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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: ~~June~~September 30, 2025

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

For the Transition Period from ___________ to____________

Commission File Number: 001-39478

Wytec International, Inc.

(Exact Name of registrant as specified in its charter)

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

19206 Huebner Rd., Suite 202

San Antonio, TX 78258

(Address of principal executive offices and Zip Code)

(210) 233-8980

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	WYTC	OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 818, 2025, there were 1617,~~878~~022,~~492 shares~~867 shares outstanding of the registrant’s common stock.

WYTEC INTERNATIONAL, INC.

FORM 10-Q

~~June~~September 30, 2025

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	3
	Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
	Statements of Operations for the Three and Six Months ended June 30, 2025 and June 30, 2024 (unaudited)	4
	Statements of Operations for the Three and Nine Months ended September 30, 2025 and September 30, 2024 (unaudited)	4
	Statements of Stockholders’ Deficit for the Three and Six Months ended June 30, 2025 and June 30, 2024 (unaudited)	5
	Statements of Stockholders’ Deficit for the Three and Nine Months ended September 30, 2025 and September 30, 2024 (unaudited)	5
	Statements of Cash Flows for the Six Months ended June 30, 2025 and June 30, 2024 (unaudited)	7
	Statements of Cash Flows for the Nine Months ended September 30, 2025 and September 30, 2024 (unaudited)	7
	Notes to Financial Statements (unaudited)	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2324
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	2930
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	3031
ITEM 1A.	RISK FACTORS	3031
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3031
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	31
ITEM 4.	MINE SAFETY DISCLOSURES	3132
ITEM 5.	OTHER INFORMATION	3132
ITEM 6.	EXHIBITS	3132
	SIGNATURES	3334

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WYTEC INTERNATIONAL, INC.

BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash	$	97128,~~262~~937		$	110,699
Employee retention credit receivable		–			96,263
Other current assets		69,~~843~~378			–
Inventory		30,041			30,041
Total current assets		~~134~~168,~~146~~356			237,003
Property and equipment, net		2,~~621~~347			2,140
Operating lease, right-of-use assets		4931,~~389~~242			84,427
Total assets	$	~~186~~201,~~156~~945		$	323,570
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~681~~781,~~394~~615		$	493,651
Accounts payable, related party		~~358~~336,~~260~~160			341,871
Other payable		335,000			335,000
Operating lease, right-of-use obligation, current portion		5031,~~188~~741			72,583
Contract liability		~~2,359~~–			7,149
Convertible promissory notes		1,171,000			615,000
Promissory note, at fair value		157,000			–
Promissory notes, shareholders		836,650			730,000
Convertible promissory notes		1,311,544			615,000
Total current liabilities		3,434,851			2,595,254
Promissory notes, shareholders		911,650			730,000
Total current liabilities		3,864,710			2,595,254
Long-term liabilities:
Operating lease, right-of-use obligation, long term portion		–			12,844
Total long-term liabilities		–			12,844
Total liabilities		3,~~434~~864,~~851~~710			2,608,098
Commitments and contingencies (See Note L)		–			–
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 June 30, 2025 and December 31, 2024		100			100
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 September 30, 2025 and December 31, 2024		100			100
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 June 30, 2025 and December 31, 2024		45			45
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 September 30, 2025 and December 31, 2024		45			45
Common stock, par value $0.001 per share, 495,000,000 shares authorized, 16,879,742 and 16,751,980 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		16,880			16,752
Common stock, par value $0.001 per share, 495,000,000 shares authorized, 16,923,492 and 16,751,980 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		16,924			16,752
Additional paid-in capital		33,~~024~~143,~~336~~042			32,725,656
Accumulated deficit		(36,~~044~~568,~~556~~001	)		(34,781,581	)
Repurchased shares		(80,000	)		(80,000	)
Subscriptions payable		9384,~~750~~375			93,750
Treasury stock:
Series A convertible preferred stock, at cost, 100,000 shares		(179,368	)		(179,368	)
Series B convertible preferred stock, at cost, 44,535 shares		(79,882	)		(79,882	)
Total stockholders' deficit		(3,~~248~~662,~~695~~765	)		(2,284,528	)
Total liabilities and stockholders' deficit	$	~~186~~201,~~156~~945		$	323,570

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenues	$	192,~~183~~359		$	2588,~~514~~034		$	2124,~~790~~149		$	40128,~~112~~146
Cost of revenues		~~9,818~~–			2430,~~690~~617			9,818			2455,~~953~~570
Gross profit		92,~~365~~359			~~824~~57,417			1114,~~972~~331			1572,~~159~~576
Expenses:
Selling, general and administrative		~~641~~460,~~921~~498			~~427~~546,~~364~~622			1,~~175~~636,~~869~~367			12,~~754~~301,~~580~~202
Research and development		~~28,951~~–			~~129~~150,~~742~~653			38,770			~~158~~308,~~111~~764
Depreciation		~~190~~274			85,~~321~~333			~~907~~1,181			1622,~~717~~050
Operating expenses, net		~~671~~460,~~062~~772			~~565~~702,~~427~~608			1,~~215~~676,~~546~~318			12,~~929~~632,~~408~~016
Net operating loss		(~~661~~458,~~697~~413	)		(~~564~~645,~~603~~191	)		(1,~~203~~661,~~574~~987	)		(12,~~914~~559,~~249~~440	)
Other expense:
Interest expense		2965,~~960~~032			1618,~~852~~681			59124,~~401~~433			3756,~~563~~244
Total other expense		2965,~~960~~032			1618,~~852~~681			59124,~~401~~433			3756,~~563~~244
Net loss	$	(~~691~~523,~~657~~445	)	$	(~~581~~663,~~455~~872	)	$	(1,~~262~~786,~~975~~420	)	$	(12,~~951~~615,~~812~~684	)
Weighted average number of common shares outstanding - basic and fully diluted		16,845,223			13,645,067			16,806,970			13,599,210
Weighted average number of common shares outstanding - basic and diluted		16,899,375			15,647,457			16,820,625			14,276,203
Net loss per share - basic and fully diluted	$	(0.04	)	$	(0.04	)	$	(0.08	)	$	(0.14	)
Net loss per share - basic and diluted	$	(0.03	)	$	(0.04	)	$	(0.11	)	$	(0.18	)

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024

Class A

Class B

Class C

Preferred Stock

Common Stock

Amount

Balance, January 1, 2025

100,000

100

44,535

–

16,751,980

16,752

Conversion of note payable into common stock

–

30,262

Issuance of stock owed

–

18,750

Stock to be issued for board member compensation

–

Net loss for the three months ended March 31, 2025

–

Balance, March 31, 2025

100,000

100

44,535

~~1,000~~–

–

16,800,992

16,801

Conversion of note payable into common stock

–

60,000

Issuance of stock owed

–

18,750

Stock to be issued for board member compensation

–

Net loss for the three months ended June 30, 2025

–

Balance, June 30, 2025

100,000

100

44,535

~~1,000~~–

–

16,879,742

16,880

Conversion of note payable into common stock

–

25,000

Issuance of stock owed

–

18,750

Stock to be issued for board member compensation

–

Net loss for the three months ended September 30, 2025

–

Balance, September 30, 2025

100,000

100

44,535

–

16,923,492

16,924

Balance, January 1, 2024

100,000

100

44,535

1,000

13,288,692

13,287

Conversion of note payable into common stock

–

65,956

Warrants exercised for cash

–

59,504

Cashless warrant exercised

–

46,250

Stock issued to existing holders

–

154,840

155

Extension of warrants

–

Stock to be issued for board member compensation

–

Net loss for the three months ended March 31, 2024

–

Balance, March 31, 2024

100,000

100

44,535

1,000

13,615,242

13,615

Warrants exercised for cash

–

71,723

Stock to be issued for board member compensation

–

Net loss for the three months ended June 30, 2024

–

Balance, June 30, 2024

100,000

100

44,535

1,000

13,686,965

13,684

Conversion of series C shares for common shares

–

(1,000

)

3,000,000

3,000

Conversion of note payable into common shares

–

5,005

Stock to be issued for board member compensation

–

Issuance of stock owed

–

37,500

Warrants exercised for cash

–

2,560

Warrants issued as compensation

–

Net loss for the three months ended September 30, 2024

–

Balance, September 30, 2024

100,000

100

44,535

–

16,732,030

16,730

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024

(Unaudited)

(Continued)

