. From 2011 to 2013, he served as senior director, strategy & implementation
at Goodman Networks, in Plano, Texas, a project management and construction company. From 2008 to 2011, he served as senior controls manager
for South Texas at Goodman Networks, in San Antonio, Texas. From 2005 to 2007, Mr. Cook served as the president of RCI Consulting in San
Antonio, Texas. From 2006 to 2007, he served as the chief financial officer of Conner Steel Products, Ltd, in San Angelo, Texas, an oil
and gas equipment manufacturer, where he was responsible for accounting and finance, planning, budgeting, cash management and mergers
and acquisitions. From 2002 to 2005, he served as the president and chief executive officer of Amerivision Communications, Inc., a telecom
provider, Oklahoma City, Oklahoma. Mr. Cook has also been the chief executive officer of US Intelco Holdings, Inc. (now Verisign), a telecom
service company, in Olympia, Washington; the president and chief executive officer of Sevis Systems, a software development company, in
San Antonio, Texas; president, chief financial officer, and chief operating officer of Interstellar Telecom in New Braunfels, Texas; vice
president, general manager and vice president of business development & government relations for ICG Communications in San Antonio,
Texas; and vice president of revenue and chief operating officer of SM Telecorp, a telecom provider, in San Marcos, Texas. Mr. Cook has
also served on numerous boards of directors, including; chairman of Sevis Systems (from 1998 to 2020); director of Tecomate Holdings (from
2015 to 2020); director of Interstellar Telecom (from 2001 to 2002); chairman of US Intelco Holdings (from 1990 to 1995); vice chairman
of IT Networks (from 1992 to 1995); director of the National Exchange Carrier Association (from 1987 to 1992); chairman of the Texas Exchange
Carrier Association (from 1990 to 1992); and director of Alamo City Technologies (from 1990 to 1991). He was also an advisory board member
of Zyant Technology (from 2004 to 2005). Mr. Cook received a Bachelor of Business Administration in accounting and finance from Angelo
State University in 1974, a Master of Business Administration in management from Angelo State University in 1976, and a Master of Business
Administration in accounting from Angelo State University in 1976.

 Christopher Stuart
has been a director of Wytec since December 2021. He began his career in the construction industry at Buquet & Leblanc in 1977, where
he went on to become an owner of the company in 1986 until 2003. In 2003, Mr. Stuart founded Stuart & Company, a contracting firm,
of which he was the chief executive officer until 2018. In 2007, he co-founded Louisiana Rooming Contractor, which he sold to his business
partner in 2017. Since 2018, Mr. Stuart has been a consultant in the construction industry in Louisiana and in 2019, he founded Eagle
Rock Investments, L.L.C. Mr. Stuart earned his Bachelor of Science degree in construction engineering from Louisiana State University
in 1974. In 1975, he received his second lieutenant commission in the U.S. Army. Mr. Stuart served two years active duty and 12 years
active reserve in the U.S. Army and in 1989 was honorably discharged as a Captain.

 Dr. Samuel Khoury
has been a director of Wytec since December 2021. He specializes in the valuations of advanced and novel technologies in several industries
and has been the president of Inavisis, Inc., a company he also founded, since 1999. Inavisis is a company that leverages intellectual
property. From 1998 to 1999, he was the president of Consor, a consulting firm specializing in valuation of trademarks and technology.
From 1982 to 1998, Dr. Khoury was an intellectual asset manager at the Dow Chemical Company. Dr. Khoury received a Master of Business
Administration from University of Wisconsin, Milwaukee in 1985, a doctorate in polymer chemistry from Worcester Polytechnic Institute,
Massachusetts in 1982, a Master of Science in chemistry from Fort Hays State University in 1977, and a Bachelor of Science in Chemistry
from American University of Beirut, Lebanon in 1975.

 No officer or director is
required to make any specific amount or percentage of his business time available to us. Each of our officers intends to devote such amount
of his or her time to our affairs as is required or deemed appropriate by us.

 Election of Directors and Officers

 Directors are elected to serve
until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve
until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected
and qualified.

 Involvement in Certain Legal Proceedings

 To our knowledge, during the last ten years, none
of our directors, executive officers, promoters or control persons have:

 had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

 been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; and

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Limitation of Liability and Indemnification
of Officers and Directors

 Under Nevada General Corporation
Law and our articles of incorporation, our directors will have no personal liability to us or our stockholders for monetary damages incurred
as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors'
(i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director
was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication
of the director's duty to the corporation or its shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase
or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including
gross negligence.

 The effect of this provision
in our articles of incorporation is to eliminate the rights of Wytec and our stockholders (through stockholder's derivative suits
on behalf of Wytec) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision
does not limit nor eliminate the rights of Wytec or any stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, our Articles of Incorporation provide that if Nevada law is amended
to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated
or limited to the fullest extent permitted by the law, as amended. Nevada General Corporation Law grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons
to the full extent allowable under applicable law. These provisions will not alter the liability of the directors under federal securities
laws.