	Class A Preferred					Class B Preferred					Additional												Total Stockholders'
	Treasury Stock					Treasury Stock					Paid-in			Repurchased			Subscriptions			Accumulated			~~Stockholders'~~Equity
	Shares		Amount			Shares		Amount			Capital			Shares			Payable			Deficit			(Deficit)
Balance, January 1, 2025		100,000	$	(179,368	)		44,535	$	(79,882	)	$	32,725,656		$	(80,000	)	$	93,750		$	(34,781,581	)	$	(2,284,528	)
Conversion of note payable into common stock		–		–			–		–			51,278			–			–			–			51,308
Issuance of stock owed		–		–			–		–			93,731			–			(93,750	)		–			–
Stock to be issued for board member compensation		–		–			–		–			–			–			93,750			–			93,750
Net loss for the three months ended March 31, 2025		–		–			–		–			–			–			–			(571,318	)		(571,318	)
Balance, March 31, 2025		100,000	$	(179,368	)		44,535	$	(79,882	)	$	32,870,665		$	(80,000	)	$	93,750		$	(35,352,899	)	$	(2,710,788	)
Conversion of note payable into common stock		–		–			–		–			59,940			–			–			–			60,000
Issuance of stock owed		–		–			–		–			93,731			–			(93,750	)		–			–
Stock to be issued for board member compensation		–		–			–		–			–			–			93,750			–			93,750
Net loss for the three months ended June 30, 2025		–		–			–		–			–			–			–			(691,657	)		(691,657	)
Balance, June 30, 2025		100,000	$	(179,368	)		44,535	$	(79,882	)	$	33,024,336		$	(80,000	)	$	93,750		$	(36,044,556	)	$	(3,248,695	)
Conversion of note payable into common stock		–		–			–		–			24,975			–			–			–			25,000
Issuance of stock owed		–		–			–		–			93,731			–			(93,750	)		–			–
Stock to be issued for board member compensation		–		–			–		–			–			–			84,375			–			84,375
Net loss for the three months ended September 30, 2025		–		–			–		–			–			–			–			(523,445	)		(523,445	)
Balance, September 30, 2025		100,000	$	(179,368	)		44,535	$	(79,882	)	$	33,143,042		$	(80,000	)	$	84,375		$	(36,568,001	)	$	(3,662,765	)
Balance, January 1, 2024		100,000	$	(179,368	)		44,535	$	(79,882	)	$	30,558,906		$	(80,000	)	$	–		$	(31,109,214	)	$	(876,125	)
Conversion of note payable into common stock		–		–			–		–			329,713			–			–			–			329,779
Warrants exercised for cash		–		–			–		–			297,460			–			–			–			297,520
Cashless warrant exercised		–		–			–		–			(47	)		–			–			–			–
Stock issued to existing holders		–		–			–		–			774,045			–			–			–			774,200
Extension of warrants		–		–			–		–			21,285			–			–			–			21,285
Stock to be issued for board member compensation		–		–			–		–			–			–			93,750			–			93,750
Net loss for the three months ended March 31, 2024		–		–			–		–			–			–			–			(1,370,357	)		(1,370,357	)
Balance, March 31, 2024		100,000	$	(179,368	)		44,535	$	(79,882	)	$	31,981,362		$	(80,000	)	$	93,750		$	(32,479,571	)	$	(729,948	)
Warrants exercised for cash		–		–			–		–			358,544			–			–			–			358,613
Stock to be issued for board member compensation		–		–			–		–			–			–			93,750			–			93,750
Net loss for the three months ended June 30, 2024		–		–			–		–			–			–			–			(581,455	)		(581,455	)
Balance, June 30, 2024		100,000	$	(179,368	)		44,535	$	(79,882	)	$	32,339,906		$	(80,000	)	$	187,500		$	(33,061,026	)	$	(859,040	)
Conversion of series C shares for common shares		–		–			–		–			(2,999	)		–			–			–			–
Conversion of note payable into common shares		–		–			–		–			25,021			–			–			–			25,026
Stock to be issued for board member compensation		–		–			–		–			–			–			93,750			–			93,750
Issuance of stock owed		–		–			–		–			187,462			–			(187,500	)		–			–
Warrants exercised for cash		–		–			–		–			12,797			–			–			–			12,800
Warrants issued as compensation		–		–			–		–			41,888			–			–			–			41,888
Net loss for the three months ended September 30, 2024		–		–			–		–			–			–			–			(663,872	)		(663,872	)
Balance, September 30, 2024		100,000	$	(179,368	)		44,535	$	(79,882	)	$	32,604,075		$	(80,000	)	$	93,750		$	(33,724,898	)	$	(1,349,448	)

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months
	For the Nine Months
	Ended June 30,
	Ended September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(1,~~262~~786,~~975~~420	)	$	(12,~~951~~615,~~812~~684	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~907~~1,181			1622,~~717~~050
Stock based compensation		~~187~~271,~~500~~875			~~982~~1,~~985~~118,623
Non-cash lease expense		3553,~~038~~185			2239,~~518~~018
FVO adjustment for debt discount and debt issuance costs		30,550			–
Decrease (increase) in operating assets
Accounts receivable		–			(5,600	)
Inventory		–			262
Employee retention credit receivable		96,263			–
Other current assets		(69,~~843~~378	)		–(5,518	)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses		~~189~~265,~~051~~722			~~(36~~49,~~190~~113	)
Accounts payable, related party		16(5,~~389~~711	)		760,~~100~~800
Contract liability		(47,~~790~~149	)		(1711,~~276~~315	)
Operating lease liability		(3553,~~239~~686	)		(2238,~~118~~318	)
Net cash used in operating activities		(~~784~~1,~~699~~143,568	)		(~~997~~1,~~814~~386,569	)
Cash flows from investing activities
Purchase of equipment		(1,388	)		(1,899	)
Net cash used in investing activities		(1,388	)		(1,899	)
Cash flows from financing activities
Proceeds from promissory notes, shareholders		~~116~~191,~~650~~750			–
Proceeds from issuance of convertible promissory notes		~~666~~831,~~000~~444			–275,000
Proceeds from promissory note, at fair value		157,000			–
Payment of debt issuance costs on promissory note, at fair value		(7,000	)		–
Payments on promissory notes, shareholders		(10,000	)		–
Payments on notes payable		–			(1318,~~775~~773	)
Proceeds from exercise of warrants		–			~~656~~668,~~133~~933
Net cash provided by financing activities		~~772~~1,~~650~~163,194			~~642~~925,~~358~~160
Net decrease in cash		(13,437	)		(357,355	)
Net increase (decrease) in cash		18,238			(463,308	)
Cash - beginning of period		110,699			564,760
Cash - end of period	$	97128,~~262~~937		$	~~207~~101,~~405~~452
Supplemental disclosures:
Interest paid	$	514,~~383~~496		$	37,~~626~~207
Non-cash investing and financing activities:
Conversion of accrued interest and note payable into common stock	$	~~111~~136,308		$	~~329~~354,~~779~~805
ROU assets and operating lease obligations recognized	$	–		$	140,361

See accompanying notes to unaudited financial statements

WYTEC INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE A – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2025, as amended on July 14, 2025. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are not necessarily indicative of the results to be expected ~~for~~ for the year ended December 31, 2025. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the ~~opinion~~ opinion of management are necessary for fair presentation of the information contained therein.

Description of Business: Wytec International, Inc. ~~Wytec International, Inc.~~ (“Wytec,” “we,” “our,” “us,” or the “Company”), a Nevada corporation, is a designer and developer of patented small cell technology, which we call the “LPN-16,” and wide area networks designed to support 5G network deployments across the United States. Wytec offers in-building cellular (known as a distributed antenna system, “DAS”) and private Long-term Evolution (“private LTE”) solutions utilizing multiple vendors through Synnex Corporation, a leading distributor and solutions aggregator hosting more than 22,000 technology vendors. Concurrently, Wytec plans to commercialize a multichannel transmission product that integrates in-building cellular, private LTE, and gunshot detection services with its LPN-16 in ~~the third quarter of 2025~~2026. Wytec was previously involved in the sale of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to commercial and enterprise clients and was also engaged in the sale of Federal Communications Commission (“FCC”) registered links (“Links”) participating in the 70 and 80 gigahertz licensed frequency program (the “Program”). The Program allowed qualified individuals to own a segment of the “backhaul” infrastructure of Wytec’s city-wide business deployment.

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

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

The Company earns revenues from contracts with ~~customers~~ 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~~ with the customer. Revenue from the installation of systems, which management believes have an alternative use, is recognized upon customer acceptance. This assessment, at contract inception, is based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, all sales and installation revenue were recognized when the installation was ~~completed,~~ ~~per company policy~~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.

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

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

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

Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the warrants and stock price volatility. The Company previously engaged valuation specialists to assist with determining the fair value of our common stock prior to being listed on the OTCQB market. The Company provided the specialist with judgmental inputs and assumptions such as cash flow projections and future results of operations to the specialist.

After being listed for trading on the OTCBQ market on July 30, 2024, the Company used the fair ~~valued~~value of its common stock based on the OTCQB market trading value. The expected term of the warrants ~~warrant~~ is estimated using the contractual life as the Company has no historical information from which to develop reasonable expectations ~~about~~ 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.

~~NOTE~~Recently BIssued –Accounting ~~GOING~~Standards: ~~CONCERN~~We have reviewed the standards issued by the Financial Accounting Standards Board (“FASB”) through September 30, 2025 and which are not yet effective. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncement will have a material impact on its financial statements.

~~Our~~On ~~financial~~December ~~statements~~14, ~~are~~2023, ~~prepared using accounting~~FASB ~~principles~~issued ~~generally~~ASU ~~accepted~~2023-09: inImprovement ~~the United States of America applicable~~ to aIncome ~~going~~Tax ~~concern,~~Disclosures ~~which~~(Topic ~~contemplate~~740). ~~the~~The ~~realization~~new ofstandard ~~assets and~~was ~~liquidation~~issued ofwith ~~liabilities in~~ the ~~normal~~intent ~~course~~ of ~~business. We have incurred continuous losses from operations, have an accumulated~~expanding ~~deficit~~income oftax ~~$36,044,556~~expense atpresentation ~~June 30, 2025,~~ and ~~have~~note ~~reported~~disclosure ~~negative cash flows from operations~~requirements. InThe ~~addition,~~Company wewill doadopt ~~not~~ASU ~~currently~~2023-09 ~~have the~~in ~~cash~~its ~~resources~~fourth toquarter ~~meet our operating commitments for the next twelve months from the date~~ of ~~this~~2025 ~~report. These conditions raise substantial~~using ~~doubt about the Company’s ability to continue as~~ a ~~going~~prospective ~~concern~~transition method.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires public business entities to disclose disaggregated information about certain income statement expenses—including categories such as employee compensation, intangible asset amortization and depreciation, and selling expense—in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impacts of this standard on our disclosures and is not planning to early adopt.

NOTE B – GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $36,568,001 at September 30, 2025, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating and approximately $2,400,000 of financing commitments for the next twelve months from the date of this report. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

Since inception, operations have primarily been funded through private placements of equity and convertible debt. Management expects to continue to seek additional funding through private or public sources 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.

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

As of ~~June~~September 30, 2025, our cash balance was $97128,~~262~~937. 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. ~~We estimate that we will need approximately $5,000,000 of capital or financing over the next twelve months to fund our planned operations.~~

NOTE C – REVENUE AND ACCOUNTS RECEIVABLE

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

Timing of Revenue Recognition

Schedule of timing of revenue recognition

For the Three Months Ended

For the ~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Point in Time

~~17,000~~–

1584,~~950~~210

17,000

20105,~~900~~110

Over Time

2,~~183~~359

93,~~564~~824

47,~~790~~149

1923,~~212~~036

192,~~183~~359

2588,~~514~~034

2124,~~790~~149

40128,~~112~~146

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 $17,000 and $15,950 during the three months ended June 30, 2025 and 2024, respectively, and $17,000 and $20,900 during the six months ended June 30, 2025 and 2024, respectively. The contracts for the sale of in-building cellular systems generally include the performance obligation to sell and install (including testing, commissioning and integration services) equipment. The amount of revenue earned related to the sales of equipment was $10,000 and $8,950 during the three months ended June 30, 2025 and 2024, respectively, and $10,000 and $11,200 during the six months ended June 30, 2025 and 2024, respectively. The amount of revenue earned related to installation and other services was $7,000 and $7,000 during the three months ended June 30, 2025 and 2024, respectively, and $7,000 and $9,700 during the six months ended June 30, 2025 and 2024, respectively. The performance obligation for the sale of equipment is deemed to be satisfied on the date the customer takes physical possession of the equipment and has control of the equipment. For installation, testing, commissioning and integration services, the Company measures progress toward complete satisfaction of the performance obligations ratably as the services are performed.

~~Revenues~~The Company earns revenues from ~~network~~in-building cellular systems and ~~other~~network services. ~~totaled~~Revenues from the sale and installation of in-building cellular systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $2-0- and $84,~~183~~210 during the three months ended September 30, 2025 and 2024, respectively, and $917,~~564~~000 and $105,110 during the nine months ended September 30, 2025 and 2024, respectively. The contracts for the sale of in-building cellular systems generally include the performance obligation to sell and install (including testing, commissioning and integration services) equipment. The amount of revenue earned related to the sales of equipment was $-0- and $66,210 during the three months ended ~~June~~September 30, 2025 and 2024, respectively, and $10,000 and $477,~~790~~410 during the nine months ended September 30, 2025 and 2024, respectively. The amount of revenue earned related to installation and other services was $19-0- and $18,~~212~~000 during the ~~six~~three months ended September 30, 2025 and 2024, respectively, and $-0- ~~June~~and $27,700 during the nine months ended September 30, 2025 and 2024, respectively. ~~Network~~The ~~service~~performance ~~revenues~~obligation ~~are~~for ~~recognized~~the ~~each~~sale ~~month~~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 ~~rendered~~performed.

~~The~~Revenues ~~Company’s~~from ~~contracts~~network ~~for~~and ~~support~~other services totaled $2,359 ~~are~~and ~~typically~~$3,824 ~~for~~during ~~terms~~the ofthree ~~one~~months ~~year~~ended orSeptember ~~less.~~30, ~~The~~2025 ~~aggregate~~and ~~amount~~2024, ofrespectively, ~~contract~~and ~~performance~~$7,149 ~~obligation~~and as$23,036 ofduring ~~June~~the nine months ended September 30, 2025 ~~that~~and ~~the~~2024, ~~Company expects~~respectively. toNetwork ~~recognize~~service ~~over~~revenues ~~the~~are ~~next~~recognized ~~year~~each ismonth ~~$2,359~~as services are rendered.

The Company’s contracts for support services are typically for terms of one year or less. The aggregate amount of contract performance obligation as of September 30, 2025 that the Company expects to recognize over the next year is $-0-.

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

NOTE D – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Schedule of property and equipment
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Telecommunication equipment and computers	$	301,273		$	299,943
Vehicle		23,805			23,805
Office furniture and fixtures		9,029			9,029
Less: accumulated depreciation		(331,~~486~~760	)		(330,579	)
	$	2,~~621~~347		$	2,140

Depreciation expense for the three months ended ~~June~~ September 30, 2025 and 2024 was $~~190~~274 and $85,~~321~~333, respectively. Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024 was $~~907~~1,181 and $1622,~~717~~050, respectively.

NOTE E – DEBT

The Company’s debt consists of the following:

Schedule of debt
	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Unsecured promissory note payable to a director of the Company, at 7% per annum, due in February 2026	$	625,000	$	625,000
Unsecured promissory note payable to the president of the Company, at 5% per annum, due in April 2025, paid in full in April 2025.		–		10,000
Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025		55,000		55,000
Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2025		535,000		560,000
Unsecured convertible promissory note payable to a shareholder, at 9.5% per annum, due on December 31, 2025		50,000		50,000
Unsecured promissory note payable to the president of the Company, at 7% per annum, due on September 30, 2025		25,000		25,000
Unsecured promissory note payable to the president of the Company, at 7% prior to April 1, 2025 and 7.5% per annum thereafter, due on March 31, 2026		25,000		25,000
Unsecured promissory note payable to the president of the Company, at 7% per annum, due in October 2025		10,000		10,000
Unsecured promissory note payable to the president of the Company, at 7% per annum, due in April 2026		10,000		10,000
Unsecured promissory note payable to the president of the Company, at 7% per annum, due in December 2025		10,000		10,000
Secured convertible promissory notes payable to various investors, due on November 30, 2025		581,000		–
Secured convertible promissory notes payable to various investors, at 0% per annum, due on November 30, 2025		556,000		–
Secured convertible promissory notes payable to various investors, at 0% per annum, due on March 31, 2026		165,544		–
Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in January 2026		35,000		–
Unsecured promissory note payable to the president of the Company, at 7% per annum, due in April 2026		30,900		–
Unsecured promissory note payable to the president of the Company, at 7% per annum, due in June 2026		50,750		–
Total	$	2,007,650	$	1,345,000
Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in July 2026		40,000		–
Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in August 2026		15,000		–
Unsecured promissory notes payable to the president of the Company, at 7% per annum, due in September 2026		20,000		–
Unsecured promissory note payable to a lending company measured under the fair value option, due in installments through June 2026		157,000		–
Total	$	2,380,194	$	1,345,000

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 all nine extensions extending the maturity date of the note to February 13, 2026.

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 exercised one extension extending the maturity date of the note to April 21, 2025 and repaid the $10,000 note plus accrued but unpaid interest in the amount $1,778 in April 2025.

In January 2023, the president of the Company ~~loaned~~ loaned the Company $25,000 pursuant to an unsecured promissory note initially due on March 31, 2024 and initially bearing simple interest at at a rate of 7% per annum. The note was amended in March 2025 to allow the Company to extend the maturity date up to six months, six times instead of two times, in the Company’s sole discretion, in consideration for increasing the interest rate of the note to 7.5%, effective April 1, 2025. The Company has exercised ~~three~~four extensions extending the maturity date of the note to ~~September~~March 3031, ~~2025~~2026.

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~~ with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The 2023 Notes together ~~with~~ 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~~ priority security interest in the Company’s LPN-16 patent. If the Company’s common stock is listed on the NASDAQ Capital Markets on on or before the maturity date, the outstanding 2023 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 2023 Notes have not otherwise been automatically converted into shares of the Company’s common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2023 Notes into shares of the Company’s common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00 (the “2023 Warrants”). The 2023 Warrants will be exercisable until December 31, 2024 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s public trading price if the Company’s securities are trading on a public securities trading market. As of ~~June~~ September 30, 2025, the Company had issued a total of $2,289,515 of 2023 Notes pursuant to this offering which ended in October 2023, 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~~ 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. 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 (“2024 Warrants”). The 2024 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~~ 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 ~~June~~September 30, 2025, the Company has issued a total of $585,000 of 2024 Notes pursuant to this offering, including $50,000 of which was purchased by Mr. Stuart and $50,000 of which was converted into common stock and 2024 Warrants.

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 four extensions extending the maturity date of the note to December 31, 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.