 We intend to enter into agreements
to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other
things, indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines, and settlement
amounts incurred by any such person in any action or proceeding, including any action by or in the right of Wytec, arising out of such
person's services as a director or officer of Wytec, any subsidiary of Wytec or any other company or enterprise to which the person
provides services at the request of Wytec. We believe that these provisions and agreements are necessary to attract and retain qualified
directors and officers.

 Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Wytec pursuant to the
foregoing provisions, Wytec has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

 Board Committees

 The board of directors (the
"Board") has analyzed the independence of each director and has concluded that currently three directors, Christopher Stuart,
Dr. Sam Khoury, and Robert Cook, are considered independent directors in accordance with the director independence standards of the Financial
Industry Regulatory Authority ("FINRA") the NYSE Amex Equities or the NASDAQ Capital Market.

 The Board has three standing
committees: Audit, Compensation, and Corporate Governance/Nominating. The membership of each of the committees of the Board is comprised
of independent directors, with each of the committees having a chairman, each of whom is an independent director. Our non-management members
of the Board will meet in executive session at each regular Board meeting. The charter of each committee will be available on our website
at www.wytecintl.com.

 Risk is inherent with every
business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management
of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.
In its risk oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented
by management are adequate and functioning as designed.

 Our Board has discretion to
determine whether to separate or combine the roles of chairman of the Board and chief executive officer. Mr. Gray has served in both roles
since 2011, and our Board continues to believe that his combined role is most advantageous to the Company and its stockholders.

 In addition to Mr. Gray's
leadership, the Board maintains effective independent oversight through a number of governance practices, including, establishing the
right "tone at the top" and full and open communication between executive management and the Board. Mr. Gray communicates
frequently with members of the Board to discuss strategy and challenges facing our company. Each quarter, the Board receives presentations
from senior management on matters involving our key areas of operations.

 Audit Committee

 We have a separately-designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. The Audit Committee's responsibilities include, among other things: (i) selecting and retaining an independent registered
public accounting firm to act as our independent auditors, setting the compensation for our independent auditors, overseeing the work
done by our independent auditors and terminating our independent auditors, if necessary, (ii) periodically evaluating the qualifications,
performance and independence of our independent auditors, (iii) pre-approving all auditing and permitted non-audit services to be provided
by our independent auditors, (iv) reviewing with management and our independent auditors our annual audited financial statements and our
quarterly reports prior to filing such reports with the Securities and Exchange Commission, or the SEC, including the results of our independent
auditors' review of our quarterly financial statements, and (v) reviewing with management and our independent auditors significant
financial reporting issues and judgments made in connection with the preparation of our financial statements. The Audit Committee also
prepares the Audit Committee report that is required to be included in our annual proxy statement pursuant to the rules of the SEC. Our
Audit Committee consists of three members. The chairman of the Audit Committee is Robert Cook and Christopher Stuart and Dr. Samuel Khoury
are members of the Audit Committee.

 Compensation Committee

 We have a separately designated
Compensation Committee. The purpose of the Compensation Committee is to discharge the Board's responsibilities relating to compensation
of our directors and executive officers. The Compensation Committee has responsibility for, among other things, (i) recommending to the
Board for approval the overall compensation philosophy for our company and periodically reviewing the overall compensation philosophy
for all employees to ensure it is appropriate and does not incentivize unnecessary and excessive risk taking, (ii) reviewing annually
and making recommendations to the Board for approval, as necessary or appropriate, with respect to our compensation plans, (iii) based
on an annual review, determining and approving, or at the discretion of the Compensation Committee, recommending to the Board for determination
and approval, the compensation and other terms of employment of each of our officers, (iv) reviewing and making recommendations to the
Board with respect to the compensation of directors, (v) overseeing our regulatory compliance with respect to compensation matters, (vi)
reviewing and discussing with management, prior to the filing of our annual proxy statement or annual report on Form 10-K, our disclosure
relating to executive compensation, including our Compensation Discussion and Analysis and executive and director compensation tables
as required by SEC rules, and (vii) preparing an annual report regarding executive compensation for inclusion in our annual proxy statement
or our annual report on Form 10-K. The Compensation Committee has the power to form one or more subcommittees, each of which may take
such actions as may be delegated by the Compensation Committee.

 We have adopted a compensation
committee charter, which grants the Compensation Committee authority to select, retain, compensate, oversee and terminate any compensation
consultant to be used to assist in the evaluation of director, chief executive officer, officer and our other compensation and benefit
plans and to approve the compensation consultant's fees and other retention terms. The Compensation Committee is directly responsible
for the appointment, compensation and oversight of the work of any internal or external legal, accounting or other advisors and consultants
retained by the Compensation Committee. The Compensation Committee may also select or retain advice and assistance from an internal or
external legal, accounting or other advisor as the Compensation Committee determines to be necessary or advisable in connection with the
discharge of its duties and responsibilities and will have the direct responsibility to appoint, compensate and oversee any such advisor.

 Our Compensation Committee
currently consists of two members. The chairman of the Compensation Committee is Christopher Stuart and Dr. Samuel Khoury is a member
of the Compensation Committee. The Board has determined that all of the members are "independent" under Nasdaq Listing Rule
5602(a)(2).

 Corporate Governance/Nominating Committee

 The Corporate Governance/Nominating
Committee has responsibility for assisting the Board in, among other things, (i) effecting Board organization, membership and function,
including identifying qualified board nominees, (ii) effecting the organization, membership and function of the committees of the Board,
including the composition of the committees of the Board and recommending qualified candidates for the committees of the Board, (iii)
evaluating and providing successor planning for the chief executive officer and our other executive officers, (iv) identifying and evaluating
candidates for director in accordance with certain general and specific criteria, (v) developing and recommending to the Board Corporate
Governance Guidelines and any changes thereto, setting forth the corporate governance principles applicable to us, and overseeing compliance
with the our Corporate Governance Guidelines, and (vi) reviewing potential conflicts of interest involving directors and determining whether
such directors may vote on issues as to which there may be a conflict. The Corporate Governance/Nominating Committee is responsible for
identifying and evaluating candidates for director. Potential nominees are identified by the Board based on the criteria, skills and qualifications
that are deemed appropriate by the Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee believes that
candidates for director should have certain minimum qualifications, including high character and integrity, an inquiring mind and vision,
willingness to ask hard questions, ability to work well with others, freedom from conflicts of interest, willingness to devote sufficient
time to the Company's affairs, diligence in fulfilling his or her responsibilities and the capacity and desire to represent the
best interests of the Company and our stockholders as a whole and not primarily a special interest group or constituency. While our nominating
criteria does not prescribe specific diversity standards, the Corporate Governance/Nominating Committee and its independent members seek
to identify nominees that have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and
personal qualities that will result in a well-rounded Board. We have adopted a corporate governance/nominating committee charter which
following the consummation of this offering will be posted on our investor website.

 The Corporate Governance/Nominating
Committee currently consists of two members. Dr. Samuel Khoury is the chairman of the Corporate Governance/Nominating Committee and Christopher
Stuart is a member of the Corporate Governance/Nominating Committee. The Board has determined that all of the members are "independent"
under Nasdaq Listing Rule 5605(a)(2).

 The Board or management has
not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for board membership.
Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate
meets the Board's current expectations with respect to each such criterion and decide regarding whether a candidate should be recommended
to the stockholders for election as a director. During 2023, the Company received no recommendation for directors from its stockholders.

 Report of the Audit Committee

 Our Board's Audit Committee
has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2024 with senior management. The Audit
Committee has also discussed with Horne LLP our independent auditor, the matters required to be discussed by Auditing Standard No. 1301,
"Communications with Audit Committees," as adopted by the Public Company Accounting Oversight Board ("PCAOB")
and received the written disclosures and the letter from Horne LLP required by the applicable requirements of the PCAOB regarding the
independent registered public accounting firm's communications with the Board's Audit Committee concerning independence and
have discussed with the independent registered public accounting firm its independence.

 THE FULL BOARD OF DIRECTORS

 THE AUDIT COMMITTEE

 William H. Gray

 Robert Cook, Chairman

 Erica Perez

 Christopher Stuart

 Robert Cook

 Dr. Samuel Khoury

 Christopher Stuart

 Dr. Samuel Khoury

 Notwithstanding anything to
the contrary set forth in any of our previous or future filings under the United States Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that might incorporate this report in future filings with the SEC,
in whole or in part, the foregoing report shall not be deemed to be incorporated by reference into any such filing.

 Code of Conduct

 We have adopted a code of
conduct that applies to all of our directors, officers, and employees. The text of the code of conduct has been posted on our internet
website and can be viewed at www.wytecintl.com. Any waiver of the provisions of the code of conduct for executive officers and directors
may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board. Any such waivers
will be promptly disclosed to our shareholders.

 Delinquent Section
16(a) Reports

 Section 16(a) of the
 Exchange Act requires the Company's officers and directors, and persons who beneficially own more than 10% of a registered
 class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC and to furnish
 copies to the Company. Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with
 the SEC, the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure reports late:

 Mr. William H. Gray filed Form 4 late with respect to 24 transactions

 Mr. Robert Cook filed Form 3 late and filed Form 4 late with respect to three transactions.

 Mr. Christopher Stuart filed Form 3 late and filed Form 4 late with respect to 36 transactions.

 Dr. Samuel Khoury filed Form 3 late and filed Form 4 late with respect to six transactions.

 Ms. Erica Perez filed Form 3 late and filed Form 4 late with respect to ten transactions.

 Insider Trading Policy

 We have adopted an insider
trading policy governing the purchase, sale, and other dispositions of the Company's securities that applies to all Company personnel,
including directors, officers, employees and other covered persons, that we believe is reasonably designed to promote compliance with
insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is incorporated
by reference as Exhibit 19.1 to this Annual Report on Form 10-K.

 Item 11. Executive Compensation.

 Compensation Discussion and Analysis

 The following Compensation
Discussion and Analysis describes the material elements of compensation for the executive officers identified in the Summary Compensation
Table ("Named Executive Officers"), and executive officers that we may hire in the future.