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 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 of Regulation D of the Securities Act (the “2025 Note Offering”). The 2025 Notes were initially due and payable on or before May 31, 2025, unless extended by the Company for six months up to two times. The Company has exercised one extension extending the maturity date of the 2025 Notes to November 30, 2025. The 2025 Notes will automatically be converted into shares of the Company’s common stock at a 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; 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, these 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 ~~June~~September 30, 2025, the Company has issued a total of $666,000 of 2025 Notes pursuant to this offering, including $40,000 of of which was purchased by Mr. Stuart, $40,000 of which was purchased by an affiliate of Mr. Stuart, and $10,000 of which was purchased by by the president of the Company. In assessing whether the automatic conversion feature of our convertible debt instruments meets the definition of a derivative under ASC 815, we evaluated the net settlement criterion, including whether the underlying shares are readily convertible to cash. Any shares directly received from the automatic conversion are restricted from resale under Rule 144 of the Securities Act, which governs the public resale of restricted securities. As a result, while the shares are restricted from resale under Rule 144 of the Securities Act, they are not considered readily convertible to cash, and the net settlement criterion is not satisfied. Consequently, the automatic conversion feature does not qualify for derivative accounting treatment under ASC 815 during this period. We will continue to reassess the classification on an ongoing basis, and if the restriction lapses and the shares become freely tradable in an active market, the conversion feature and associated warrants may subsequently meet the net settlement criterion and be re-evaluated for derivative classification. The issuance of shares and related warrants upon exercise of the optional conversion feature will be accounted for upon exercise of the conversion option. As of ~~June~~September 30, 2025, $85110,000 of 2025 Notes was converted into common stock and 2025 warrants, including a total of of $40,000 of which was converted by Mr. Stuart and his affiliate. These shares and the shares underlying the warrants are subject to ~~the~~ the resale restrictions under Rule 144 of the Securities Act and, therefore, the related warrants do not meet the definition of a derivative under ASC 815.

In April 2025, the president of the Company loaned the Company $30,900 pursuant to an unsecured promissory note due on April 11, 2026. 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 June 2025, the president of the Company loaned the Company $50,750 pursuant to an unsecured promissory note due on June 16, 2026. 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.

14In July 2025, we commenced an offering of up to $1,000,000 of convertible promissory notes (“2025-2 Notes”) pursuant to a private placement in accordance with Rule 506(b) of Regulation D of the Securities Act (the “2025-2 Note Offering”). The 2025-2 Notes will initially be due and payable on or before March 31, 2026, unless extended by the Company for six months up to two times. The 2025-2 Notes will automatically be converted into shares of the Company’s common stock at a price per share of $1.00 if following the issuance of the 2025-2 Notes the Company’s common stock (i) trades an average daily trading volume of 50,000 or greater for 10 consecutive trading days and (ii) achieves an intraday or closing price of $5.00 for 10 consecutive trading days (together, the “Trading Thresholds”). Upon the automatic conversion of the 2025-2 Notes, the Company will, no later than 30 trading 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 2025-2 Notes; 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 2025-2 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 2025-2 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 “2025-2 Warrants”). The 2025-2 Warrants will be exercisable until December 31, 2026 at an exercise price of $1.00, provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price shall thereafter be the greater of (i) $1.00 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. As of September 30, 2025, the Company has issued a total of $165,544 of 2025-2 Notes to 13 investors pursuant to this offering, including $10,000 of which was purchased by an affiliate of Mr. Stuart. In assessing whether the automatic conversion feature of our convertible debt instruments meets the definition of a derivative under ASC 815, we evaluated the net settlement criterion, including whether the underlying shares are readily convertible to cash. Any shares directly received from the automatic conversion are restricted from resale under Rule 144 of the Securities Act, which governs the public resale of restricted securities. As a result, while the shares are restricted from resale under Rule 144 of the Securities Act, they are not considered readily convertible to cash, and the net settlement criterion is not satisfied. Consequently, the automatic conversion feature does not qualify for derivative accounting treatment under ASC 815 during this period. We will continue to reassess the classification on an ongoing basis, and if the restriction lapses and the shares become freely tradable in an active market, the conversion feature and associated warrants may subsequently meet the net settlement criterion and be re-evaluated for derivative classification. The issuance of shares and related warrants upon exercise of the optional conversion feature will be accounted for upon exercise of the conversion option. As of September 30, 2025, $-0- have been converted into common shares.

In July 2025, the president of the Company loaned the Company $15,000, $10,000, and $15,000 pursuant to three unsecured promissory notes initially due on July 2, 2026, July 7, 2026, and July 25, 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 August 2025, the president of the Company loaned the Company $10,000 and $5,000 pursuant to two unsecured promissory notes initially due on August 11, 2026 and August 29, 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 September 2025, the president of the Company loaned the Company $20,000 pursuant to an unsecured promissory note due on September 9, 2026. 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 September 2025, the Company sold an unsecured promissory note with an original face value of $180,550 and payments due through June 30, 2026 to a lending company. The note was sold at $157,000, a discount of $23,550, and issuance costs incurred and paid from the funds received were $7,000. The discount of $23,550 and the $7,000 debt issuance costs were expensed upon issuance as interest expense. The note carries an effective interest rate of 52.3% and is measured under the fair value option (see Note K - Fair Value Measurements). Total accrued interest on the promissory note at September 30, 2025 was $2,752.

NOTE F – REPURCHASE AGREEMENT

In April 2020, we entered into a Repurchase and ~~General~~ 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~~ 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~~ shares of common stock in April 2022). The agreement stated that the Company was to make $10,000 monthly installments with the balance ~~payable~~ 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~~ 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, however, the shareholder has not properly returned the shares so they may be canceled. As the shares had not been properly returned, the ~~Company~~ 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~~equity.

NOTE G – LEASES

Short Term Leases

The Company leased its office space on a month to to month basis until February 29, 2024. There was no lease expense related to this short term lease for the three months ended ~~June~~ September 30, 2025 and 2024. Total lease expense related to this short term lease was $-0- and $12,200 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Operating Leases

The Company leases its office space pursuant to a a two-year commercial lease amendment which commenced on March 1, 2024. For the three month periods ended ~~June~~September 30, 2025 and 2024, operating lease expense totaled $19,200 and $19,200, respectively, and for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, operating lease expense totaled $3857,~~400~~600 and $2544,~~600~~800, respectively.

The remaining weighted average lease term is 0.6741 years and the weighted average discount rate is 9.5% as of ~~June~~September 30, 2025.

Future minimum lease payments as of ~~June~~September 30, 2025 are as follows:

Schedule of future minimum lease payments
2026	$	5232,~~000~~500
Total minimum lease payments		5232,~~000~~500
Less: imputed interest		(~~1,812~~759	)
Present value of minimum lease payment		5031,~~188~~741
Less: current portion of lease obligation		5031,~~188~~741
Long-term lease obligation	$	–

NOTE H – WARRANTS

The ~~Company~~ Company has common stock purchase warrants outstanding at ~~June~~September 30, 2025 to purchase 2,~~358~~383,797 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, 10,267 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, 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~~ 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, and 85110,000 are exercisable for cash at exercise price of 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.

15To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and the prior transaction method approaches and determined a fair value of $5.00 before July 30, 2024 and at trading value after being listed on July 30, 2024. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issue with maturity dates through October 11, 2026, volatility estimates between 27.27% to 186.12% and risk-free rates 3.99% to 5.54% in the period.

ToIn ~~calculate~~January 2024, the ~~fair~~Company ~~value~~extended ~~of stock warrants at~~ the expiration date of ~~grant~~2,000,000 wecommon ~~use~~stock ~~the~~purchase ~~Black-Scholes~~warrants ~~option~~owned ~~pricing~~by ~~model.~~the ~~The~~president ~~volatility~~of ~~used~~the isCompany, ~~based~~to onDecember ~~historical~~31, ~~volatilities of selected peer group companies~~2025. ~~Management~~Due ~~estimated~~to the ~~fair value~~ modification of the ~~underlying~~warrants, ~~common stock by utilizing~~ the ~~discounted~~difference ~~cash~~between ~~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~~modified ~~volatility~~warrants ~~considering current~~ and ~~future expected market conditions. The risk-free interest rate for periods within~~ the ~~contractual~~fair ~~life~~value of the ~~option~~warrants isimmediately ~~based on~~ before the ~~U.S.~~modification ~~Treasury~~was ~~yield~~recorded ~~curve in effect at the time of grant. Each issuance is individually valued according to this procedure~~ as ofa ~~the~~warrant ~~date of issue with maturity dates through October 11~~expense, ~~2026,~~ ~~volatility~~which ~~estimates~~was ~~between~~only ~~27.27%~~applicable to 37service warrants.~~58%~~ ~~and~~The ~~risk-free~~total ~~rates~~incremental ~~3.99%~~increase ~~to 5.54%~~ in the warrants ~~period~~was $47,262.

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 in additional paid in capital.

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

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

In January 2024, the Company issued a total of 119,943 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.

In January 2024, the Company issued a total of 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. 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.

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 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. 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.

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. The value of the warrants was $35,781 and was recorded as additional paid in capital.

In April 2025, the Company issued a total of 20,000 2025 Warrants and 20,000 shares of the Company’s common stock to two investors upon the conversion of $20,000 of 2025 Notes. The value of the warrants was $4,626 and was recorded as additional paid in capital.

In June 2025, the Company issued a total of 40,000 2025 Warrants and 40,000 shares of the Company’s common stock to two investors upon the conversion of $40,000 of 2025 Notes. The value of the warrants was $11,003 and was recorded as additional paid in capital.

In September 2025, the Company issued a total of 25,000 2025 Warrants and 25,000 shares of the Company’s common stock to one investor upon the conversion of $25,000 of 2025 Notes. The value of the warrants was $8,810 and was recorded as additional paid in capital.

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

Schedule of warrant activity
	# of Warrants
Balance, December 31, 2024		2,268,535
Warrants granted		90115,262
Warrants exercised		–
Warrants expired		–
Balance, June 30, 2025		2,358,797
Balance, September 30, 2025		2,383,797
Exercisable, June 30, 2025		2,358,797
Exercisable, September 30, 2025		2,383,797

17As of September 30, 2025, the outstanding and exercisable warrants have a weighted average remaining term of 0.26 years and have an estimated $1,229,177 aggregate intrinsic value. The intrinsic value is calculated by taking the difference between the exercise price and the fair market value of the stock at September 30, 2025 multiplied by the number of warrants.

As of June 30, 2025, the outstanding and exercisable warrants have a weighted average remaining term of 0.5 years and have an estimated $549,184 aggregate intrinsic value. The intrinsic value is calculated by taking the difference between the exercise price and the fair market value of the stock at June 30, 2025 multiplied by the number of warrants.

NOTE I – STOCKHOLDERS’ EQUITY

In January 2024, the Company issued a total of 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.

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

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. The shares accrued for at year end were then issued during January 2025.

In June 2025, the Company issued a total of 40,000 2025 Warrants and 40,000 shares of the Company’s common stock to Mr. Stuart and his affiliate upon the conversion of $40,000 of 2025 Notes. The value of the warrants was $11,003 and was recorded as additional paid in capital.

~~During~~In ~~the~~September ~~six months ended June 30,~~ 2025, the Company ~~recorded~~issued a total ~~stock compensation~~ of ~~$187~~25,~~500~~000 2025 ~~for~~Warrants ~~shares~~and ~~earned~~25,000 byshares of the Company’s ~~directors~~common asstock ~~compensation~~to ~~for~~one ~~services performed~~investor ~~during~~upon ~~2025.~~the ~~18,750~~conversion of ~~these~~$25,000 ~~shares~~of ~~were issued during April~~ 2025 ~~and~~Notes. ~~18,750~~The value of ~~these~~the ~~shares,~~warrants ~~with~~was ~~a value of~~ $938,~~750,~~810 ~~were accrued~~and was recorded as ofadditional ~~June~~paid ~~30,~~in ~~2025~~capital.

During the nine months ended September 30, 2025, the Company recorded total stock compensation of $271,875 for shares earned by the Company’s directors as compensation for services performed during 2025. 18,750 of these shares were issued during April 2025, 18,750 of these shares were issued in July 2025 and 16,875 of these shares, with a value of $84,375, were accrued as of September 30, 2025.

NOTE J – RELATED PARTY TRANSACTIONS

~~The~~In ~~Company~~January ~~has~~2022, anthe ~~accounts~~Company ~~payable~~issued ~~balance owed~~40,000 warrants to ~~Richardson & Associates~~purchase inup ~~the~~to ~~amount~~40,000 shares of ~~$253,772~~Wytec’s ascommon ofstock ~~June~~on ~~30,~~a ~~2025~~cash ~~and~~or ~~December~~cashless ~~31,~~basis ~~2024.~~to ~~The~~ERI ~~Company~~in ~~incurred~~consideration nofor making the $250,000 line of credit ~~expenses~~available ~~with~~to ~~Richardson~~Wytec. &The ~~Associates~~expiration ~~during~~date ~~the~~of ~~three~~these ~~and~~warrant ~~six~~was ~~months~~extended ~~ended~~to ~~June~~January 3031, ~~2025~~2024, and in January 2024, ~~respectively.~~these ~~Mark~~warrants ~~Richardson~~were isexercised ~~the~~on ~~owner~~a ofcashless ~~Richardson~~basis &for ~~Associates and he was~~ a ~~director~~total of ~~Wytec International~~22,159 shares ~~Inc.~~of ~~from~~the ~~September~~Company’s ~~2019~~common ~~until November 2023~~stock.

In ~~2021~~January 2024, ~~ERI loaned the Company~~ a total ~~of $250,000~~ ~~and made a line~~ of ~~credit in the amount of $250~~ 7,~~000~~500 ~~available~~warrants toacquired ~~the~~by ~~Company until December 31, 2022. In June 2022,~~ ERI ~~loaned~~in ~~the~~2021 ~~Company an~~were ~~additional~~exercised ~~$50,000~~on pursuant an unsecured promissory note. In October 2022, we entered into an exchange 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~~cashless ~~note~~basis inby ~~the principal amount of $320,242 (the “New~~ ERI Note”). 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 714,~~233~~155 shares ~~and~~of ~~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 H for a total of 35,617 shares and~~ ~~the~~common ~~expiration date and exercise price of the remaining 35,616 warrants were adjusted to December 31, 2025 and $5~~stock.~~00 per share, respectively.~~

In ~~August~~May ~~2023~~2024, ERI ~~purchased~~exercised ~~$100~~35,~~000~~617 ofwarrants ~~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 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 H for a total of 1045,~~320~~ 937 shares and the expiration date and exercise price of ~~the~~ERI’s remaining 35,616 warrants and 10,320 2023 Warrants were adjusted to December 31, 2025 and $5.00 per share, respectively.

InDuring ~~January 2022~~2025, ~~the~~ERI ~~Company issued 40,000 warrants~~purchased toa ~~purchase~~total upof to $40,000 ~~shares~~ of ~~Wytec’s~~2025 ~~common~~Notes ~~stock~~and ~~on a cash or cashless basis to ERI in consideration for making the~~ $~~250~~10,000 ~~line~~ of ~~credit~~2025-2 ~~available~~Notes, toof ~~Wytec.~~which ~~The~~$20,000 ~~expiration date~~ of ~~these~~2025 ~~warrant~~Notes ~~was~~were ~~extended~~converted toin ~~January~~June ~~31,~~2025 ~~2024,~~for ~~and in January 2024~~20,000 ~~these warrants~~shares ~~were~~of ~~exercised~~the onCompany’s acommon ~~cashless~~stock ~~basis~~and ~~for a total of 22~~20,~~159~~000 ~~shares~~2025 Warrants.

In ~~the~~February ~~first~~2020, ~~quarter~~Mr. Christopher Stuart, a director of ~~2025~~the Company, ~~ERI~~ purchased the $20625,000 Note and 62,500 warrants described in Note E pursuant to a prior private placement made by the Company. The expiration date of ~~2025~~the ~~Notes~~warrants was extended to January 31, ~~which~~2024, ~~2025~~and ~~Notes~~in 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 ininto ~~June~~units ~~2025~~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 208,~~000~~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 20in January 2024 ERI exercised these warrants on a cashless basis for a total of 2,~~000~~424 ~~2025~~shares. ~~Warrants~~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 all nine extensions extending the maturity date of the note to February 13, 2026.

In ~~the~~January ~~second~~2024, ~~quarter of~~Mr. ~~2025~~Stuart exercised 32,107 ~~ERI~~warrants on ~~purchased~~a ~~$20~~cashless basis for a total of 17,~~000~~786 shares of ~~2025~~the ~~Notes~~Company’s common stock.

In ~~February~~December ~~2020~~2024, ~~Mr. Christopher Stuart, a director of~~ the Company, ~~purchased~~extended ~~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 in January 2024, these warrants were exercised on~~ a ~~cashless basis for a~~ total of 34123,~~623~~924 ~~shares.~~warrants ~~The~~owned ~~accrued~~by ~~interest on the 7% promissory note was credited to ERI and converted into units every six months at the conversion rate of $5~~Mr.~~00 per~~ ~~unit,~~Stuart ~~each~~from ~~unit~~December ~~consisting of one share of common stock and one common stock purchase warrant~~31, ~~pursuant~~2024 to ~~the~~December ~~Company’s prior private placement of units or a total of 13,125 units through August~~ 31, ~~2021.~~2025 Inin ~~December~~consideration ~~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~~allowing ~~shares of~~ the Company’s ~~common~~to ~~stock.~~extend ~~The~~the ~~expiration~~maturity date of the ~~remaining 4~~$625,~~375~~000 ~~common stock purchase warrants was extended to January 31~~Note, ~~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~~by anine ~~feature~~additional ~~that allows the Company to extend the maturity date up to~~ six ~~months~~month upperiods ~~to nine~~instead ~~times,~~of inseven ~~the Company’s sole discretion. The Company has exercised all nine extensions extending the maturity date of~~additional ~~the~~six ~~note~~month ~~to February 13, 2026~~periods.

19During 2024, Mr. Stuart purchased a total of $125,000 of 2024 Notes.

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, 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 an exchange 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 (the “New Stuart Note”). 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 $75,000 of 2024 Notes.

In the second quarter of 2025, Mr. Stuart purchased $40,000 of 2025 Notes, $20,000 of which was converted in June 2025 for 20,000 shares of the Company’s common stock and 20,000 2025 Warrants.

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 exercised one extension extending the maturity date of the note to April 21, 2025 and repaid the $10,000 note plus accrued but unpaid interest in the amount $1,778 in April 2025.

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 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 and initially bearing simple interest at a rate of 7% per annum. The note was amended in March 2025 to allow the Company to extend the maturity date up to six months, six times instead of two times, in the Company’s sole discretion, in consideration for increasing the interest rate of the note to 7.5%, effective April 1, 2025. The Company has exercised three extensions extending the maturity date of the note to September 30, 2025.21

In ~~October~~January ~~2024~~2023, the president of the Company loaned ~~the Company~~ $1025,000 to the Company pursuant to an unsecured promissory note initially due on ~~October~~March 2831, ~~2025.~~2024 ~~The~~and ~~note bears~~initially bearing simple interest at a rate of 7% per annum. The ~~maturity~~note ~~date~~was ofamended in March 2025 to allow the ~~note~~Company ~~may~~to beextend ~~extended~~the bymaturity andate ~~additional~~up to six months, six times instead of two times, in the Company’s sole discretion, in consideration for increasing the interest rate of the note to 7.5%, effective April 1, 2025. The Company uphas toexercised four ~~times~~extensions extending the maturity date of the note to March 31, 2025.

In ~~December~~During 2024, the president of the Company loaned the Company a total of $1020,000 pursuant to antwo unsecured promissory ~~note~~notes initially due on October 28, 2025 and December 9, 2025, respectively. The ~~note bears~~notes bear simple interest at a rate of 7% per annum. ~~The~~and the maturity date of ~~the~~each note may be extended by an additional six months in the sole discretion of the Company up to four times.

In the first quarter of 2025, the president of the Company purchased $10,000 of 2025 Notes.

InDuring ~~April~~ 2025, the ~~president~~ president of the Company loaned the Company a total of $30191,~~900~~ 650 pursuant to an11 unsecured promissory ~~note~~notes initially due on ~~April~~various 11dates between January 3, 2026. ~~The~~and ~~note~~September ~~bears~~9, ~~simple~~2026. These notes bear simple interest at a rate of 7% per annum. ~~The~~and the maturity date of ~~the~~each note may be extended by an additional six months in the sole discretion of the Company up to four times.

InThe ~~June~~Company ~~2025,~~has ~~the~~an ~~president~~accounts ofpayable ~~the~~balance ~~Company~~owed ~~loaned the Company $50,750 pursuant~~ to ~~an unsecured promissory note initially due on June 17, 2026~~Mr. ~~The~~Robert ~~note~~Cook ~~bears~~in ~~simple interest~~the atamount ~~a rate~~ of $7%,100 as ~~per annum. The maturity date~~ of ~~the~~September ~~note~~30, ~~may~~2025 befor ~~extended~~prior byconsulting anservices. ~~additional~~Mr. ~~six~~Cook ~~months~~was ina ~~the~~director ~~sole discretion~~ of the Company upuntil toAugust ~~four~~15, ~~times~~2025.

OnNOTE ~~June~~K ~~26,~~– ~~2025,~~FAIR ~~the Company~~VALUE received $15,000 from the president of the Company (the “Advance”), which the Company recorded as a liability under “accounts payable, related party” pending entry into an unsecured promissory note.MEASUREMENTS

The Company’s ~~has~~cash anbalances ~~accounts~~are ~~payable~~representative of ~~balance~~their ~~owed~~fair tovalues, ~~Mr.~~as ~~Robert~~these ~~Cook~~balances inare ~~the~~comprised ~~amount~~of deposits available on demand. The carrying amounts of $7inventories,~~100~~ other current asassets, ofaccounts ~~June~~payable ~~30,~~and ~~2025~~other ~~for~~non-current ~~prior~~liabilities ~~consulting~~approximate ~~services~~their fair values because of the short turnover of these instruments.

~~NOTE~~See KNote E – ~~CUSTOMER~~Debt ~~CONCENTRATIONS~~for further information regarding the convertible promissory notes.

~~For~~Fair ~~the~~Value ~~six~~Option ~~months~~(“FVO”) ~~ended June 30, 2025 and 2024,~~Election ~~the~~– ~~Company~~Convertible ~~generated~~promissory ~~$21,790,~~note 100% and $35,746, 89% of its revenue from three 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.payable

~~NOTE~~As Lof –September ~~COMMITMENTS~~30, ~~AND~~2025, ~~CONTINGENCIES~~the Company had an outstanding promissory note (“FVO note”), convertible only upon a default event, which is accounted for under the fair value option. Under FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented as a single line item within interest expense in the accompanying condensed statements of operations. The FVO note is measured at fair value and categorized within Level 3 of the fair value hierarchy.

The estimated fair value of the FVO note as of September 30, 2025 was computed by calculating the present value of the future expected cash flows under an implied interest rate of 52.3%. The FVO note was sold at a discount of $23,550 which was expensed upon issuance as interest expense as part of the fair value option. Then a total of $2,752 was accrued and expensed as additional interest at quarter end September 30, 2025. The conversion feature is only applicable under a default event. As of September 30, 2025, the Company has estimated the risk of a default event as negligible. There has been no change in fair value estimation recorded in the accompanying condensed statements of operations.

NOTE L – CUSTOMER CONCENTRATIONS

For the nine months ended September 30, 2025 and 2024, the Company generated $21,790, 100% and $121,509, 95% of its revenue from three 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 M – COMMITMENTS AND CONTINGENCIES

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

21At September 30, 2025 and December 31, 2024 our other payable balance 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.

At June 30, 2025 and December 31, 2024 our other payable balance 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 G in regards to commitments related to leases.

NOTE MN – 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. Based on that application, the Company was awarded a total of $96,263 in 2024, which was recorded as other income for the year ended December 31, 2024 and reflected as a receivable as of December 31, 2024. The awarded amount was subsequently received in 2025.

NOTE NO – SUBSEQUENT EVENTS

OnIn ~~July~~October 2, 2025, the ~~Advance~~Company ~~was~~issued ~~converted~~a ~~into an~~total ~~unsecured~~of ~~promissory note initially due on July 2~~16,875 shares ~~2026. The note bears simple interest at a rate~~ of 7%the ~~per~~Company’s ~~annum.~~common ~~The~~stock ~~maturity~~to ~~date of~~ the ~~note~~Company’s ~~may~~five bedirectors ~~extended~~as bycompensation anfor ~~additional~~services ~~six~~provided ~~months~~to inthe Company during the ~~sole~~third ~~discretion~~quarter of ~~the~~2025, ~~Company~~valued upat toa ~~four~~total ~~times~~of $84,375.

In ~~July~~October 2025, the ~~president~~Company ofissued ~~the~~a ~~Company~~total ~~loaned~~of 90,000 ~~the~~2025 ~~Company~~Warrants ~~$15~~and 90,000 ~~pursuant~~shares toof anthe ~~unsecured~~Company’s ~~promissory~~common ~~note~~stock ~~initially~~to ~~due~~one oninvestor ~~July~~upon ~~25,~~the ~~2026.~~conversion ~~The~~of ~~note~~$90,000 ~~bears~~of ~~simple~~2025 ~~interest~~Notes atand ~~a rate~~2,500 of2025-2 7%Warrants ~~per~~and ~~annum.~~2,500 ~~The~~shares ~~maturity date~~ of the ~~note~~Company’s ~~may~~common bestock ~~extended~~to byone aninvestor ~~additional~~upon ~~six months in~~ the ~~sole~~conversion ~~discretion~~ of ~~the~~$2,500 ~~Company~~of up2025-2 ~~to four times~~Notes.

In July 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 second quarter of 2025, valued at a total of $93,750.

In July 2025, we commenced an offering of up to $1,000,000 of convertible promissory notes (“2025-2 Notes”) pursuant to a private placement in accordance with Rule 506(b) of Regulation D of the Securities Act (the “2025 Note Offering”). The 2025-2 Notes will initially be due and payable on or before March 31, 2026, unless extended by the Company for six months up to two times. The 2025 Notes will automatically be converted into shares of the Company’s common stock at a price per share of $1.00 if following the issuance of the 2025 Notes the Company’s common stock (i) trades an average daily trading volume of 50,000 or greater for 10 consecutive trading days and (ii) achieves an intraday or closing price of $5.00 for 10 consecutive trading days (together, the “Trading Thresholds”). Upon the automatic conversion of the 2025-2 Notes, the Company will, no later than 30 trading 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 2025-2 Notes; 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 2025-2 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 2025-2 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 “2025-2 Warrants”). The 2025-2 Warrants will be exercisable until December 31, 2026 at an exercise price of $1.00, provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price shall thereafter be the greater of (i) $1.00 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. As of August 8, 2025, the Company has issued a total of $75,000 of 2025-2 Notes to six investors pursuant to this offering.

In August 2025, the president of the Company loaned the Company $10,000 pursuant to an unsecured promissory note initially due on August 11, 2026. 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 October 2025, the Company issued a total of $40,500 of 2025-2 Notes to five investors.

In October 2025, the Company entered into a securities purchase agreement with a lending company pursuant to which the Company sold the lending company an unsecured promissory note with an original face value of $180,550. The note included an original issue discount of $23,550 and was purchased for an aggregate of $157,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date. The note is due in installments through October 3, 2026.

In October 2025, the Company entered into a securities purchase agreement with a lending company pursuant to which the Company sold the lending company an unsecured promissory note with an original face value of $94,300. The note included an original issue discount of $12,300 and was purchased for an aggregate of $82,000. A one-time interest charge of 12% was applied to the principal amount on the issuance date. The note is due in installments through August 15, 2026.

In November 2025, the Company issued a total of 10,000 2025 Warrants and 10,000 shares of the Company’s common stock to one investor upon the conversion of $10,000 of 2025 Notes.

In November 2025, the Company issued a total of $23,000 of 2025-2 Notes to two investors.

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

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

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

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

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

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

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

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

Overview of Current Operations

Wytec is a ~~designer~~developer ~~and~~of ~~developer~~wide area ofnetworks (“WANs”) utilizing small cell technology and wide area networks designed to support 5Gthe ~~network~~rapidly ~~deployments~~growing Internet of Things (“IOT”) solutions across the ~~United States~~world. Currently wethe ~~offer~~ Company offers in-building cellular (known as a distributed antenna system, “DAS”) and private Long-term Evolution “private LTE” solutions utilizing private distributor agreements along 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~~technologies, including small cell technology, known as the “LPN-16,” designed to support a dense neutral host citywide 5G network ~~coverage~~supporting multiple solutions such as driverless cars, 5G cellular support, gunshot detection, and drug (Vape/THC/Fentanyl) detection technology utilizing utility pole management services. 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 Technologies (“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 we are currently developing for use in a pilot program ~~(“Pilot Program”)~~ to be offered to TXShare cooperative purchasing program members in ~~the third or fourth quarter of 2025~~2026, which is expected to include our gunshot detection technology.

InOn ~~October~~September ~~2023~~30, 2024, we ~~entered~~filed ~~into~~five anpatent ~~agreement~~applications ~~with~~centered ~~Lemko~~on ~~Corporation~~our ~~(“Lemko”)~~AI-driven togunshot ~~provide~~detection technology, securing protection in the ~~wireless~~United ~~gateway~~States and tolaying ~~enhance~~the groundwork ~~our~~for ~~LPN-16~~international ~~technology~~coverage. ~~in conjunction~~In ~~with~~March ~~our~~2025, ~~development~~the ofU.S. anPatent ~~integrated~~and ~~solution~~Trademark toOffice ~~supplement~~issued ~~our~~U.S. ~~in-building~~Patent ~~solution~~No. 12,271,971 ~~including~~for our ~~gunshot~~Smart Sensor ~~detection~~System ~~and drug~~for ~~sensing~~Threat ~~solutions~~Detection, ~~utilizing~~and ~~the~~we ~~algorithms~~are ~~currently~~pursuing ~~being~~a ~~developed~~divisional byapplication ~~Trabus~~directed ~~with~~to ~~Lemko’s~~a ~~small~~Smart ~~cells~~Sensor ~~serving~~System asand aMethod ~~wireless~~for Threat ~~communications~~Detection ~~channel~~and Response Based on Detection of a Vocal Phrase. ~~The~~Complementing ~~Pilot~~the ~~Program~~U.S. isfilings, ~~expected~~we tosubmitted ~~utilize~~four ~~Lemko’s~~Patent ~~small~~Cooperation ~~cell~~Treaty applications—Smart ~~technology~~Sensor ~~employing~~System ~~the~~for ~~latest~~Threat ~~Federal~~Detection; ~~Communications~~Smart Sensor System for Threat Detection and Method Thereof; Threat Detection ~~Commission~~System ~~(“FCC”)~~Employing ~~Citizens~~Multiple ~~Broadband~~Models; ~~Radio~~and ~~Service~~Smart ~~radio~~Sensor System and Method for Threat Detection and Response Based on Detection of a Vocal Phrase—with national ~~our~~phase ~~in-building~~entries ~~cellular~~anticipated ~~services~~in 2026.

InWhile ~~October 2023, we filed a provisional patent with the United States Patent and Trademark Office (“USPTO”) for~~ our ~~smart-sensor~~portfolio ~~technology.~~is ~~In October~~anchored ~~2024,~~in wefirearm ~~split~~discharge ~~the~~detection ~~provisional~~to ~~patent~~help ~~into~~protect ~~four separate patent applications~~students, ~~one of which we filed with~~ the ~~USPTO~~technology ~~(“Smart~~also ~~Sensor System~~extends ~~for~~to ~~Threat~~identifying ~~Detection,”~~harmful ~~filed~~drugs asentering ~~U.S.~~school ~~Application No~~districts. ~~18/902,824, describing a process for firearm discharge detection using~~ ~~multiple~~With ~~machine~~these ~~learning~~additional ~~models) and all four of which we filed with the Patent Cooperation Treaty. In January 2025~~patents, we ~~received notice of allowance for the patent we filed with the USPTO. We~~ expect to ~~file~~adapt ~~patent~~our ~~applications~~platform ~~for~~to ~~the~~a ~~other~~range ~~three~~of ~~with the USPTO in 2025~~industries. ~~With~~ ~~these~~Our ~~additional~~AI ~~patents~~gunshot wetechnology ~~anticipate~~complements ~~that we will be able to adapt~~ our ~~technology~~existing patented toLPN-16 ~~different service industries~~technology.

We expect 5G to have a transformative impact on the economy and we believe that 5G ~~citywide~~and ~~deployments~~the next generation “6G” will rely substantially on citywide deployments utilizing 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~~cellular carriers. 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.

2425

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~~patents, we have identified additional upgrades and additions to the LPN-16 which further ~~tie~~support ~~it to~~ the Company’s 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 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 and Estimates

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

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

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

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

The Company generally provides a one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At ~~June~~September 30, 2025, the Company has ~~estimated~~ estimated no product warranty accrual given the Company’s de minimis historical financial warranty experience.

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

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.

2526

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 Three and ~~Six Months~~Nine Months Ended ~~June~~September 30, 2025 and 2024

Revenue for the three months ended September ~~June~~ 30, 2025 and 2024 was $192,~~183~~359 and $2588,~~514~~034, respectively. The decrease in revenue of $685,~~331~~675 or 2597% was primarily due to decrease in revenue from our in-building cellular systems. Revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $2124,~~790~~149 and $40128,~~112~~146, respectively. The decrease in revenue of $18103,~~322~~997 or 4681% was primarily due to decrease in revenue from our in-building cellular systems.

Cost of sales for the three ~~months~~ months ended ~~June~~September 30, 2025 and 2024 was $~~9,818~~-0- and $2430,~~690~~617, respectively. This decrease of $1430,~~872~~617, or 60100%, was primarily due to decrease in costs incurred related to the sales of our in-building cellular systems. Cost of revenues for the ~~six~~nine months ended ~~June~~September 30, 2025 ~~and~~ and 2024 was $9,818 and $2455,~~953~~570, respectively. This decrease of $1545,~~135~~752, or 6182%, was primarily due to decrease in costs incurred related to to the sales of our in-building cellular systems.

Selling, general, and administrative expenses were $~~641~~460,~~921~~498 for the three months ended ~~June~~September 30, 2025, as compared to $~~427~~546,~~364~~622 for the three months ended ~~June~~September 30, 2024, resulting in ana ~~increase~~decrease of $~~214~~86,~~557~~124 or 5016%. Contributing factors to the ~~increase~~decrease include ana ~~increase~~decrease in ~~professional~~stock ~~and~~compensation ~~consulting~~of $51,263, a decrease in fees, subscriptions, and other charges of $~~141~~17,~~172~~652, and a decrease in marketing and advertising of $58,010, which were offset by an increase in payroll of $4036,~~787,~~667 and an increase in ~~marketing~~insurance ~~and advertising~~ of $3527,~~369~~069 for the three months ended ~~June~~September 30, 2025 as compared to the three months ended September 30, 2024. Selling, general, and administrative expenses were $1,~~175~~636,~~869~~367 for the ~~six~~nine months ended September ~~June~~ 30, 2025, as compared to $12,~~754~~301,~~580~~202 for the ~~six~~nine months ended ~~June~~September 30, 2024, resulting in a decrease of $~~578~~664,~~711~~835 or 3529%. Contributing factors to the decrease include a decrease in stock compensation of $~~795~~846,~~485~~748 which was offset by an increase in professional and consulting fees of $5970,~~947~~922, an increase in payroll of $64100,~~264~~931, and an increase in ~~marketing~~insurance ~~and~~expense ~~advertising~~ of $5478,~~412,~~956 ~~and~~for anthe ~~increase~~nine inmonths ended ~~insurance~~September ~~expense~~30, of2025 ~~$51,887~~as ~~for~~compared to the ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024.

We estimate that we will need approximately $5,~~000~~400,000 of capital or financing over the next twelve months to fund our planned operations, which we plan to satisfy as described below under “Satisfaction of our Cash Needs for the Next 12 Months.”

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

Cash Flow from Operating Activities

Cash flows used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2025 were $~~784~~1,~~699~~150,568 as compared to $~~997~~1,~~814~~386,569 during the ~~six~~nine months ended ~~June~~ September 30, 2024. The $~~213~~236,~~115~~001 decrease in cash used in operating activities was primarily due to an increase of accounts payable and accrued expenses and receipt of the employee retention credit receivable during the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to the same period in 2024.

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Cash Flow from Investing Activities

Cash flows used by investing ~~activities~~ activities during the ~~six~~nine months ended ~~June~~September 30, 2025 were $1,388 as compared to the cash flows used by investing activities of $1,899 ~~during~~ during the ~~six~~nine months ended ~~June~~September 30, 2024. Capital expenditures totaled $1,388 and $1,899 during the ~~six~~nine months ended ~~June~~September 30, 2025 ~~and~~ and 2024, respectively.

Cash Flow from Financing Activities

Cash flows provided by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2025 were $~~772~~1,~~650~~170,194 as compared to $~~642~~925,~~358~~160 during the ~~six~~nine months ended ~~June~~ September 30, 2024. These receipts represent proceeds from the ~~sale~~exercise of ~~shares of~~ the Company’s common stock ~~and common stock~~ purchase warrants, and the issuance of debt.

Satisfaction of Our Cash Obligations for the Next 12 Months

As of ~~June~~September 30, 2025, our ~~cash~~ cash balance was $97128,~~262~~937. Our plan for satisfying our cash requirements for the next twelve months is through a combination of sales-generated income, including revenue from our installation contracts with the Texas school districts, private placements of our capital stock, exercise of warrants, third party financing, and/or traditional bank financing. There is no assurance that we will be able to meet our working capital requirements through the private placement of equity or debt or from any other source.

Other Funding Arrangements

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

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

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

Other Payable

The $335,000 other payable ~~account~~ account balance at ~~June~~September 30, 2025 and December 31, 2024, represents sales of registered links and related equipment and services (“Links”) 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~~ 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 $36,~~044~~540,~~556~~293 at ~~June~~September 30, 2025, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating and approximately $2,400,000 of financing commitments for the next twelve months from the date of this report. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recently Issued Accounting Standards

WeFor have reviewed the standards issued by the Financial Accounting Standards Board (“FASB”) through June 30, 2025 and which are not yet effective. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a ~~material~~discussion ~~impact on the Company’s financial position or results~~ of ~~operations~~recent ~~upon adoption. The Company has considered all other recently issued~~ accounting pronouncements, ~~and~~see ~~does~~Note ~~not~~1 ~~believe~~to the ~~adoption~~unaudited ofcondensed ~~such~~financial ~~pronouncement~~statements ~~will~~included ~~have~~elsewhere ain ~~material~~this ~~impact~~Quarterly Report on ~~its~~Form ~~financial statements~~10-Q.

On December 14, 2023, FASB issued ASU 2023-09: Improvement 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 Company is currently evaluating the effects of this standard, but the Company does not expect the standard to have a material impact on the financial statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, Mr. William Gray, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15I under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, Mr. Gray has concluded that our disclosure controls and procedures are not effective in timely alerting 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 and are the same material weaknesses described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management anticipates that such disclosure controls and procedures will not be effective ~~until~~ until the material weaknesses are remediated.

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

Changes in Internal Control Over Financial Reporting

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

2930

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

During the quarter ended ~~June~~September 30, 2025, there have been no material changes from the risk factors previously in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities.

~~During~~In ~~the~~July ~~second quarter of~~ 2025, the Company issued a total of ~~$163~~18,~~000~~750 ofshares ~~convertible promissory notes (the “2025 Notes”) to 11 investors, including $40,000~~ of ~~2025~~common ~~Notes~~stock to ~~Mr. Christopher Stuart, a director of~~ the Company,’s ~~and~~five ~~$20,000~~directors ofas ~~2025~~compensation ~~Notes~~for toservices anrendered ~~affiliate~~during ofthe ~~Mr. Stuart, pursuant~~second toquarter aof ~~private placement that commenced in February~~ 2025 in accordance with Rule 506(b) of Regulation D of the Securities Act. ~~The 2025 Notes were initially due and payable on or before May 31, 2025 unless extended by the Company for six months up to two times. The maturity date~~ of ~~the 2025 Notes was extended to November 30~~1933, ~~2025.~~as ~~The~~amended 2025 Notes will automatically be converted into shares of the Company’s common stock at a 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~~Securities ~~Thresholds~~Act”). 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, these 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. These 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.

During the ~~second~~third quarter of 2025, the Company issued a total of 60$165,544 of convertible promissory notes (“2025-2 Notes”) to 13 investors, including $10,000 of 2025-2 Notes to an affiliate of Mr. Stuart, pursuant to a private placement that commenced in July 2025 in accordance with Rule 506(b) of Regulation D of the Securities Act. The 2025-2 Notes will initially be due and payable on or before March 31, 2026, unless extended by the Company for six months up to two times. The 2025-2 Notes will automatically be converted into shares of the Company’s common stock at a price per share of $1.00 if following the issuance of the 2025-2 Notes the Company’s common stock ~~and~~(i) 60trades an average daily trading volume of 50,000 ~~common~~or ~~stock~~greater ~~purchase~~for ~~warrants~~10 consecutive trading days and (ii) achieves an intraday or closing price of $5.00 for 10 consecutive trading days (together, the “Trading Thresholds”). Upon the automatic conversion of the 2025-2 Notes, the Company will, no later than 30 trading 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 ~~four~~2025-2 ~~investors~~Notes; provided, ~~including~~however, that if such registration statement is due at a ~~total~~time ofin 40which the Company cannot file such registration statement because the Company has stale financial statements,~~000~~ 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 2025-2 Notes have not otherwise been automatically converted into shares of the Company’s common stock, ~~and~~these 40noteholders will have the option,~~000~~ on or before the maturity date, to convert all or a portion of their outstanding 2025-2 Notes into shares of the Company’s common stock ~~purchase~~at ~~warrants~~a rate equal to Mr$1.00 per ~~Stuart~~share and, ~~his~~immediately ~~affiliate~~upon the conversion, ~~upon~~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 “2025-2 Warrants”). The 2025-2 Warrants will be exercisable until December 31, 2026 at an exercise price of $601.00,~~000~~ provided, that ten (10) days after the common stock of ~~2025~~the ~~Notes~~Company incommences ~~accordance~~trading on ~~with~~the ~~Rule~~NASDAQ ~~506~~Capital Market or equivalent or higher public securities trading market, the exercise price shall thereafter be the greater of (bi) $1.00 or (ii) 85% of ~~Regulation~~the Daverage closing price of the ~~Securities~~Company’s common stock, as quoted on the public securities trading ~~Act~~market on which the Company’s common stock is then traded with the highest volume.

InDuring ~~April~~the third quarter of 2025, the Company issued a total of 1825,~~750~~000 shares of ~~common stock to~~ the Company’s ~~five~~common ~~directors~~stock asand ~~compensation~~25,000 ~~for~~common ~~services~~stock ~~rendered~~purchase ~~during~~warrants ~~the~~to one investor ~~fourth~~upon ~~quarter~~the conversion of ~~2024~~$25,000 of convertible promissory notes in accordance with Rule 506(b) of Regulation D of the Securities Act ~~of 1933, as amended (the “Securities Act”)~~.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the quarter ended ~~June~~September 30, 2025, no director or officer adopted or terminated any 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.

Item 6. Exhibits.

Exhibit	~~Description~~	Description
3.1	~~Articles of Incorporation, dated November 7, 2011 (1)~~	Articles of Incorporation, dated November 7, 2011 (1)
3.2	~~Amendment to Articles of Incorporation, dated January 14, 2014(1)~~	Amendment to Articles of Incorporation, dated January 14, 2014(1)
3.3	~~Amendment to Articles of Incorporation, dated June 13, 2014 (1)~~	Amendment to Articles of Incorporation, dated June 13, 2014 (1)
3.4	~~Bylaws (1)~~	Bylaws (1)
4.1	~~Certificate of Designation for Series A Preferred Stock, dated February 14, 2014 (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)~~	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)~~	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)~~	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)~~	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)~~	Warrant issued by Wytec International, Inc. to William H. Gray (2)
4.7	~~Amendment to William H. Gray Warrants, dated December 30, 2020 (3)~~	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)~~	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)~~	Amendment to William H. Gray Warrants, dated November 22, 2023 (7)
4.10	~~Amendment to Warrant No. 524, dated January 31, 2024 (9)~~	Amendment to Warrant No. 524, dated January 31, 2024 (9)
4.11	~~Amendment to Warrant No. 527, dated January 31, 2024 (9)~~	Amendment to Warrant No. 527, dated January 31, 2024 (9)
4.12	~~Amended and Restated Erica Perez Warrant, dated February 5, 2024 (9)~~	Amended and Restated Erica Perez Warrant, dated February 5, 2024 (9)
10.1	Separation and Distribution Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
4.13		Erica Perez Warrant, dated July 2, 2024 (10)
10.2	License Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.1		Separation and Distribution Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.3	Agreement with the Laredo School District (5)
10.2		License Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.4	Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and William H Gray (6)
10.3		Agreement with the Laredo School District (5)
10.5	Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Christopher Stuart (6)
10.4		Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and William H Gray (6)
10.6	Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Eagle Rock Investments L.L.C.(6)
10.5		Exchange Agreement, dated October 6, 2022, by and between Wytec International, Inc. and Christopher Stuart (6)
10.7	Amendment to Promissory Note, dated December 5, 2023 (8)
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)
10.12		Amendment to Promissory Note and Warrants, dated December 31, 2024, by and between Wytec International, Inc. and Christopher Stuart (13)
10.13		Securities Purchase Agreement, dated September 2, 2025 (14)
10.14		Promissory Note, dated September 2, 2025 (14)
10.15		Securities Purchase Agreement, dated October 3, 2025 (15)

Exhibit	Description
10.8	Amendment to Promissory Note, dated December 5, 2023 (8)
10.9	Amendment to Christopher Stuart Promissory Note, dated February 5, 2024 (9)
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	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)*

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

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

Exhibit		Description
10.16		Promissory Note, dated October 3, 2025 (15)
10.17		Securities Purchase Agreement, dated October 14, 2025 (16)
10.18		Promissory Note, dated October 14, 2025 (16)
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		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

(1)	Incorporated by reference from the original filing of the Registration Statement on January 10, 2017.
(2)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated September 21, 2018.
(3)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 4, 2021.
(4)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 3, 2024.
(5)	Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on June 25, 2021.
(6)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 13, 2022.
(7)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on November 28, 2023.
(8)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on December 6, 2023.
(9)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on February 5, 2024.
(10)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on July 9, 2024.
(11)	Incorporated by reference to the Form 8-K 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.
(13)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on January 7, 2025.
(14)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on September 9, 2025.
(15)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 9, 2025.
(16)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, filed on October 21, 2025.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WYTEC INTERNATIONAL, INC.

By:  /s/ William H. Gray                      

William H. Gray, Chief Executive Officer and

President (Principal Executive Officer)

By:  /s/ William H. Gray                      

William H. Gray, interim Chief Financial Officer

(Principal Accounting Officer)

Date: ~~August~~November 1319, 2025

3334

Filing Compare · WYTEC INTERNATIONAL INC