 Processes and Procedures for Compensation Decisions

 Our compensation committee
is responsible for the executive compensation programs for our executive officers and reports to the Board on its discussions, decisions,
and other actions. Our chief executive officer makes recommendations to our compensation committee, attends committee meetings, and is
involved in the determination of compensation for the respective executive officers that report to him, except that our chief executive
officer does not make recommendations as to his own compensation. Additionally, our chief executive officer makes recommendations to our
compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results,
an individual executive officer's contribution toward these results, and performance toward individual goal achievement. Our compensation
committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other
than the chief executive officer, as well as each individual compensation component. Our compensation committee makes recommendations
to the Board regarding compensation for our chief executive officer. The independent members of the Board make the final decisions regarding
executive compensation for our chief executive officer.

 The compensation committee
is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment
of our compensation programs and related policies.

 Compensation Program Objectives and Rewards

 Our compensation philosophy
is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives
of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining
executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance
in the future, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance,
and each executive's total compensation package. We strive to accomplish these objectives by compensating all executives with total
compensation packages consisting of a combination of competitive base salary and, once we grow more and increase our staff, incentive
compensation. Because of our small size and staff to date, we have not yet adopted a management equity incentive plan, nor have we yet
used equity incentives as part of our management compensation policy.

 While we have not hired at
the executive level significantly since inception because our business has not grown sufficiently to justify increasing staff, we expect
to grow and hire in the future. The majority of our Named Executive Officers have been with us for many years and their compensation has
basically been static, based primarily on levels at which we can afford to retain them, and their responsibilities and individual contributions.
To date, we have not applied a formal compensation program to determine the compensation of the Named Executives. In the future, as we
and our management team expand, we expect that our compensation committee will adopt a management equity incentive plan that will apply
the compensation philosophy and policies described in this section.

 The primary purpose of the
compensation and benefits described below is to attract, retain and motivate highly talented individuals when we do hire, who will engage
in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Different
elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer
are subject to the annual review of the Board. The following is a brief description of the key elements of our planned executive compensation
structure.

 Base salary and benefits are designed to attract and retain employees over time.

 Incentive compensation awards are designed to focus employees on the business objectives for a particular year.

 Equity incentive awards, such as stock options and non-vested stock, focus executives' efforts on the behaviors within the recipients' control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

 Severance and change in control plans are designed to facilitate a company's ability to attract and retain executives as it competes for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers.

 Benchmarking

 We have not yet adopted benchmarking
but may do so in the future. When making compensation decisions, our board of directors may compare each element of compensation paid
to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly traded
and privately-held companies. Our Board believes that while such peer group benchmarks are a point of reference for measurement, they
are not necessarily a determining factor in setting executive compensation as each executive officer's compensation relative to
the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established our peer group for
this purpose.

 The Elements of Wytec's Compensation
Program

 Base Salary

 Executive officer base salaries
are based on job responsibilities and individual contribution. Our Board reviews the base salaries of our executive officers, including
our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific
performance-related targets) and individual performance experience and expertise. None of our Named Executive Officers have employment
agreements with us. Additional factors reviewed by the Board in determining appropriate base salary levels and raises include subjective
factors related to corporate and individual performance.

 Incentive Compensation Awards

 Although our executive officers
have been paid bonuses on a case-by-case basis, our Board has not yet established a formal compensation policy for the determination of
bonuses. If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and
quantifying bonuses for our Named Executive Officers and other officers of Wytec: (1) the growth in our revenue, (2) the growth in our
earnings before interest, taxes, depreciation and amortization, as adjusted ("EBITDA"), and (3) our stock price. Our Board
has not adopted specific performance goals and target bonus amounts for any of its fiscal years, but may do so in the future.

 Equity Incentive Awards

 Our Board has not yet adopted
a management equity incentive plan and no stock options or other equity incentive awards have yet been made to any of our Named Executives
or other officers or employees of Wytec other than a limited number of stock issuances made to two Named Executives and seven other employees
of Wytec in December 2019 and December 2020 and warrant issuances made to one Named Executive in 2018 and to one Named Executive in October
2023 and July 2024 which were not issued pursuant to a formal plan. As stated previously, in the future we plan to adopt a formal management
equity incentive plan pursuant to which we plan to grant stock options and make restricted stock awards to members of management, which
would not be assignable during the executive's life, except for certain gifts to family members or trusts that benefit family members.
These equity incentive awards, we believe, would motivate our employees to work to improve our business and stock price performance, thereby
further linking the interests of our senior management and our stockholders. The Board will consider several factors in determining whether
awards are granted to an executive officer, including those previously described, as well as the executive's position, his or her
performance and responsibilities, and the number of options or other awards, if any, currently held by the officer and their vesting schedule.
Our policy will prohibit backdating options or granting them retroactively.

 Benefits and Prerequisites

 At this stage of our business,
we have limited benefits and no prerequisites for our employees other than health, dental, and life insurance, sick pay, and vacation
benefits that are generally comparable to those offered by other small private and public companies or as may be required by applicable
state employment laws. We recently established a 401(k) Plan for our Named Executive Officers and other employees. Under the 401(k) Plan,
participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit ($23,000 for calendar
year 2024). We do not match employee contributions.

 Separation and Change in Control Arrangements

 We do not have any employment
agreements with our Named Executive Officers or any other executive officer or employee of Wytec. None of them are eligible for specific
benefits or payments if their employment or engagement terminates in a separation or if there is a change of control.

 Our Anticipated Compensation Program

 We are currently in the process
of determining the compensation programs we anticipate implementing for our senior executives, including our Named Executive Officers.

 Executive Officer Compensation

 The following table summarizes
compensation paid or accrued by us for the years ended December 31, 2023 and December 31, 2024 for services rendered in all capacities
by our chief executive officer and our other most highly compensated executive officers during the fiscal years ended December 31, 2024
and December 31, 2023.

 Name and Principal
 Position (1)

 Year

 Salary

 Bonus

 Stock
 Awards(2)

 Option/ Warrant Awards ($)(2)

 Non-Equity
 Incentive
 Plan
 Compensation

 Non-Qualified
 Deferred
 Compensation
 Earnings

 All Other
 Compensation

 Total

 William H, Gray,

 2023

 $
 275,000

 $
 1,000

 $
 910,802

 –

 $
 –

 $
 –

 $

 –

 $

 1,186,802

 Chief Executive Officer, President and, interim Chief Financial Officer (3)(4)

 2024

 $
 306,250
 (5)

 $
 –

 $

 47,262

 $
 –

 $
 –

 $

 –

 $

 409,762

 Erica Perez,

 2023

 $
 97,000

 $
 1,000

 $
 171,807

 60,196

 $
 –

 $
 –

 $

 –

 $

 330,003

 Corporate Secretary (6)(7)

 2024

 $
 97,000

 $
 1,000

 $

 19,457

 $
 –

 $
 –

 $

 –

 $

 173,707

 Robert Sanchez,

 2023

 $
 –

 $
 –

 $
 –

 –

 $
 –

 $
 –

 $

 73,800
 (8)

 $

 73,800

 interim Chief Technology Officer

 2024

 $
 –

 $
 –

 $
 –

 –

 $
 –

 $
 –

 $

 143,599
 (8)

 $

 143,599

 Karen Stegall,

 2023

 $
 75,000

 $
 1,000

 $
 –

 –

 $
 –

 $
 –

 $

 –

 $

 76,000

 Former interim Chief Financial Officer (9)

 2024

 $
 59,155

 $
 –

 $
 –

 –

 $
 –

 $
 –

 $

 –

 $

 59,155

 (1)

 All current officers serve at will without employment contracts.

 (2)

 This represents the fair value of the award as of the grant date in accordance with FASB ASC Topic 718.

 (3)

 Mr. Gray stepped down as the interim chief financial officer of Wytec on January 7, 2022. Mr. Gray resumed responsibilities as interim chief financial officer of Wytec on November 5, 2024.

 (4)

 Mr. Gray received 178,410 shares of the Company's common stock for his services as a director of the Company from November 8, 2011 to September 30, 2023 and 1,673 shares of Company's common stock for his services as a director of the Company from October 1, 2023 to December 31, 2023. Mr. Gray received 11,250 shares of the Company's common stock for his services as a director of the Company during the first three quarters of 2024. This table does not include 3,750 shares of the Company's common stock Mr. Gray received in January 2025 for his services as a director of the Company during the fourth quarter of 2024.

 (5)

 In October 2024, Mr. Gray's salary was increased from $275,000 to $425,000 per year.

 (6)

 Ms. Perez received 30,611 shares of the Company's common stock for her services as a director of the Company from September 15, 2021 to September 30, 2023 and 1,673 shares of Company's common stock for her services as a director of the Company from October 1, 2023 to December 31, 2023. Ms. Perez received 11,250 shares of the Company's common stock for her services as a director of the Company during the first three quarters of 2024. This table does not include 3,750 shares of the Company's common stock Ms. Perez received in January 2025 for her services as a director of the Company during the fourth quarter of 2024.

 (7)

 In consideration for her services as the director of operations of the Company, in October 2023 Ms. Perez received 25,000 common stock purchase warrants with an exercise price of $5.00 per share exercisable on a cash or cashless basis until October 11, 2026 and in July 2024 she received an additional 25,000 common stock purchase warrants with exercise price of $5.00 exercisable on a cash or cashless basis until December 31, 2025.

 (8)

 Other compensation for Mr. Sanchez consists of consulting fees. As of December 31, 2024, unpaid consulting fees payable to Mr. Sanchez were $81,000.

 (9)

 Ms. Stegall resigned from the Company on November 5, 2024.

 Employment Agreements

 We have not entered into any
employment agreements with our executive officers to date, and do not intend to enter into employment agreements with them at this time.

 Policies and Practices Related to the Timing of
Equity Grants

 The Company
does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers
at certain times. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result
in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. The timing
of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied
to the event giving rise to the award (such as an executive officer's commencement of employment or promotion effective date).

 During the year ended December
31, 2024, there were no equity grants made to our executive officers during any period beginning four business days before the filing
of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing
of such report with the Securities and Exchange Commission.

 Outstanding Equity Awards at Fiscal Year-End

 The following table summarizes
the total outstanding incentive equity awards as of December 31, 2024, for each named executive officer:

 Name

 Number of

Securities

Underlying

Unexercised

Options/Warrants -

Number

Exercisable

 Number of

Underlying

Unexercised

Securities Options/Warrants

- Number

Unexercisable

 Option/Warrant

 exercise
 price

 ($)

 Option/Warrant

expiration

date

 William H. Gray, Chief Executive Officer and President

 2,000,000 (1)

 —

 $

 1.00

 December 31, 2025

 Erica Perez, Corporate Secretary

 25,000 (2)

 —

 $

 5.00

 October 11, 2026

 Erica Perez, Corporate Secretary

 25,000 (3)

 —

 $

 5.00

 December 31, 2025

 _____________

 (1)

 On September 21, 2028, Mr. Gray received 2,000,000 common stock purchase warrants with an exercise price of $1.00 per share exercisable on a cash or cashless basis until December 31, 2025.

 (2)

 On October 11, 2023, Ms. Perez received 25,000 common stock purchase warrants with an exercise price of $5.00 per share exercisable on a cash or cashless basis until October 11, 2026.

 (3)

 On July 2, 2024, Ms. Perez received 25,000 common stock purchase warrants with an exercise price of $5.00 per share exercisable on a cash or cashless basis until December 31, 2025.

 Option Exercises and Stock Vested

 None of our executive officers
exercised any stock options or acquired stock through vesting of an equity award during the fiscal year ended December 31, 2024.

 Employee Benefit Plans

 We have not yet, but may in
the future, establish a management equity incentive plan pursuant to which stock options and restricted stock awards may be authorized
and granted to the executive officers, directors, employees, and key consultants of Wytec. In the event we establish the equity incentive
plan, we expect to authorize approximately 10,000,000 shares or more for future issuance.

 Director Compensation

 In November 2023, the Board
adopted a compensation plan for the directors of the Company pursuant to which each quarter, commencing for the fourth quarter of 2023,
each director will receive $18,750 of shares of the Company's common stock in consideration for such director's valuable services
as a director of the Company (i) based on the most recent valuation report received by the Company for its common stock if the Company's
common stock is not quoted on the NASDAQ Capital Market or equivalent or higher public securities trading market (each a "Trading
Market") during the applicable quarter or (ii) based on the average closing price that is quoted on a Trading Market (if more than
one, the one with the then highest trading volume) during the applicable quarter if the Company's common stock is quoted on a Trading
Market at any time during applicable quarter.

 The following table sets forth
the compensation our non-executive directors received for their respective services rendered to us as directors during the year ended
December 31, 2024 and 2023.

 Name

 Year

 Fees Earned
 or Paid in Cash ($)

 Stock
 Awards ($)(1)

 Option
 Awards
 ($)(1)

 All Other Compensation ($)

 Total ($)

 Christopher Stuart (2)

 2023

 $
 –

 $
 150,204

 $
 –

 $
 –

 $
 150,204

 2024

 $
 –

 $

 $
 –

 $
 –

 $

 Sam Khoury (3)

 2023

 $
 –

 $
 150,204

 $
 –

 $
 –

 $
 150,204

 2024

 $
 –

 $

 $
 –

 $
 –

 $

 Robert Cook (4)

 2023

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 2024

 $
 –

 $

 $
 –

 $
 –

 $

 _____________

 (1)

 This represents the fair value of the award as of the grant date in accordance with FASB ASC Topic 718.

 (2)

 Mr. Stuart received 26,291 shares of the Company's common stock for his services as a director of the Company from December 31, 2021 to September 30, 2023, 1,673 shares of Company's common stock for his services as a director of the Company from October 1, 2023 to December 31, 2023, and 11,250 shares of Company's stock for his services as a director of the Company from January 1, 2024 to September 30, 2024. This table does not include 3,750 shares of the Company's common stock Mr. Stuart received in January 2025 for his services as a director of the Company during the fourth quarter of 2024.

 (3)

 Dr. Khoury received 26,291 shares of the Company's common stock for his services as a director of the Company from December 31, 2021 to September 30, 2023, 1,673 shares of Company's common stock for his services as a director of the Company from October 1, 2023 to December 31, 2023, and 11,250 shares of Company's stock for his services as a director of the Company from January 1, 2024 to September 30, 2024. This table does not include 3,750 shares of the Company's common stock Dr, Khoury received in January 2025 for his services as a director of the Company during the fourth quarter of 2024.

 (4)

 Mr. Cook received 11,250 shares of Company's stock for his services as a director of the Company from January 1, 2024 to September 30, 2024. This table does not include 3,750 shares of the Company's common stock Mr. Cook received in January 2025 for his services as a director of the Company during the fourth quarter of 2024.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 The following table presents
information, to the best of our knowledge, about the beneficial ownership of our common stock on March 20, 2025, held by those persons
known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial
ownership for the following table is based on 16,750,730 shares of common stock outstanding as of March 20, 2025.

 Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any
other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared
voting or investment power. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within
60 days after March 20, 2025, through the exercise of any option, warrant, or other right. The percentage ownership of the outstanding
common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only
the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

 Name of Officer, Director or Shareholder (1)

 Number of
 Common Shares

 Percent Beneficially
 Owned (2)

 William Gray, Chairman, Chief Executive Officer, President, and interim Chief Financial Officer (3)

 5,209,197

 27.78%

 Erica Perez, Secretary and Director (4)

 101,694

 *

 Mark J. Richardson, Former Director (5)

 Gary Stein, Former Director (6)

 Robert Cook, Director (7)

 15,000

 *

 Christopher Stuart, Director (8)

 892,187

 5.27%

 Sam Khoury, Director

 42,964

 *

 Robert Sanchez, interim Chief Technology Officer

 Karen Stegall, Former interim Chief Financial Officer

 All Officers and Directors as a Group (9 persons)

 6,261,042

 33.09%

 _____________

 *Beneficial ownership of less than one percent.

 (1)

 As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). The address of each person is in the care of the Company.

 (2)

 Figures are rounded to the nearest hundredth of a percent.

 (3)

 Includes 2,000,000 common stock purchase warrants owned by Mr. Gray which are exercisable at an exercise price of $1.00 per share until December 31, 2025.

 (4)

 Includes 25,000 common stock purchase warrants owned by Ms. Perez which are exercisable at an exercise price of $5.00 per share until October 11, 2026 and 25,000 common stock purchase warrants owned by Ms. Perez which are exercisable at an exercise price of $5.00 per share until December 31, 2025.

 (5)

 Mr. Richardson resigned as a director of Wytec, effective November 6, 2023.

 (6)

 Mr. Stein resigned as a director of Wytec, effective December 29, 2023.

 (7)

 Mr. Cook was appointed as a director of Wytec, effective January 4, 2024.

 (8)

 Includes 288,423 shares of common stock owned by Eagle Rock Investments, L.L.C., a limited liability company of which Mr. Stuart owns a majority of the outstanding equity ("ERI"). Includes 17,500 common stock purchase warrants owned by Mr. Stuart which are exercisable on a cash or cashless basis at an exercise price of $5.00 per share until December 31, 2025; 85,784 common stock purchase warrants owned by Mr. Stuart which are exercisable at any time until December 31, 2025 at an exercise price per share of $5.00 per share, provided, that ten (10) days after the common stock of the Company commences trading on a public securities trading market, the amount per share payable to exercise the warrants will 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 exercise date (the "Adjustable Strike Price"); 20,640 common stock purchase warrants owned by Mr. Stuart which are exercisable at any time until December 31, 2025 at an exercise price per share of equal to the greater of $5.00 or the Adjustable Strike Price; and 45,936 common stock purchase warrants owned by ERI which are exercisable at any time until December 31, 2025 at an exercise price per share of $5.00 per share.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 The Board has analyzed the
independence of each director and has concluded that currently three directors, Christopher Stuart, Dr. Sam Khoury, and Gary Stein, are
considered independent directors in accordance with the director independence standards of the Financial Industry Regulatory Authority
("FINRA") the NYSE Amex Equities or the NASDAQ Capital Market.

 The Company has an accounts payable balance owed
to Richardson & Associates in the amount of $253,771 as of December 31, 2024, and $253,771 as of December 31, 2023. The
Company incurred expense of $-0- and $15,287 with Richardson & Associates as of the year ended December 31, 2024 and 2023, respectively.
Mark Richardson is the owner of Richardson & Associates and he was a director of Wytec International, Inc. from September 2019 to
November 2023.

 In
2021, ERI loaned the Company a total of $250,000 and made a line of credit in the amount of $250,000 available to the Company
until December 31, 2022. In June 2022, ERI loaned the Company an additional $50,000 pursuant 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 ($300,000 principal
and $20,242 accrued 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 71,233 shares and 71,233 warrants.
In May 2024, ERI exercised 35,617 warrants in accordance with the Company's offer to existing warrant holders described
in Note I for a total of 35,617 shares 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 $100,000 of 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 20,640 shares and 20,640 2023
Warrants. In May 2024, ERI exercised 10,320 2023 Warrants in accordance with the Company's offer to existing warrant holders
described in Note I for a total of 10,320 shares 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 40,000 warrants to purchase up to 40,000 shares of Wytec's common stock on
a cash or cashless basis to ERI in consideration for making the $250,000 line of credit available to Wytec. The expiration
date of these warrants was extended to January 31, 2024 and in January 2024, these
warrants were exercised on a cashless basis for a total of 22,159 shares.

 In
February 2020, Mr. Christopher Stuart, a director of the Company, purchased 12.5 units, each unit consisting of $50,000 7%
promissory notes and five thousand common stock purchase warrants pursuant to a prior private placement made by the Company. The
expiration date of the warrants was extended to January 31, 2024, and i n
January 2024, these warrants were exercised on a cashless basis for a total of 34,623 shares. The
accrued interest on the 7% promissory note was credited to ERI and converted into units every six months at the conversion rate of
$5.00 per 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 8,750 of these common stock purchase warrants at an exercise price of $5.00 per share or a total
$43,750 for 8,750 shares of the Company's common stock. The expiration date of the remaining 4,375 common stock
purchase warrants was extended to January 31, 2024, and in January 2024 ERI exercised these warrants on a cashless basis for a total
of 2,424 shares. The note, as amended, contains a feature that allows the Company to extend the maturity date up to six months up to
nine times, in the Company's sole discretion. The Company has exercised eight extensions extending the maturity date of the
note to August 13, 2025.

 In February 2022, Mr. Stuart
purchased for $175,000 the unit, consisting of a $175,000 7% promissory note with a maturity date of August 31, 2023 and 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 December 2024, the Company extended the expiration date of the 17,500
warrants from December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the $625,000
Note, as amended, by nine additional six month periods instead of seven additional six month periods. In April 2022, Mr. Stuart loaned
the Company $100,000 pursuant 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 85,784 shares and 85,784 warrants. In December 2024, the Company extended the expiration date of the
85,784 warrants from December 31, 2024 to December 31, 2025 in consideration for allowing the Company to extend the maturity date of the
$625,000 Note, as amended, by nine additional six month periods instead of seven additional six month periods.

 In November and December 2022,
we borrowed a total of $150,000 from 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 $5.00 per 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 32,107 shares and 32,107 warrants.
The expiration date of these warrants was extended to January 31, 2024 and in January 2024, these warrants were exercised on a cashless
basis for a total of 17,786 shares.

 In August 2023, Mr. Stuart
purchased $100,000 of 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 20,640 shares and 20,640 warrants. In December 2024,
the Company extended the expiration date of the 20,640 warrants from December 31, 2024 to December 31, 2025 in consideration for allowing
the Company to extend the maturity date of the $625,000 Note, as amended, by nine additional six month periods instead of seven additional
six month periods.

 In
January 2024, a total of 7,500 warrants acquired by ERI in 2021 were exercised on a cashless basis by ERI for a total of 4,155 shares.

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

 In
the fourth quarter of 2024, Mr. Stuart purchased $50,000 of 2024 Notes.

 In October
2021, the president of the Company loaned the Company $10,000 pursuant 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, 2023 and 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 $25,000 pursuant 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 1,000 shares of the Company's Series C Preferred Stock owned by him for 3,000,000 shares of the Company's
common stock. In August 2024, 3,000,000 shares of common stock were issued to the president of the Company in exchange for the 1,000 shares
of Series C Preferred Stock owed by him.

 In
January 2023, the president of the Company loaned $25,000 to 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.

 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.

 In
December 2024, the president of the Company loaned the Company $10,000 pursuant to an unsecured promissory note initially due on December
9, 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.

 The
Company has an accounts payable balance owed to Mr. Robert Cook in the amount of $7,100 as of December 31, 2024 for prior consulting
services.

 Item 14. Principal Accounting Fees and Services.

 Audit Fees

 The aggregate fees billed
for professional services rendered by HORNE LLP for the audit of our annual financial statements and review of the financial statements
included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements was $150,000 for the year ended December 31, 2024 and $150,000 for the year ended December 31, 2023.

 Audit-Related Fees

 Fees billed for audit-related services rendered
by HORNE LLP were $0 for 2024 and $11,900 for 2023.

 Tax Fees

 No fees were billed for tax services rendered by
HORNE LLP for 2024 or 2023.

 All Other Fees

 No other fees were billed.

 Pre-Approval Policies and Procedures of Audit
and Non-Audit Services of Independent Registered Public Accounting Firm

 The policy of our Audit Committee
is to pre-approve, typically at the beginning of our fiscal year, all audit and non-audit services, other than de minimis non-audit services,
to be provided by an independent registered public accounting firm. These services may include, among others, audit services, audit-related
services, tax services, and other services and such services are generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by
the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
As part of the Audit Committee's review, the Audit Committee will evaluate other known potential engagements of the independent
auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account
whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor's
independence from management. At Audit Committee meetings throughout the year, the auditor and management may present subsequent services
for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning
of the year.

 The Audit Committee has considered
the provision of non-audit services provided by our independent registered public accounting firm to be compatible with maintaining their
independence. All audit and permissible non-audit services provided by our independent registered public accounting firm were approved
by our Audit Committee.

 Item 15. Exhibits, Financial Statement Schedules.

 (a)

 The following documents are filed as a part of this report on Form 10-K:

 1.

 The financial statements listed in the "Index to Financial Statements" at page F-1 are filed as part of this report.

 2.

 Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 3.

 Exhibits included or incorporated herein: See index to Exhibits.

 (b)

 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)

 19.1

 Insider Trading Policy

 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

 101.INS

 101.SCH

 101.CAL

 101DEF

 101.LAB

 101.PRE

 __________________

 (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.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Date: March 31, 2025

 By:

 /s/ William H. Gray

 William H. Gray, Chief Executive Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ William H. Gray

 Chief Executive Officer, President,

 March 31, 2025

 William H. Gray

 interim Chief Financial Officer, and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer)