Table of Contents

As filed with the Securities and Exchange Commission on January 10, 2017December 22, 2021

Registration No.          333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WYTEC INTERNATIONAL, INC.

(NameExact name of Registrantregistrant as specified in its Charter)charter)

19206 Huebner Rd.Road, Suite 202

San Antonio TX, Texas 78258

Telephone: (210) 210-233-8980

 (Address(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William H. Gray

Chief Executive Officer

Wytec International, Inc.

19206 Huebner Rd.,Road, Suite 202

San Antonio, TXTexas 78258

Telephone: (210) 233-8980210-233-8980

 (Name,(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark J. Richardson,

Richardson & Associates

1453 Third Street Promenade, Suite 315

Santa Monica, California 90401

(Approximate Datedate of Proposed Salecommencement of proposed sale to the Public:  public)

As soon as practicable after the effective date of this registration statement.Registration Statement

If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [X]box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]☐

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

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 to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

(1)     The number of shares of Wytec International, Inc. ("Wytec") common stock, par value $0.001 per share, being registered has been determined based upon the number of outstanding shares of Competitive Companies, Inc. ("CCI") common stock, par value $0.001 per share ("CCI Shares"), multiplied by 0.0026, which is the number of shares of Wytec common stock which will be distributed to the holders of CCI Shares for each CCI Share held by them as of the record date.

(2)     The number of shares of Wytec common stock, par value $0.001 per share, being registered has been determined based upon the maximum number of shares of Wytec common stock described in footnote (1) multiplied by two, which is the number of common stock purchase warrants which will be distributed to the holders of CCI Shares.

(3)     There is currently no market for Wytec's common stock.  Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(4)     Calculated on the basis of $116.20 per million of the proposed maximum aggregate offering price.

In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said sectionSection 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securitiesWe may not be soldsell these securities until the registration statement relating to these securities filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

[          ] Shares

Common Stock

SUBJECT TO COMPLETION,Wytec International, Inc.

PRELIMINARY PROSPECTUS DATED JANUARY 10, 2017

WYTEC INTERNATIONAL, INC.

Common Stock (par value $0.001)

This prospectus is being furnished to you as a stockholderfirm commitment initial public offering of Competitive Companies, Inc. ("CCI") in connection with the planned distribution (the "Spin-Off" or the "Distribution") by CCI to its stockholdersour common stock. No public market currently exists for our common stock. We are offering all of all the shares of common stock par value $0.001 per share (the "Common Stock"), of Wytec International, Inc. ("Wytec," "we," "our," oroffered by this prospectus. We expect the "Company") owned by CCI, and all of the common stock purchase warrants (the "Warrants") of Wytec owned by CCI immediately prior to the Spin-Off.  Immediately prior to the time of the Distribution, CCI will hold approximately 81% of the outstanding shares of common stock and approximately 24% of the outstanding warrants of Wytec.  Immediately following the Spin-Off, Wytec's businesses, assets and liabilities will consist of 100% ownership of Capaciti Networks, Inc., ownership of the WyQuote system, the ownership of five patents and one patent application pending relating to wireless millimeter wave data transmission technology, ownership of the LPN-16 technology, and three fully built "diamond ring" backhaul wireless transmission networks in Columbus, Ohio, San Antonio, Texas and Denver, Colorado, with equipment inventory.  CCI will retain the remainder of its businesses, assets, and liabilities not held by us at the time of the Spin-Off, including Wireless Wisconsin, LLC, Innovation Capital Management, Inc. ("ICM, Inc.") and Innovation Capital Management, LLC ("ICM, LLC"), its wholly-owned subsidiaries.

At the time of the Spin-Off, CCI will distribute all of the outstanding shares of Common Stock and Warrants held by it on a pro rata basis to holders of CCI's common stock.  Each share of CCI's common stock outstanding as of 5:00 p.m., New York City time, on a datepublic offering price to be determined by the board of directors of CCI, the record date for the Spin-Off (the "Record Date"), will entitle the holder thereof$[         ] per share.

We intend to receive approximately 0.0026 shares of Common Stock and two Warrants for every share of Common Stock issuable to the holder.  The Distribution will be made in book-entry form by a distribution agent.  Fractional shares of Common Stock and fractional Warrants will be rounded up to the nearest whole number.

The Spin-Off will be effective as of 5:00 p.m., New York City time, on a date to be determined by the board of directors of CCI (the "Distribution Date").  Immediately after the Spin-Off, Wytec is expected to be an independent public reporting company, and eventually a publicly traded company.

CCI's stockholders are not required to vote on or take any other action in connection with the Spin-Off.  We are not asking you for a proxy, and we request that you do not send us a proxy.  CCI stockholders will not be required to pay any consideration for the Common Stock or Warrants they receive in the Spin-Off, and they will not be required to surrender or exchange their shares of CCI's common stock or take any other action in connection with the Spin-Off.

CCI currently owns all of the outstanding shares of Common Stock, which are approximately 81% of the total outstanding shares of common stock of Wytec.  Accordingly, there is currently no public market for our common stock.  We anticipate, however, that trading in our common stock will begin on a date after the Distribution Date, to be determined.  We intendapply to list our common stock on the OTC-QBNasdaq Capital Market or better under the symbol "WYTC."

In reviewing“WYTC”. No assurance can be given that our application will be approved. We believe that upon completion of the offering contemplated by this prospectus, you should carefully considerwe will meet the matters describedstandards for listing on the Nasdaq Capital Market, however, we cannot guarantee that we will be successful in listing our common the Nasdaq Capital Market. We will not consummate this offering unless our common stock will be listed on the Nasdaq Capital Market.

We are an emerging growth company as that term is used in the section titled "Risk Factors"Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 128 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-1-

We have granted a 45-day option to the Representative to purchase a maximum of [         ] additional shares of common stock (15% of the shares of common stock sold in this offering) at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the securities to purchasers in the offering on or about [                    ], 2021. 

EF HUTTON

division of Benchmark Investments, LLC

The date of this prospectus is [                    ], 2021

TABLE OF CONTENTS

We use our registered trademark, SmartDAS in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

You should rely only on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with any information different fromother than that which is contained in this prospectus.  This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or in any applicable prospectus supplement or free writing prospectus prepared by or on behalf of any sale of securities.

-2-

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

The following questions and answers briefly address some commonly asked questions about the Spin-Off. They may not include all the information that is important to you. We encourage you to read carefully this entire prospectus and the other documentsus to which we have referred you. We are offering to sell, and seeking offers to buy, the securities covered hereby only in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus or any prospectus supplement or free writing prospectus is accurate as of any date other than the date on the front cover of those documents. Our business, financial condition, results of operations and prospects may have included referenceschanged since those dates. We are not, and the underwriter is not, making an offer of these securities in certain partsany jurisdiction where the offer is not permitted.

For investors outside the United States: We have not, and the underwriter has not, taken any action that would permit this offering or possession or distribution of this sectionprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, direct you to a more detailed discussionthe offering of each topic presented inthe securities covered hereby the distribution of this section.prospectus outside the United States.

Q:  WhatWe further note that the representations, warranties and covenants made by us in any agreement that is incorporated by reference or filed as an exhibit to the Spin-Off?

A:  The Spin-Off is the method by which we will separate from CCI. In the Spin-Off, CCI will distribute to holders of its common stock all of the outstanding shares of our Common Stock and Warrants owned by it.  Following the Spin-Off, we expect to be an independent public reporting, publicly-traded company, and CCI will not retain any ownership interest in us.

Q:   Can CCI decide not to complete the Spin-Off?

A:  Yes. The Spin-Off is conditioned upon a number of matters, including the declaration of effectiveness of our Registration Statement on Form S-1,registration statement of which this prospectus is a part bywere made solely for the Securities and Exchange Commission. See "Summarybenefit of the Spin-Off- Conditionsparties to such agreement, including, in some cases, for the Spin-Off" forpurpose of allocating risk among the parties to such agreements, and should not be deemed to be a more detailed explanationrepresentation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the conditions to completingdate when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the Spin-Off.current state of our affairs.

Q:  WillInformation contained in, and that can be accessed through, our web site wytecintl.com shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the numberpurposes of CCIdetermining whether to purchase the shares offered hereunder.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” Forward-looking statements reflect our current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of common stock I own changethese terms and similar expressions, as a resultthey relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the Spin-Off?

A:   No, the number of shares of CCI common stock you own will not change as a result of the Spin-Off.

Q:  What are the reasons for the Spin-Off? 

A:   The CCI board of directors considered the following potential benefits in deciding to pursue the Spin-Off:

• We believe the Spin-Off will enhance the ability of CCI and the Company to focus on their respective strategies. 

• Our near-term goals for our business include raising sufficient capital to build more "diamond ring" wireless transmission networks, commercializing our LPN-16 technology, and executing and sustaining a robust launch of our WyQuote internet Wi-Fi marketing, sales and provisioning system. Achieving these goals will require offerings of securities by us and may  require acquisitions or mergers funded, in part, with outside capital and strategic alliances.  Our business will be separate and distinct from CCI's business and, accordingly, we believe that pursuing such growth and capital funding opportunities will be greatly facilitated with a capital structure that is tailored for the Company's needs, separate from those of CCI.

• The Spin-Off is expected to establish the Company as an independent publicly traded corporation, which we believe will meaningfully enhance its industry market perception, thereby providing greater growth opportunities for us than our consolidated operation as a division of CCI. 

Q:  Why is the separation of the Company structured as a spin-off?

A:  CCI believes that a distribution of the Wytec Common Stock and Warrants is the most efficient way to separate our business from CCI in a manner that will achieve the benefits we expect.

Q:  What will I receive in the Spin-Off?

A:  As a holder of CCI common stock, you will receive a distribution of approximately 0.0026 shares of our Common Stock and two Warrants for every share of our Common Stock you receive on the Record Date (as defined below). The distribution agent will distribute only whole shares of our Common Stock in the

-3-

Spin-Off. See "Questions and Answers About the Spin-Off-How will fractional shares be treated in the Distribution?" for more information on the treatment of the fractional share you may be entitled to receive in the Spin-Off. Your proportionate interest in CCI will not change as a result of the Spin-Off. For a more detailed description, see "The Spin-Off."

Q:  What is being distributed to holders of CCI common stock in the Spin-Off? 

A:  CCI will distribute 865,552 shares of our Common Stock in the Spin-Off and 1,731,104 Warrants.  The shares of our Common Stock and Warrants that CCI distributes will constitute approximately 81% of the issued and outstanding shares of our common stock and approximately 24% of our outstanding warrants, including the Warrants held by CCI immediately prior to the Spin-Off.  For more information on the shares and Warrants being distributed in the Spin-Off, see "Description of Our Capital Stock." 

Q:  What is the record date for the Distribution?

A:   CCI will designate the close of business as of _____, New York City time, on_______,_, 2017, which we refer to as the "Record Date," as the record ownership date for the Distribution.

Q:  When will the Distribution to holders of CCI common stock occur?

A:  The Distribution will be effective as of ________, New York City time, on ______________, 2016, which we refer to as the "Distribution Date." On or shortly after the Distribution Date, the whole shares of our Common Stock and Warrants will be credited in book-entry accounts for stockholders entitled to receive those shares and Warrants in the Distribution.  See "Questions and Answers About the Spin-Off-How will CCI distribute shares of our Common Stock and Warrants?" for more information on how to access your book-entry account or your bank, brokerage or other account holding the Common Stock and Warrants you will receive in the Distribution.

Q:  What do I have to do to participate in the Distribution?

A:  You are not required to take any action, but we urge you to read this prospectus carefully.  Holders of CCI common stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of CCI common stock, in order to receive shares of our Common Stock in the Distribution.  No stockholder approval of the Distribution is required.  We are not asking you for a vote, and we request that you do not send us a proxy card.

Q:  If I sell my shares of CCI common stock on or before the Distribution Date, will I still be entitled to receive shares of the Common Stock and Warrants in the Distribution?

A:  If you hold shares of CCI common stock on the Record Date and decide to sell them on or before the Distribution Date, you may choose to sell your CCI common stock with or without your entitlement to our Common Stock or Warrants.  You should discuss these alternatives with your bank, broker or other nominee. See "The Spin-Off-Trading Prior to the Distribution Date" for more information.

Q: How will CCI distribute shares of our Common Stock and Warrants?

A:  Registered stockholders: If you are a registered stockholder (meaning you own your shares of CCI common stock directly through CCI's transfer agent, Island Stock Transfer, Inc.), our distribution agent will credit the whole shares of our Common Stock and Warrants you receive in the Distribution to a new book-entry account with our transfer agent on or shortly after the Distribution Date.  Our transfer agent is expected to serve as our distribution agent for the Spin-Off. Our distribution agent will mail you a book-entry account statement that reflects the number of whole shares of our Common Stock and Warrants you own. You will be able to access information regarding your book-entry account holding our Common Stock and Warrants at Island Stock Transfer, Inc.  "Street name" or beneficial stockholders: If you own your shares of CCI common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock and Warrants you receive in the Distribution on or shortly after the Distribution

-4-

Date.  Please contact your bank, broker or other nominee for further information about your account.  We will not issue any physical stock certificates to any stockholders, even if requested.  See "The Spin-Off-When and How You Will Receive Company Common Stock and Warrants" for a more detailed explanation.

Q:  How will fractional shares be treated in the Distribution?

A:  The distribution agent will round up fractional shares of our Common Stock in connection with the Spin-Off to the nearest whole number of shares of Common Stock.  Accordingly, the Warrants will be treated the same way.  See "The Spin-Off-Treatment of Fractional Shares" for a more detailed explanation of the treatment of fractional shares.

Q:  What are the U.S. federal income tax consequences to me of the Distribution?

A:  For U.S. federal income tax purposes, the Distribution is not expected to qualify for tax free treatment. Accordingly, gain or loss may be recognized by, or be includible in the income of, a U.S. Holder (as defined in "Material U.S. Federal Income Tax Consequences of the Spin-Off") as a result of the Distribution.  In addition, the aggregate tax basis of the CCI common stock and our Common Stock and Warrants held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the CCI common stock held by the U.S. Holder immediately before the Distribution, allocated between the CCI common stock and our Common Stock and Warrants in proportion to their relative fair market values on the Distribution Date (subject to certain adjustments).  See "Material U.S. Federal Income Tax Consequences of the Spin-Off" for more information regarding the potential tax consequences to you of the Spin-Off.

Q:  Does the Company intend to pay cash dividends?

A:  Following the Spin-Off,United States, we do not anticipate payingintend to update any dividends on our Common Stock inof the foreseeable future. See "Dividend Policy" for more information

.

Q:  How will the Common Stock trade?forward-looking statements to conform these statements.

A:  Currently, there is no public market for our common stock.  We intend to list our common stock on the OTC-QB Market or better under the symbol "WYTC."  We expect that our common stock will begin trading on a trading day sometime after the Distribution Date, to be determined. We cannot predict the trading prices for our common stock when such trading begins.

Though carrier-offloading services are extremely significant,

-7-

-9-

-11-

RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider all of the information in this prospectus and each of the risks described below which we believe areas well as other information provided to you in this document, including information in the principal risks that we face. Somesection of the risks relate to our business, others to the Spin-Off. Some risks relate principally to the securities markets and ownership of our Common Stock.  The risks and uncertainties described below are not the only ones faced by us. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations.this document entitled “Information Regarding Forward Looking Statements.” If any of the following risks actually occur, ourthe Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company’s common stock could decline, and you may lose all or part of your investment.

Our business, financial condition or operating results and cash flows andcould be materially adversely affected by any of these risks. In such case, the trading price of our common stock could be materially adversely affected.decline, and our stockholders may lose all or part of their investment in our securities.

Risks RelatingRelated to Our Business and Marketplace

We may beIf we are unable to executerenew lease agreements for the locations where our identified business opportunities successfully.  Our business successequipment is dependent upon several factors, including but not limited to the following:

• Our ability to achieve market acceptance of our technology in the United States and overseas;

• Our ability to monetize our technology by effectively selling our internet access services through our WyQuote marketing system;

• Our ability to build Diamond Ring wireless transmission systems in numerous cities;

• Our ability to work effectively with building owners in securing rooftops to install and maintain our transmission equipment;

• Our ability to effectively manage the growth and expansion ofinstalled, our business operations without incurring excessive costs, high employee turnover or damage to customer relationships;

• Our ability to avoid excessive equipment failure or interruption of service which could adversely affect our reputation and our relations with our customers;

• Our ability to accurately predict and respond to the rapid technological changes in our industry and the evolving demands of the markets we serve;

• Our ability to configure our products and services to offer customers viable internet access (Wi-Fi) and related telecommunications solutions at a profit;

• Our ability to be price competitive in a market characterized by intense competition; and

• Our ability to raise additional capital or financing to fund our growth and to support our operations until we reach profitability, if we achieve profitability.

Our failure to adequately address any one or more of the above factors could have a significant adverse impact on our ability to execute our business plan.harmed. We constructed our first wireless network in Columbus, Ohio to include the installation of our millimeter wave equipment on selectiveselect rooftops and other structures (our Diamond Ring) pursuant to lease or license agreements designed to send and receive wireless signals necessary for the operation of ourthe network. WeWhile we have tested this network, we have not yet launched it for daily commercial operations and have not yet built any other networks, although we are currently doing several cellular enhancement installations, and are building a private LTE network for Bexar County, Texas. Nevertheless, we would typically seek five yearfive-year initial terms for our leases with three to five year renewal options. Such renewal options are generally exercisable at our discretion before the expiration of the current term. If these leases are terminated or if the owners of these structures are unwilling to continue to enter into leases or licenses with us in the future, or breach those agreements with us, we would be forced to seek alternative arrangements with other building owners or providers. If we are unable to continue to obtain, retain or renew such leases on satisfactory terms, our business would be harmed.

We have a history of operating losses and expect to continue incurring losses for the foreseeable future. Our current business was launched in 2011 and has incurred losses in each year of operation.  We recorded a net loss in 2012 and 2013, a net loss of $3,370,297 in 2014 and $1,999,070 in 2015, and

-12-

a net loss of $2,217,322 for the nine months ended September 30, 2016. We cannot anticipate when, if ever, our operations will become profitable. We expect to incur significant net losses as we invest in our technology, expand our markets and pursue our business strategy. We intend to invest significantly in our business before we expect cash flow from operations to be adequate to cover our operating expenses. If we are unable to execute our business strategy and grow our business, either as a result of the risks identified in this section or for any other reason, our business, prospects, financial condition and results of operations will be adversely affected.

We are selling telecommunications equipment and services that are relatively new in our portfolio, and the revenue model for them is uncertain. We do not have extensive experience in pricing and billing in-building cellular and private LTE services, nor have we yet deployed LPN-16 with our networks or charged anyone for its capabilities. There is no assurancea risk that Wytec'swe may not price and bill sufficiently for our products and services to earn a profit, especially in the early stages of our sale and installation of them. We may continue to incur operating losses even as our sales and revenue increase.

Our Link Program will be successful.was terminated, and we may have liability with respect to the remaining outstanding Links. Through January 2016, Wytec had been relying primarily on the sale of Links for revenueselling registered links and working capital.  Wytecrelated equipment and services (“Links”) through Wylink, Inc., our former wholly owned subsidiary which we dissolved in 2020. Wylink terminated the offer and sale of Links in January 2016, except for two sales in July 2016. SinceFrom June 2016 to December 2017, Wytec has been offeringoffered to buy back Links in consideration for the issuance of its Series B Preferred Stock and warrants at $3.00 per unit (i.e. one share of Series B Preferred Stock and one warrant exercisable at $1.50 per share until December 31, 2017)2018). Subsequently, in 2018 and 2019, Wytec made a new exchange offer for Links by offering shares of common stock and warrants for them. As of November 30, 2016,December 31, 2020, we had repurchased all but 39 outstanding Links except 70 that currently remain with third party owners.22 linkholders. Of the 39 outstanding Links held, 15 of the 39 links were activated with Wytec paying $500 per month for a period of 60 months thereby satisfying the link obligation according to the link agreement leaving a total of 24 links that have expired but were not activated.

The Company has recently shifted its focus to in-building cellular and private LTE services, respectively, and to its patented LPN-16 technology. Consequently, the Company does not plan to sell, lease, use or activate any additional Links. In fact, it plans to continue to try to repurchase both the remaining 24 inactivated and 15 activated links in order to strengthen the Company’s balance sheet by having holders exchange them for equity. We are generally retaining activated ("live") Linkswill offer link holders the opportunity to exchange such links based on a public offering price. We have recorded a current liability for “other payables” on our use that are repurchased by us, and letting pending Links lapsebalance sheet for the present.  The previous saleremaining outstanding Links of Links to third parties was not certain and selling costs were substantial.  Once Links were sold, Wytec incurs substantial costs to provide equipment and make related lease payments.$895,000. There is no assurance that Wytecthe Company will be able to realize alternative sourcesretire the rest of revenue and cash flow in the future,outstanding Links, or that the servicing of Linksit will not cause Wytec to incur operating deficits.  In the absence of Link sale revenue, Wytec may not have sufficient funds to execute its business plan, materially adversely affecting its financial condition, operating resultsclaims asserted by Linkholders against it for forced activations and business performance,lease renewals or causing it to cease operations.refunds.

There is no assurance that we will be able to sell our internet access services through our WyQuote system or otherwise.  Our revenue model in our business plan includes anticipated sales of our internet access services through a network of independent agents using the WyQuote online price quote system.  The WyQuote system was only recently developed by us and its effectiveness has only been tested.  There is no assurance that Wytec will be successful in selling and earning revenue from its 4G and eventually 5G internet access service offerings, or any other service or product.  The availability of our service as primary access to the internet is currently limited to markets in which we have built a "diamond ring" transmission network.  In all other markets, we would be selling service provided by the infrastructure of other carriers, which may be less profitable for us.  Furthermore, customers for our internet access services generally must install special equipment, increasing the cost of our services and rendering it more challenging for us to be cost competitive.

Our success depends in part on the results of current and planned tests of our proprietary LPN-16 technology. Testing thus far has included environmental and radio frequency interference testing with our manufacturer and multiple speed tests utilizing an integrated 2.4GHz and 5GHz Qualcomm 802.11ac chipset which we completed in December of 2014. Additional tests will include proof of concept testing for network load balancing, public safety Band 14 and mobile network operator mobile data offloading, and WiFi and backhaul network testing. While we expect future tests of our LPN-16 to go well since preliminary testing of the technology in San Antonio, Texas was positive, the LPN-16 may not work as we have currently designed and constructed it, causing us material delays and harm. If the LPN-16 fails the upcoming tests or the tests are materially delayed, it could have a material adverse impact on our financial condition, operating results, and business performance. The timing of the commencement of the launch of the LPN-16 product line is currently uncertain, and may be delayed until we have more capital to fund it. There is no assurance that our LPN-16 or any other proprietary technology that we develop will be successful, will work as planned, or can be commercialized or monetized profitably.

We must adapt quicklyIf the comprehensive testing of the efficacy of the LPN-16 to changes in technologybe conducted by Southwest Research Institute does not yield favorable results, the execution of our business plan could be delayed or otherwise adversely effected. Telecommunications technology is a rapidly evolving technology.  We must keep abreastare planning to conduct comprehensive trials in the near future with Southwest Research Institute (“SwRI”) to test the efficacy of this technological evolution.  To do so,the LPN-16, and while we must continually improve the performance, features and reliability of our equipmentexpect good results with respect to transmission speed, capacity, latency, clarity, and related products.  If we fail to maintain a competitive level of technological expertise, then weperformance parameters, there is no assurance that the actual results will not be ableless than expected. There is no assurance as to competethe date on which the trials will be conducted and completed. The trials with satisfactory results are a necessary predicate to commercializing and deploying our LPN-16 small cell technology. There is no assurance as to the performance results that will be experienced in the upcoming trials. If the results are not satisfactory, we will be delayed in the execution of our market.business plan, our costs will rise as we make necessary adjustments to the prototypes, and our anticipated revenue will be reduced or delayed.

Our revenues are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers. Two customers (i.e., Laredo ISD and SwRI) generated approximately 92% of our revenue in the year ended December 31, 2020, and Laredo ISD generated approximately 70% of our revenue during the nine months ended September 30, 2021. Although we have preferred vendor status with the CTPA of which Laredo is a member, along with approximately 150 other school districts in Texas, the high concentration of revenue from a limited number of customers creates a risk that our revenue may decrease substantially if we were to lose any significant customer. We cannot assure you that our current main customers will continue to purchase our products and services in the future.

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

-13-

We may not be able to withstand fluctuations in our industry because our business is not diverse.  We have limited financial resources, so it is unlikely that we will be able to diversify our operations.  Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within a particular industry and therefore increase the risks associated with our operations.

Our ability to protect our intellectual property is uncertain. We assigned our five Patentspatents to our former subsidiary, Wytec, LLC, which was then managed and 50% owned by General Patent Corporation. General Patent Corporation ("GPC"(“GPC”), the oldest patent enforcement firm in the United States, represents clients on patent enforcement rights and licensing transactions on a contingency basis. GPC was the manager of Wytec, LLC until recently,2017, when it assigned all of its rights in Wytec, LLC back to us. After extensive research and analysis, GPC elected not to assert infringement claims for the Patentspatents on behalf of us and itself through Wytec, LLC. There is no assurance that these Patents are enforceable. WeAll five previous patents prior to 2017 have expired. In 2017, we re-acquired the 50% of Wytec, LLC that we dodid not already own, and became the manager of it. In 2014, we filed a new provisional patent application for our proprietary LPN-16 data transmission technology, andtechnology. On October 31, 2017, we may applyreceived our first patent on the LPN-16 (patent number 9,807,032). In December of 2020, Wytec was granted a second patent (patent number 10868775 B2), for our additional claims to our original 2017 patent. Although we have applied for additional patents and may do so in the future.  We cannot assurefuture, there is no assurance that these applicationsthis patent or any other patent that may be granted to us, if any, in the future will be approved or that any other person will not challenge the Patents or future patents we obtain, if any, or attempt to infringe upon our proprietary rights.enforceable. We will have limited resources to fight any infringements on our proprietary rights and if we are unable to protect our proprietary rights or if such rights infringe on the rights of others, our business would be materially adversely affected. The current manufacturer of our LPN-16 owns the intellectual property rights to certain software used in the device, for which our license is only exclusive for the first three years of sales, after which it is nonexclusive in perpetuity. This arrangement may enable our competitors to more readily enter the market more readily for this type of equipment.

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

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

We cannot assure that we will achieve profitability. We cannot assure that we will be able to operate profitably in the future. Profitability, if any, will depend in part upon our ability to successfully develop and market our proprietary telecommunications technology, and other products and services. We may not be able to successfully transition from our current stage of business to a stabilized operation having sufficient revenues to cover expenses. While attempting to make this transition, we will be subject to all the risks inherent in a small business, including the need to adequately service and expand our customer base and to maintain and enhance our current services.  Our Link Program may not achieve profitability for a number of reasons, including without limitation insufficient funds to obtain or have access to registered Links, or to install equipment, or to activate the Links, or to sell Link capacity.  Our Link Program with individual customers purchasing Links and leasing a portion of their capacity to us may cause operating deficits because sale, installation and activation costs may exceed revenue, if any, from those Links.  Our future profitability will be affected by all the risk factors described in this prospectus and inherent in our business.

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

-14-

We may incur additional indebtedness.We cannot assure that we will not incur additional debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business.

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

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

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

We may face litigation in the future. We may be involved in litigation in the future. The adverse resolution of such litigation to us could impair our ability to continue in business if judgment holders were to seek to liquidate our business through levy and execution. We may incur substantial legal fees and costs in connection with future litigation, if any. If we fail in our defense to future actions, if any, or become subject to a levy and execution on our assets and business, we could be forced to liquidate or to file for bankruptcy and be unable to continue in our business. There is also a risk that we could face litigation and regulatory claims that could have a material adverse affecteffect on our financial condition, operating results, and business.

We may not have adequate funds to implement our business plan. We currently have limited capital available to us. AlthoughWhile we anticipate securingthat the proceeds of the offering will allow us to continue our operations for at least 12 months thereafter, we may be required to secure additional funding from the issuance of additional securities, we cannot assure that we will secure all or any of the funding we anticipate. If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations and business performance would be materially adversely affected. We cannot assure that we will have adequate capital or financing to conduct our business or to grow.

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

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

The consideration being paid to management has not been determined at arm's-length.  The common stock and cash consideration being paid by us to our management have not been determined based on arm's-length negotiation.  We may grant stock options and other equity incentives to our executive

-15-

officers and directors, which may further dilute our shareholders' ownership of us.  While management believes that the consideration is fair for the work being performed, there is no assurance that the consideration to management reflects the true market value of its services.

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

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

In addition to an adverse impact on demand for the Company’s products, uncertainty about, or a majority of our voting capital stock will continuedecline in, global or regional economic conditions could have a significant impact on the Company’s suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners. Potential effects include financial instability; inability to be owned by our chief executive officer.  Our chief executive officer is the holder of all 1,000 outstanding shares of our Series C Preferred Stock, by virtue of which he beneficially owns 51% of our outstanding voting capital stock.  As a result of such stock ownership, our principal shareholder is ableobtain credit to control the electionfinance operations and purchases of the members of our board of directors,Company’s products; and generally exercise control over our affairs.  Such concentration of voting powerinsolvency.

A downturn in the economic environment could also havelead to increased credit and collectability risk on the effectCompany’s trade receivables; the failure of delaying, deterring or preventingderivative counterparties and other financial institutions; limitations on the Company’s liquidity, which is currently minimal; and declines in the fair value of the Company’s financial instruments. These and other economic factors could materially adversely affect the Company’s business, results of operations, financial condition and growth.

The Company’s ability to compete successfully depends heavily on its ability to ensure a change in controlcontinuing and timely introduction of us that might otherwise be beneficial to stockholders.  We cannot assure that conflicts of interest will not arise with respect to such matters or that such conflicts will be resolved in a manner favorableinnovative new products, services and technologies to the Company. marketplace.

Risks Relating to the Spin-Off

The Spin-OffCompany could resultbe subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities. The Company is subject to taxes in the U.S. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company’s effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax liabilitylaws or their interpretation. The Company is also subject to CCIthe examination of its tax returns and its stockholders. The Distribution is not expected to qualify for non-recognition of gain and loss to CCI or its stockholders for federal income tax purposes.  This conclusion does not address any U.S. state or local or foreign tax consequences of the Spin-Off, which could result in other tax liabilities. We will not have a tax opinion of counsel on this matter.  Even if we had such an opinion,matters by the opinion would not be binding on theU.S. Internal Revenue Service ("IRS") orand other tax authorities and governmental bodies. The Company regularly assesses the courts.  In this case, each CCI shareholder who receives our Common Stock and Warrantslikelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for taxes. There can be no assurance as to the outcome of these examinations. 

Delays in the Spin-Off would generally be treated as receiving a distribution in an amount equalcommencement of scheduled installations due to the fair market value ofongoing COVID-19 pandemic may have a material adverse effect on our Common Stock and Warrants received, which could result in (i) a taxable dividend to the CCI shareholders to the extent of that CCI shareholder's pro rata share of CCI's current and accumulated earnings and profits (of which there are none, so no dividend is expected); (ii) a reductionbusiness. Wytec expects delays in the CCI shareholder's basis (butcommencement of its next installation with the Laredo, Texas school district because district staff has not below zero) in CCI common stockbeen consistently available to coordinate the extent the amount received exceeds the stockholder's share of CCI's earnings and profits; and (iii) a taxable gain to the extent the amount received exceeds the suminstallation of the CCI shareholder's share of CCI's earnings and profits and its basis in its CCI common stock.  CCI has no accumulated or current earnings and profits, which may mitigate the tax liability, if any, to the CCI shareholders. CCI would recognize gain in an amount up to the fair market value of our Common Stock and Warrants held by it immediately before the Spin-Off, likely offset by its net operating loss carry forward.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.  We believe that, as an independent publicly-traded company, we will be able to, among other things, better focus our financial and operational resources on our specific business, implement and maintain a capital structure designed to meet our specific needs, design and implement corporate strategies and policies that are targeted to our business, more effectively respond to industry dynamics and create effective incentives for our management and employees that are more closely tied to our business performance.  There is no assurance that we will be granted a public trading symbol by FINRA to enable us to be publicly traded as an independent company after the Spin-Off.  Furthermore, by separating from CCI, we may be more susceptible to market fluctuations and have less leverage with suppliers, and we may experience other adverse events.  In addition, we may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, ifCompany’s equipment at all.  The completion of the Spin-Off will also require significant amounts of our management's time and effort, which may divert management's attention from operating and growing our business.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent publicly-traded company, and we may experience increased costs after the Spin-Off.   CCI provided us with various corporate services until July 31, 2016, when on August 1, 2016, we commenced performing those services ourselves and directly incurring the payroll and other costs associated with them.  Following the Spin-Off, CCI will have no obligation to provide us with assistance other than the transition services described under "Certain Relationships and Related Party Transactions-Agreements with

-16-

CCI."  These services do not include every service that we have received from CCI in the past, and CCI is only obligated to provide these services for limited periods from the date of the Spin-Off.  Accordingly, following the Spin-Off, we will need to provide internally or obtain from unaffiliated third parties the remaining services we currently receive from CCI.  We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from CCI.  We may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently or may incur additional costs.  If we fail to obtain the services necessary to operate effectively or if we incur greater costs in obtaining these services, our business, financial condition and results of operations may be adversely affected.

We have no operating history as an independent publicly-traded company, and our historical financial information is not necessarily representative of the results we would have achieved as an independent publicly-traded company and may not be a reliable indicator of our future results.  We derived the historical financial information included in this prospectus from CCI's consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position we would have achieved as an independent publicly-traded company during the periods presented or those that we will achieve in the future.  This is primarily because of the following factors:

• Prior to the Spin-Off, we operated as part of CCI's broader corporate organization, and CCI performed various corporate functions for us. Our historical financial information reflects allocations of corporate expenses from CCI for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent publicly-traded company.  We will enter into transactions with CCI that did not exist prior to the Spin-Off or modify our existing agreements with CCI, such as CCI's provision of transition services, which will cause us to incur new costs.

• Our historical financial information does not reflect changes that we expect to experience in the futuretheir schools as a result of our separation from CCI, including changesthe COVID-19 pandemic. The Company also expects that as state actions in our cost structure, personnel needs, tax structure, financing andresponse to COVID-19 continue to disrupt commerce at all levels of industry, the Company will experience delays in its supply chain. Although the Company is taking measures to mitigate the effect of COVID-19 on the Company’s business operations. As part of CCI, we enjoyed certain benefits from CCI's operating diversity, and we will lose these benefits afteras much as possible, the Spin-Off. As an independent entity, we may beCompany is unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets on terms as favorable to us as those we obtained as part of CCI prior topredict the Spin-Off.

• After the Spin-Off, Wytec and CCI will be parties to a revolving loan agreement pursuant to which Wytec has agreed (subject to its approval of each draw which it may withhold in its sole discretion), to lend up to $800,000 to CCI from time to time to enable CCI to pay its operating costs until it has adequate working capital.  This agreement reflects management's belief that Wytec will more readily raise capital than CCI.

• Following the Spin-Off, we will also be responsible for the additional costs associated with being an independent publicly-traded company, including costs related to corporate governance, investor and public relations and public reporting.  In addition, certain costs incurred by CCI, including executive oversight, accounting, treasury, tax, legal, human resources, occupancy, procurement, information technology and other shared services, have historically been allocated to us by CCI, except for certain services assumed by us directly commencing on August 1, 2016.  These allocations may not reflect the future level of these costs to us as we begin to provide these additional services ourselves.  Therefore, our historical financial statements may not be indicative of our future performance as an independent publicly-traded company.  We cannot assure you that our operating results will continue at a similar level when we are an independent publicly-traded company.  For additional information about our past financial performance and the basis of presentation of our financial statements, see "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and the notes thereto included elsewhere in this prospectus.

We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms. From time to time we may need to access the capital markets to obtain financing.  Although we believe that the sources of capital in place at the timeoverall impact of the Spin-Off will permit uspandemic on the Company at this time.

Risks Related to finance our operations for the foreseeable future on acceptable terms and conditions, we have not previously accessed the capital markets as an independent public company.  Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including our financial performance, our absence of credit ratings, the liquidity of the overall capital markets and the state of the economy.  We cannot assure you that we will have access to the capital markets at the times and in the amounts needed or on terms acceptable to us.

-17-

Risks Relating to our Common Stock and the Securities Marketthis Offering

No market for the Common Stock currently exists, and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off, our stock price may fluctuate significantly. There is currently no publictrading market for our common stock.stock and we cannot ensure that one will ever develop or be sustained. There is no current market for any of our shares of common stock and a market may not develop. We intend to apply to list our common stock on the OTC-QBNasdaq Capital Market and intend to list our common stock on the Nasdaq Capital Market if we raise sufficient capital in this offering, but there is no guarantee that we will be able to do so. If we are not successful in listing our shares of common stock on the Nasdaq Capital Market, our common stock may be traded on an over-the-counter market to the extent any demand exists. Even if listed on the Nasdaq Capital Market, a liquid trading market may not develop. Investors should assume that they may not be able to liquidate their investment for some time or better.  Nobe able to pledge their shares as collateral.

If we successfully list on Nasdaq Capital Market, our shares are likely to be thinly traded for some time and an active market may never develop. If we successfully list on the Nasdaq Capital Market, it is likely that initially there will be a very limited trading market for our common stock and we cannot ensure that a robust trading market will ever develop or be sustained. Our shares of common stock may be thinly traded, and the price, if traded, may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock in the future. The market liquidity will be dependent on the perception of our business, competitive forces, growth rate and becoming cash flow profitable on a sustainable basis, among other things. We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, road shows, and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate financial public relations firms with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to the performance of our company due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, is expected before or on the Distribution Date.  Thecombination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low priced shares of common stock is expected to commenceas collateral for any loans.

Our stock price may fluctuate significantly, and you could lose all or part of your investment. The trading price of our common stock following this offering may fluctuate substantially and may be higher or lower than the initial public offering price. This may be especially true for companies with a small public float. The trading when FINRA approvesprice of our trading symbol application (ofcommon stock following this offering will depend on several factors, including those described in this “Risk Factors” section, many of which there is no assurance), which we will file on or about the Record Date.  An active trading market for the Common Stock may not, however, develop as a result of the Spin-Off orare beyond our control and may not be sustainedrelated to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid in this offering. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:

These and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies.

If our shares become subject to the penny stock rules, it would become more difficult to trade our shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on the Nasdaq Capital Market or if the price of our common stock falls below $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements would likely have the effect of reducing the trading activity in the future.secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, Inc. (“FINRA”), has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. The lack of an active marketFINRA requirements may make it more difficult for stockholdersbroker-dealers to sell our shares and could lead to our share price and trading volume being depressed or volatile.  We cannot predict the prices at whichrecommend that their customers buy our common stock, may trade after the Spin-Off. The market price of the common stock may fluctuate widely and decline, depending on many factors, some of which may be beyond our control, including:

• actual or anticipated fluctuations in our operating results due to factors related to our businesses;

• success or failure of our business strategies;

• our quarterly or annual earnings or those of other companies in our industries;

• our ability to obtain financing as needed;

• announcements by us or our competitors of significant acquisitions or dispositions;

• changes in accounting standards, policies, guidance, interpretations or principles;

• the failure of securities analysts to cover the Common Stock after the Spin-Off;

• changes in earnings estimates by securities analysts or our ability to meet those estimates;

• the operating and stock price performance of other comparable companies;

• investor perception of our company and the internet infrastructure industry;

• overall market fluctuations;

• results from any material litigation or government investigation;

• changes in laws and regulations (including tax laws and regulations) affecting our business;

• changes in capital gains taxes and taxes on dividends affecting stockholders; and

• general economic conditions and other external factors.

Furthermore, our business profile and market capitalization may not fit the investment objectives of some CCI stockholders and, as a result, these CCI stockholders may sell their shares of our Common Stock after the Spin-Off.  See "Risk Factors-Substantial sales of the Common Stock may occur in connection with the Spin-Off, which could cause our stock price to decline."  Low trading volume for the Common Stock, which may occur if an active trading market does not develop, among other reasons, would amplifyhave the effect of reducing the above factors onlevel of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, price volatility.  Stock markets in general have experienced volatility that has often been unrelatedreducing a stockholder’s ability to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of the Common Stock.

Substantial sales of the Common Stock may occur in connection with the Spin-Off, which could cause our stock price to decline.  CCI stockholders receivingresell shares, of Common Stock in the Spin-Off generally may sell those shares immediately in the public market, if and when a public market for our securities is established. Although we have no actual knowledge of any plan or intention of any significant stockholder to sell our Common Stock following the Spin-Off, it is likely that some CCI stockholders, possibly including some of its larger stockholders, will sell their shares received in the Spin-Off for reasons such as our business profile or market capitalizationwell as an independent company, or because we do not fit their investment objectives, or, in the case of index funds, we are not a participant in the index in which they are investing. The sales of significant amounts of the Common Stock or the perception in the market that this will occur may decrease the market priceoverall liquidity, of our common stock.

-18-

The exercise price of the Warrants may be adjusted higher in the future, depending on the public trading price of our Common Stock after the Distribution.  Accordingly, on July 30, 2017, the exercise price of the Warrants may be adjusted to be the greater of (i) $5.00 per share, or (ii) 85% of the average closing price of the Company's common stock quoted on the public securities trading market on which the Company's common stock is then trading with the highest trading volume, during the five (5) consecutive trading days immediately preceding July 30, 2017. If our common stock is not publicly traded by July 30, 2017, then the exercise price will remain at $5.00 per share.

The concentration of our capital voting stock ownership may limit our stockholders'stockholders’ ability to influence corporate matters and may involve other risks. William H. Gray, theour chief executive officer, of both CCI and us, is currently the beneficial owner of an aggregate (not subject to dilution) of approximately 51% of CCI's and Wytec'sWytec’s outstanding voting power. Upon completionPrior to this offering, Mr. Gray will exchange his Series C Preferred shares for common stock representing approximately 15% of the Spin-Off, William H. Gray will continue to hold the sameCompany’s voting power. This percentage of outstanding voting power of CCI and Wytec.ownership could give him significant control over matters requiring a shareholder vote.

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

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

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

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

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

SomeFuture sales of the statements in this prospectus and in the documents incorporated hereinshares by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our ability to control or predict and that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act.  In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology.

-19-

The following factors, among others,existing stockholders could cause our andstock price to decline. If our industry's future resultsexisting stockholders sell, or indicate an intent to differ materially from historical results or those anticipated:

• adverse economic conditions;

• potential fluctuation in quarterly results;

• volatility or decline of our stock price;

• the possibility we may be unable to manage our growth;

• extensive competition;

• loss of members of our senior management;

• regulatory interpretations and changes;

• our failure to earn revenues or profits;

• inadequate capital and barriers to raising capital or to obtaining the financing needed to implement our business plans;

• changes in demand for our products and services;

• rapid and significant changes in technology and markets;

• litigation with or legal claims and allegations by outside parties; and

• insufficient revenues to cover operating costs.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

You should read these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus.  If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

THE SPIN-OFF

Background

On November 17, 2016, CCI announced plans for the complete legal and structural separation of the Company from CCI. CCI will distribute all of its equity interest in us, consisting of approximately 81% of all of the outstanding sharessell, substantial amounts of our common stock and approximately 24% of our outstanding warrants (including the Warrants held by CCI and the other Wytec warrants owned by holders other than CCI), to CCI's stockholders on a pro rata basis.  Following the Spin-Off, CCI will not own any equity interest in us, and we will operate independently from CCI.  CCI's common stockholders will not have any appraisal rights in connection with the Spin-Off.

The Spin-Off is subject to the satisfaction, or the CCI board of directors' waiver, of a number of conditions. In addition, CCI has the right not to complete the Spin-Off if, at any time, the CCI board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of CCI or its stockholders or is otherwise not advisable. For a more detailed description, see "The Spin-Off-Conditions to the Spin-Off."

-20-

Reasons for the Spin-Off

The CCI board of directors considered the following potential benefits in deciding to pursue the Spin-Off:

• We believe the Spin-Off will enhance the ability of CCI and the Company to focus on their respective strategies.

• Our near-term goals for our business include raising sufficient capital to build more "diamond ring" wireless transmission networks, commercializing our LPN-16 technology, and executing and sustaining a robust launch of our WyQuote internet Wi-Fi marketing, sales and provisioning system. Achieving these goals will require offerings of securities by us and may  require acquisitions or mergers funded, in part, with outside capital and strategic alliances.  Our business will be separate and distinct from CCI's business and, accordingly, we believe that pursuing such growth and capital funding opportunities will be greatly facilitated with a capital structure that is tailored for the Company's needs, separate from those of CCI.

• The Spin-Off is expected to establish the Company as an independent publicly traded corporation, which we believe will meaningfully enhance its industrypublic market perception, thereby providing greater growth opportunities for us than our consolidated operation as a division of CCI.

When and How You Will Receive Company Shares

CCI will distribute to its stockholders, as a pro rata distribution, approximately 0.0026 shares of our Common Stock for every share of CCI common stock outstanding as of ____________, 2017, the Record Date of the Distribution, and two Warrants for every share of Common Stock distributed to CCI's stockholders. The distribution ratio may change slightly to the extent of changes in the outstanding CCI shares on the Record Date, and the effect of rounding up all fractional shares. The number of shares of Common Stock (i.e., 865,552) and the number of Warrants (i.e. 1,731,104) will not change.

Prior to the Spin-Off, CCI will deliver all of the issued and outstanding shares of the Common Stock and Warrants owned by it to the distribution agent. Island Stock Transfer, Inc., the transfer agent for CCI, will serve as the distribution agent for the Distribution and as transfer agent and registrar for our Common Stock and Warrants.

If you own CCI common stock as of the close of business on _____________, 2017, the shares of our Common Stock and Warrants that you are entitled to receive in the Distribution will be issued to your account as follows:

Registered stockholders. If you own your shares of CCI common stock directly through CCI's transfer agent, Island Stock Transfer, Inc., you are a registered stockholder. In this case, the distribution agent will credit the whole shares of our Common Stock  and Warrants you receive in the Distribution by way of direct registration in book-entry form to a new account with our transfer agent. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to stockholders, as is the case in the Distribution. You will be able to access information regarding your book-entry account holding our shares at Island Stock Transfer, Inc. Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our Common Stocksix month contractual lock-up and Warrants that have been registeredother legal restrictions on resale discussed in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our Common Stock and Warrants and mail statements of holding to all registered stockholders.

"Street name" or beneficial stockholders. Most CCI stockholders own their shares of CCI common stock beneficially through a bank, broker or other nominee. In these cases, the bank, broker or other nominee holds the shares in "street name" and records your ownership on its books.  If you own your shares of CCI common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock and Warrants that you receive in the Distribution on or shortly after the Distribution Date. We encourage you to communicate with your bank, broker or other nominee if you have any questions concerning the mechanics of having shares held in "street name."

-21-

If you sell any of your shares of CCI common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our Common Stock and Warrants to be distributed in respect of the CCI shares you sold. See "The Spin-Off-Trading Prior to the Distribution Date" for more information.

We are not asking CCI stockholders to take any action in connection with the Spin-Off.  The approval of the holders of CCI common stock to the Spin-Off was accomplished by the written consent of the holders of a majority of the outstanding voting shares of CCI on October 26, 2016.  An Information Statement on Schedule 14C has accordingly been filed with the SEC.  We are not asking you for a proxy and request that you not send us a proxy.  We are also not asking you to make any payment or surrender or exchange any of your shares of CCI common stock for shares of our Common Stock.  The number of outstanding shares of CCI common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, you will receive approximately 0.0026 shares of our Common Stock for every share of CCI common stock you hold on the Record Date, and two Warrants for every share of our Common Stock distributed to you on the Distribution Date.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our Common Stock in connection with the Spin-Off. Instead, the distribution agent will round up fractional shares of our Common Stock to the nearest whole number of shares of Common Stock. 

Results of the Spin-Off

After the Spin-Off, we expect to be an independent publicly-traded company.  Immediately following the Spin-Off, we expect to have approximately 1,301 holders of shares of our Common Stock, approximately 1,320 holders of all of our outstanding common stock, and approximately 1,069,884 shares of our total common stock outstanding, based on the number of shares of Wytec common stock outstanding on November 30, 2016. The total number of shares of Wytec common stock outstanding after the Spin-Off would change if more outstanding Wytec warrants are exercised or Wytec preferred stock is converted into Wytec common stock before the distribution date. The number of shares of Common Stock and Warrants that CCI will distribute in the Spin-Off will not change.  The Spin-Off will not affect the number of outstanding shares of CCI common stock or any rights of CCI stockholders, although we expect the trading price of shares of CCI common stock immediately following the Distribution to be lower than immediately prior to the Distribution because the trading price of CCI common stock will no longer reflect the value of the Company.  Furthermore, until the market has fully analyzed the value of CCI without the Company, the trading price of shares of CCI common stock may fluctuate.

Before our separation from CCI, we have or intend to enter into a separation agreement and possibly other agreements with CCI related to the Spin-Off.  These agreements will govern the relationship between us and CCI up to and after completion of the Spin-Off, and allocate between us and CCI various assets, liabilities, rights and obligations, including employee benefits, intellectual property and tax-related assets and liabilities. We describe these arrangements in greater detail under "Certain Relationships and Related Party Transactions-Agreements with CCI."

Listing and Trading of the Common Stock

As of the date of this prospectus we are a majority-owned subsidiary of CCI.  Accordingly, no public market for our common stock currently exists.  We intend to list our common stock onlapse, the OTC-QB Market or better under the symbol "WYTC."  Following the Spin-Off, CCI common stock will continue to trade on the OTC-Pink Sheets Market under the symbol "CCOP."

Neither we nor CCI can assure you as to the trading price of CCI common stock or our common stock after the Spin-Off, or as to whether the combined trading prices of our common stock and the CCI common stock after the Spin-Off will be less than, equal to or greater than the trading prices of CCI common stock prior to the Spin-Off.  The trading price of our common stock may fluctuatecould decline significantly followingand could decline below the Spin-Off. See "Risk Factors-Risks Relating to Our Common Stock and the Securities Market" for more detail.

-22-

Theinitial public offering price. Based on shares of our Common Stock distributed to CCI stockholders will be freely transferable, including shares received by individuals who are our affiliates.  Individuals who may be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes.  These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates will be permitted to sell their shares of our Common Stock only pursuant to an effective registration statement under the Securities Act, or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(1) or Rule 144 of the Securities Act.

Trading Prior to the Distribution Date

We anticipate that, as early as two trading days prior to the Record Date and continuing up to and including the Distribution Date, there will be two markets in CCI common stock: a "regular-way" market and an "ex-distribution" market. Shares of CCI common stock that trade on the regular-way market will trade with an entitlement to receive shares of our Common Stock and Warrants in the Distribution. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of the Common Stock or Warrants in the Distribution.  Therefore, if you sell shares of CCI common stock in the regular-way market up to and including the Distribution Date, you will be selling your right to receive shares of our Common Stock and Warrants in the Distribution.  However, if you own shares of CCI common stock at the close of business on the Record Date and sell those shares on the ex-distribution market up to and including the Distribution Date, you will still receive the shares of our Common Stock that you would otherwise be entitled to receive in the Distribution. Following the Distribution Date on a date to be determined, we expect shares of our common stock to be listed on the OTC-QB Market or better under the trading symbol "WYTC."

Conditions to the Spin-Off

We expect that the separation will be effective on the Distribution Date, provided that the following conditions are satisfied or waived by CCI:

• the CCI board of directors shall have authorized and approved the Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our Common Stock and Warrants to CCI stockholders;

• the separation agreement and the ancillary agreements contemplated by the separation agreement shall have been executed by each party to those agreements;

• the SEC shall have declared effective our Registration Statement on Form S-1, of which this prospectus is a part, under the Securities Act, and no stop order suspending the effectiveness of our Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of CCI shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the CCI Board, would result in the Spin-Off having a material adverse effect on CCI or its stockholders; and

• prior to the Distribution Date, this prospectus shall have been mailed to the holders of CCI common stock as of the Record Date;.

Reasons for Furnishing this Prospectus

We are furnishing this prospectus solely to provide information to CCI's stockholders who will receive shares of our Common Stock and Warrants in the Distribution. You should not construe this prospectus as an inducement or encouragement to buy, hold or sell any of our securities or any securities of CCI.  We believe that the information contained in this prospectus is accurate as of the date set forth on the cover.  Changes to the information contained in this prospectus

-23-

may occur after that date, and neither we nor CCI undertakes any obligation to update the information except in the normal course of our and CCI's public disclosure obligations and practices and except as required by applicable law.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPIN-OFF

Consequences to U.S. Holders of CCI Common Stock

The following is a summary of the material U.S. federal income tax consequences to holders of CCI common stock in connection with the Distribution. This summary is based on the Code, the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and availableoutstanding as of the date of this prospectus, and allupon the completion of whichthis offering, we will have [          ] outstanding shares of common stock. Of these shares, assuming no shares are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences describedpurchased in this sectionoffering by our existing stockholders, [          ] shares of the prospectus.

This summary is limited to holders of CCI common stock, that are U.S. Holders, as defined immediately below, that hold their CCI common stock as a capital asset. A "U.S. Holder" is a beneficial owner of CCI common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States orplus any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or, in the case of a trust that was treated as a domestic trust under law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

• This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons who acquired CCI common stockshares sold pursuant to the exercise of employee stock options or otherwiseunderwriters’ option to purchase additional shares, will be immediately freely tradable, without restriction, in the public market.

  After the 360 day lock-up agreements pertaining to this offering expire, as compensation;

• stockholders who own, or are deemed to own, 10% or more, by voting power or value, of CCI equity;

• stockholders owning CCI common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

• certain former citizens or long-term residents of the United States;

• stockholders who are subject to the alternative minimum tax; or

• persons who own CCI common stock through partnerships or other pass-through entities.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds CCI common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its tax consequences.

-24-

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION.

General

Subject to the qualifications and limitations set forth herein, management of the Company believes that for U.S. federal income tax purposes:

• gain or losscase may be, recognized by, or be includible in the incomeand based on shares outstanding as of a U.S. Holder as a result of the Distribution;

• the aggregate tax basis of the CCI common stock, Common Stock, and Warrants held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the CCI common stock held by the U.S. Holder immediately before the Distribution, allocated between the CCI common stock and our Common Stock and Warrants in proportion to their relative fair market values on the date of the Distribution; and

• prospectus, an additional [              ] shares will be eligible for sale in the holding periodpublic market. If our existing stockholders sell substantial amounts of our Common Stock and Warrants received by each U.S. Holder will include the holding period of their CCI common stock providedin the public market, or if the public perceives that such CCIsales could occur, this could have an adverse impact on the market price of our common stock, even if there is heldno relationship between such sales and the performance of our business.

  Because our offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution. If you purchase common stock in this offering, you will pay more for your common stock than the amount paid by our existing stockholders for their common stock on a per share basis. As a result, you will experience immediate and substantial dilution of $[          ] per share, representing the difference between the assumed initial public offering price of $[          ] per share, and our net tangible book value per share as of September 30, 2021, after giving effect to the net proceeds to us from this offering. In addition, you may experience further dilution to the extent that our shares are issued upon the exercise of any share options. See “Dilution” for a capital asset onmore complete description of how the datevalue of your investment in our common stock will be diluted upon completion of this offering.

  We will have broad discretion in how we use the net proceeds of this offering. We may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline. We will have considerable discretion in the application of the Distribution.

U.S. Holders that have acquired different blocksnet proceeds of CCI common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our Common Stock distributed with respect to such blocks of CCI common stock.

The conclusions do not address any U.S. state or local or foreign tax consequences of the Spin-Off. The conclusions  assume that the Spin-Off will be completed according to the terms of the separation agreement and rely on the facts as stated in the separation agreement, this prospectus and a number of other documents. In addition, the conclusions are based on certain representations as to factual matters from, and certain covenants by, CCI and us. The conclusions cannot be relied on ifoffering, including for any of the assumptions, representations or covenants are incorrect, incomplete or inaccurate or are violated in any material respect.

The conclusions are not binding on the IRS or the courts, and we cannot assure you that the IRS or a court will not take a contrary position.

The Distribution is not expected to qualify for non-recognition of gain and loss, and therefore U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our Common Stock and Warrantspurposes described in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market valuesection entitled “Use of our Common Stock and Warrants received, which would generally result in:

• a taxable dividend to the U.S. Holder to the extent of that U.S. Holder's pro rata share of CCI's current and accumulated earnings and profits (which is zero, since CCI has no current or accumulated earnings and profits);

• a reduction in the U.S. Holder's basis (but not below zero) in CCI common stock to the extent the amount received exceeds the stockholder's share of CCI's earnings and profits; and

•  a taxable gain to the extent the amount received exceeds the sum of the U.S. Holder's share of CCI's earnings and profits and the U.S. Holder's basis in its CCI common stock.

Backup Withholding and Information Statement

Treasury Regulations require each CCI stockholder who, immediately before the Distribution, owns 5% or more (by vote or value) of the total outstanding stock of CCI, to attach to such stockholder's U.S. federal income tax return for the year in which the Distribution occurs a statement setting forth certain information related to the Distribution.

-25-

We believe the net proceeds we may receive pursuant to cash exercises of the Warrants will be sufficient to fund our operations for approximately one year, assuming all Warrants are exercised for cash and the proceeds are applied as outlined in the table.  Revenues, if any, will extend the period over which the net proceeds from the exercise of Warrants will sustain our operations.Proceeds.” We intend to use the net proceeds from cash exercisesthis offering for expansion of the Warrantsbusiness as well as for working capital, capital expenditures and when received and accepted.  Our boardother general corporate purposes, including funding the costs of directors reserves the right to reallocateoperating as a public company. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the net proceeds if, in its judgment, such reallocation will best serve our needs in meeting changes, developments and unforeseen delays and difficulties.  Pendingof this offering. We may use the net proceeds willfor purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

After the completion of this offering, we may be investedat an increased risk of securities class action litigation. Historically, securities class action litigation has often been brought against a company following a decline in certificatesthe market price of deposit, treasury bills,its securities. If we were to be sued, it could result in substantial costs and similar short term, liquid investments with substantial safetya diversion of principal.management’s attention and resources, which could harm our business.

DETERMINATION OF OFFERING PRICE

No consideration willWe have identified material weaknesses in our internal control over financial reporting, and our business and stock price may be paidadversely affected if we do not adequately address those weaknesses or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting. We have identified and are now taking steps to correct material weaknesses in our internal control over financial reporting. In particular, we concluded that our internal control over financial reporting was not effective as of December 31, 2020 for the sharesfollowing reasons:

The existence of Common Stockone or more material weaknesses or significant deficiencies could result in errors in our financial statements, and Warrants distributedsubstantial costs and resources may be required to rectify any internal control deficiencies. As part of our internal review prior to submitting our financial statements for the three-month period ended March 31, 2021, our management identified certain items, which, pursuant to GAAP standards, required adjusting entries for proper financial presentation.  The identified items related to prior periods dating back to 2019, and included: (1) an immaterial understatement of certain expenses incurred during the year ended December 31, 2020 that were recorded in the    Spin-Off.year ended December 31, 2019; (2) an immaterial understatement of accounts receivable and revenue for the year ended December 31, 2019; and (3) an immaterial unrecorded gross up of fixed assets and corresponding loans on our Consolidated Balance Sheet as of December 31, 2020, which also resulted in a misclassification of costs on the Consolidated Statement of Operations by overstating Selling, General and Administrative expense and understating Depreciation and Amortization and Other Expense (for associated interest expense). Please see Note L to the unaudited Consolidated Financial Statements for the period ended September 30, 2021 and Note O to the audited Consolidated Financial Statements for the year ended December 31, 2020 included elsewhere in this prospectus for additional information about these adjustments.

DIVIDEND POLICY

If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, we may be unable to obtain additional financing to operate and expand our business and our business and financial condition could be harmed.

Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) could cause our financial reports to be inaccurate. We are required pursuant to Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline. The trading market for our common stock may be affected by the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our common stock could decline if one or more equity analysts downgrade our common stock or if analysts issue other unfavorable commentary or cease publishing reports about us or our business.

We have elected to take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies. As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

We have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies that comply with public company effective dates.

Additional stock offerings in the future may dilute your percentage ownership of our Company. Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

State securities laws may limit secondary trading of our common stock if our common stock is not listed on a national securities exchange, which may restrict the states in which and conditions under which you can sell shares purchased in this offering. Secondary trading of the shares sold in this offering will not be possible in any state until the shares are qualified for sale under the applicable securities laws of the state, or there is confirmation that an exemption, such as resulting from the potential listing of our common stock on the Nasdaq Capital Market or another national securities exchange or listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to list our common stock on a national securities exchange and otherwise fail to register, qualify, obtain or verify an exemption for the secondary trading of our common stock in any particular state, any shares purchased in this offering may not be offered, sold to, or be purchased by a resident of such state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for our common stock could be significantly impacted, thus causing you to suffer a loss on your investment. While we intend following the Spin-Off, to pay cash dividends onseek to facilitate secondary trading in our common stock in the foreseeable future.  event our common stock is not listed on a national securities exchange, there can be no assurances that we will be successful in qualifying or finding an exemption in each state or other jurisdictions.

USE OF PROCEEDS

We expectestimate that the net proceeds of this offering will be approximately $ [   ] million, from the sale of our securities in this offering (or $[     ] million if the underwriter exercises in full its over-allotment option) after deducting the underwriting discounts and commission and estimated offering expenses payable by us. The public offering price per share was negotiated between us and the underwriters based on market conditions at the time of pricing.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[     ] per share would increase (decrease) the net proceeds to retain future earnings, ifus from this offering by approximately $[       ] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $[        ] million, assuming the assumed initial public offering price stays the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds received from this offering to fund marketing efforts, to hire additional personnel particularly employees to process RFPs and a portion of the proceeds for further development of Wytec’s patented LPN-16 Small Cell technology. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses. However, we have no present commitments or agreements to enter into any acquisitions or investments. Pending these uses, we may invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

The amounts and timing of our actual expenditure will depend on numerous factors, including the status of our planned and anticipated installations, the amount of cash generated or used by our operations, competitive pressures and other factors described under “Risk Factors” in this prospectus. We therefore cannot estimate the amount of net proceeds to be used for reinvestmentthe purposes described above. As a result, we may find it necessary or advisable to use the net proceeds for other purposes. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our business.  Wejudgment regarding the application of the net proceeds from this offering. Investors will not be permittedhave an opportunity to pay dividendsevaluate the economic, financial or other information on the Common Stock unless all dividends on any preferred stock that may be issued have been paid in full. Moreover, any credit agreements which we may enter into may restrictbase our ability to pay dividends.  The paymentdecisions regarding the use of dividends in the future will be subject to the discretion of our board of directors and will depend, among other things, on our financial condition, results of operations, cash requirements, future prospects and any other factors our board of directors deems relevant.these proceeds.

CAPITALIZATION

The following table sets forth (i) our historicalcash, cash equivalents and capitalization as of September 30, 20162021:

The pro forma and (ii)pro forma as adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted capitalization assumingbased on the Spin-Off was effective on September 30, 2016.  Theactual initial public offering price and other terms of this offering determined at pricing as well as our actual expenses. You should read the following table below should be read in conjunctiontogether with "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations",Operations,” “Description of Capital Stock,” and our historical consolidatedthe financial statements and therelated notes thereto includedappearing elsewhere in this prospectus.

(1) Includes

The number of shares of our common stock outstanding after the acquisitioncompletion of 100%this offering is based on 6,810,322 shares of theour common stock outstanding capital stock of Capaciti Networks, Inc. ("Capaciti") by Wytec from CCI on November 17, 2016, reflecting Capaciti's balance sheet as of September 30, 2016,2021 and excludes the following:

DILUTION

 Purchasers of our common stock in this offering will experience an immediate and substantial dilution in the as adjusted net tangible book value of their shares of common stock. Dilution in as adjusted net tangible book value represents the difference between the public offering price per share and the as adjusted net tangible book value per share of our common stock immediately after the offering.

As of September 30, 2021, our historical net tangible book value (deficit) as of September 30, 2021 was approximately $(1,880,979) or $(0.28) per share of common stock. Our historical net tangible book value (deficit) per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilities. Our historical net tangible book value (deficit) per share represents historical net tangible book value (deficit) divided by 6,810,322 shares of common stock outstanding as of that date.

Our pro forma net tangible book value as of September 30, 2021, was approximately $(1,575,479) or $(0.14) per share of common stock, after giving effect to (1) the inclusion of the sale and issuance of 91,100 shares of our common stock to an accredited investor in a private placement transaction conducted in accordance with Regulation D, promulgated under the Securities Act, and (2) the conversion of 1,000 shares of our Series C Convertible Preferred Stock for 3,000,000 shares of our common stock that occurred from September 30, 2021 through the date of this prospectus, or which this registration statement forms a part.. Our pro forma net tangible book value per share represents pro forma net tangible book value divided by 9,901,422 shares of common stock outstanding, as if such conversion and issuances occurred on September 30, 2021.

After further giving effect to (i) the pro forma adjustment described above, and (ii) our receipt of approximately $[       ] million of estimated net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, from our sale of common stock in this offering at an assumed initial public offering price of  $[         ] per share, our pro forma as adjusted net tangible book value as of September 30, 2021, would have been approximately $[       ] million, or $[         ] per share. This amount represents an immediate increase in net tangible book value of  $[          ] per share of our common stock to existing stockholders and an immediate dilution in net tangible book value of  $[          ] per share of our common stock to new investors purchasing shares of common stock in this offering. Dilution per share to new investors purchasing shares of common stock in this offering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors.

The following table illustrates this dilution on a per share basis to new investors:

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering to be determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $[          ] per share would increase (decrease) the pro forma as adjusted net tangible book value per share by approximately $[          ] million, or by approximately $[          ] per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) the pro forma as adjusted net tangible book value per share by approximately $[          ] million, or approximately $[        ] per share, assuming the assumed initial public offering price remains the same, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full in this offering, the pro forma as adjusted net tangible book value after this offering would be approximately $[       ] million, or approximately $[        ] per share, the increase in pro forma net tangible book value to existing stockholders would be $[       ] per share, and the dilution per share to new investors would be $[       ] per share, in each case based on an assumed initial public offering price of  $[        ] per share.

The following table summarizes as of September 30, 2021 on the pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (1) paid to us by our existing stockholders and (2) to be paid by investors purchasing our common stock in this offering at an assumed initial public offering price of $[       ] per share, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of our common stock outstanding after the completion of this offering is based on 6,810,322 shares of our common stock outstanding as of September 30, 2021 and excludes the following:

If the underwriters exercise their option to purchase additional shares in full, the percentage of shares of common stock held by existing stockholders will decrease to approximately [     ]% of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to [          ], or approximately [     ]% of the total number of shares of common stock outstanding after the offering.

To the extent that warrants are exercised, new securities are issued, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of 1,731,104 Warrants by Wytecthese securities could result in further dilution to CCI on October 17, 2016.our stockholders.

-27-

(2) These amounts are accounts receivable payable by CCI to Wytec.  The $1,096,056 Wytec receivable from CCI reflects on a pro forma basis the impact of the acquisition of Capaciti by Wytec.

MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONSOPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this prospectus. 

This discussion contains forward-looking statements reflecting ourthat are based on current expectations, estimates, forecasts and projections about Wytec International, Inc. (hereinafter, with its subsidiary, “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 involveare 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.  Actualuncertainties 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:

Because the statements are subject to risks and the timing of eventsuncertainties, 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 prospectus. The cautionary statements contained or referred to in thesethis section should be considered in connection with any subsequent written or oral forward-looking statements duethat we or persons acting on our behalf may issue.

We do not undertake any obligation to a numberreview 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 factors, including those discussed inthis prospectus or to reflect the section entitled "Risk Factors" beginning on page 12 and elsewhere in this prospectus.occurrence of unanticipated events.

Overview

On October 25, 2016, the board of directors of CCI authorized management to pursue a plan to spin-off to its stockholders common stock and warrants of a majority-owned subsidiary, Wytec.  In the Spin-Off, record holders of each share of CCI common stock will receive approximately 0.0026 shares of Common Stock, rounded-up to the nearest whole share, and two Warrants for every share of Common Stock issuable to the holder.  Following the Spin-Off, CCI will not own any equity interest in us, and we will operate independently from CCI.

The Spin-Off is subject to the satisfaction, or the CCI board of directors' waiver, of a number of conditions.  In addition, CCI has the right not to complete the Spin-Off if, at any time, the CCI board of directors determines,following discussion should be read in its soleconjunction with our audited and absolute discretion, that the Spin-Off is not in the best interests of CCI or its stockholders or is otherwise not advisable.

Our consolidated financial statements have been prepared on a stand-alone basis and are derived from theunaudited consolidated financial statements and accounting recordsnotes to those statements. In addition to historical information, the following discussion and other parts of CCI.  Our consolidated financial statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with GAAP.  Our financial statements include certain assets and liabilities that have historically been held at the CCI corporate level but are specifically identifiable or otherwise attributable to us.

All intercompany transactions between us and CCI have been included in our financialthis annual report contain forward-looking statements and are considered to be settled in our consolidated financial statements at the time the Spin-Off becomes effective.  The total net effect of the settlement of these intercompany transactions is reflected in our consolidated statements of cash flow as a financing activityinformation that involves risks and in our consolidated balance sheets.uncertainties.

The historical costs and expenses reflected in our financial statements include an allocation for certain corporate shared service functions historically provided by CCI including executive oversight, accounting, treasury, tax, legal, human resources, occupancy, procurement, information technology and other shared services.  These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis based on sales, headcount, tangible assets or other measures considered to be a reasonable reflection of the historical utilization levels of these services.

We are involved in providing next generation fixed and mobile wireless broadband internet services nationally and eventually internationally to business customers, with a focus on the small and medium size businesses known as the "SMB" market.  Wytec had originally intended to enter into 30 fixed wireless markets by year-end 2015. After further analysis and guidance given to us by Signals Analytics in its recent Valuation Report of Wytec, management has modified its business strategy to reduce market entry costs and enhance marketing capabilities with its WyQuote online platform. WyQuote is designed to be used by commissioned telecom agents, telemarketing agents and for direct sales to customers.  Included in our market entry schedule are new products and services for the SMB market including our expansion strategies enabled by our patent pending LPN-16 microcell technology. Wytec's LPN-16 microcell technology incorporates

-28-

the ability to utilize multiple spectrums without incurring frequency interference. It is potentially deployable on thousands of utility poles located in virtually every city in America at a modest  monthly rental fee.

Our current business strategy incorporates the use of millimeter wave technology using wireless frequencies from 5GHz to 80GHz spectrum.  We have used these spectrums in three (3) markets including San Antonio, Texas, Columbus, Ohio, and Denver, Colorado, and commercialized a broadband internet access service for the SMB customer in two of three markets.  The initial focus of service is targeted to highly concentrated areas such as the Central Business District ("CBD") of each market with the ability to expand the service to high-density business zones outside of the CBD utilizing the LPN-16.

Numerous studies including those by the FCC have now been published indicating that the use of millimeter wave spectrum is a key component in the development of a 5G network and ultimately the development of a "Smart City."  Smart Cities are designed to incorporate multiple mobile communications technologies to facilitate public safety, first responder, education, health care, machine to machine, and carrier offload services.

Currently our network design is capable of delivering bandwidth services of up to 1.5 gigabits per second to a wide range of customers including small, midsize and large corporate operations located in Tier One, Tier Two and Tier Three cities (the term "Tier" defines the population size of the Link location). Our millimeter wave networks are designed to serve as the core infrastructure for supporting our planned commercial broadband internet access services.

On December 18, 2015, we performed an outside beta test of our LPN-16 working prototype and produced performance speeds in excess of 375 Mbps to a smart phone and 600 Mbps to a laptop computer. Earlier speed tests and network demonstrations enabled us to consummate our first services agreement with the City of Columbus on July 7, 2014 and we have now substantially completed our footprint coverage of the CBD of Columbus, Ohio and San Antonio, Texas in preparation for our new marketing and sales strategy.

Overview of Current Operations

Our current operations have most recently begun to focus on developing and implementing our marketing platform

Wytec International, Inc., a Nevada corporation (“Wytec,” the “Company.” “we,” “us,” or “our”) is the developer of a technology called the “LPN-16,” consisting of three primary services. They are:

1)   Internet Booster Plus (IB+) whichchipsets, software, hardware designs and antennas that enable both Wi-Fi and cellular transmission within a concentrated coverage area of approximately 900 feet in circumference. The hardware consists of offering a service that provideschassis or framework approximately three feet in height with a radius of approximately 32 inches. It is designed to be installed on a utility pole for a dense network coverage. The unit, referred to as an outdoor “small cell”, is designed to increase signal strength for both Wi-Fi and cellular capacity by placing a large number of them in "upload"densely populated areas as compared to the traditional macro site cellular towers covering a radius of approximately two (2) miles. The demand of small cells is in response to delivering substantially greater speeds to smartphones and other smart devices in preparation for the next generation of cellular technology now referred to as 5G.

When Wytec was first founded, we obtained five (5) United States patents related to Local Multipoint Distribution Service (“LMDS”) originally designed for digital television transmission, and later discovered to be useful in wireless broadband technology. Today, Wytec utilizes Millimeter and Microwave spectrum as a customer's primary internet service. Thiswireless point to point and point to multipoint solution in preparation of its LPN-16 technology with its ultimate configuration designed to include the extension of its private LTE design into the offering of a wholesale Mobile Virtual Network Operator (“MVNO”) service is supported by Wytec's millimeter wave network configuration locatedto both cable and Wireless Internet Service Providers (“WISPs”) throughout the United States. The Company believes that its MVNO services will become the foundation for supporting true 5G services in the Central Business District (CBD)U.S. as defined by the International Telecommunications Union (“ITU”), the standard for all previous mobile generations from 1G to 4G.

The 5G network is expected to have a transformative impact as it connects people with devices, data, transport systems and cities in a smart networked communications environment. The 5G network will rely substantially on small cell technology to achieve many of its current selected cities. Research has shown that in order for aInternet of Things (“IOT”) objectives. To facilitate 5G IOT applications, operators need reliable connections with strong signal integrity, significant bandwidth and low latency. Small cells accomplish this improved connectivity (speeds, reliability, and low latency) to the edge of existing macro networks, serving all morphologies from urban to rural markets.

We believe our LPN-16 small cell can solve many of the long-term challenges faced by operators deploying small cells who need access to backhaul, lower total cost of ownership and easier site acquisition and access. It can also assist cities wrestling with the on-going technology upgrades, network growth demands, political hurdles and new business internet usermodels needed to realize the full benefitbenefits of certain "non-connectivity" services such as Voice over Internet Protocol (VoIP)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 user mustsharing of wireless transmission equipment using “neutral host” functionality to simultaneously support multiple providers. The LPN-16 was specifically designed to support neutral host features and performance. The FCC’s goal of “shared used” and “neutral host” seeks to expand coverage and capacity more quickly, reduce costs and promote access to infrastructure which reduces barriers to deployment and incentivize the sharing of resources, rather than relying on new builds for every stakeholder, thereby safeguarding environmental, aesthetic, historic and local land-use values.

We have implemented an upload speedaggressive intellectual property strategy and continue to pursue patent protection for new innovations. In addition to the LPN-16 invention covered by our current patent, we have identified additional upgrades and additions to the LPN-16 which further tie it to the goals and timelines of least 1-5 MbpsWytec’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 stableour patent applications and continuous throughput. Thoughpursue those that will best protect our business cable internet provides this upload speed, it is not considered stable and continuous. Over 90%expand the core value of the SMB market utilizes cableCompany.

We have recruited and hired a seasoned management team with both private and public company experience and relevant technical and industry experience to develop and execute our operating plan. In addition, we have identified key engineering resources for intellectual property development, antenna development, hardware, software, and firmware engineering, as their primary internet connection. Management believes the IB+ servicewell as integration and testing that will be well accepted dueallow us to its ability to secure the upload speed for cable internet to the SMB market. This service improves rather than replaces existing cable service for customers.

2)  Primary Wireless Internet consists of providing both the upload and download internet connection to the SMB market. Wytec's primary wireless internet access service is supported by its millimeter wave network configuration located in the Central Business District (CBD) of its current selected cities. Wytec has been offering its primary wireless internet services in its current markets on a word of mouth basis at competitive rates. Management believes this service will continue to be well accepted. Our primary challenge is overcoming existing long-term cable contracts preventing interested subscribers from avoidingexpand our technology and intellectual property.

Wytec’s Three (3) Phased Approach to Deploy a Citywide 5G Service

In 2019, Wytec responded to a Request for Proposal (“RFP”) issued by the expenseLaredo Independent School District (“ISD”) in Laredo, Texas. The RFP was a request for In-building Cellular Enhancement Services designed to improve cellular signals for 44 of breaking existing contracts. This challenge has been mitigatedthe school districts buildings including its administrative building. Wytec proposed a solution included within its private labeled SmartDAS™ technology known as a repeater technology utilizing its wholesale channel partner relationship with the IB+ service.

3)  Wireless Fail-Over Service. This service consists of providing a "fail-over" or "back-up" connection inNextivity Company. Wytec won the event the customer's primary connection fails. We believe that there is more than an 80% chance of a business internet connection failure occurring every month due to various uncontrollable causes, even with some of the largest primary internet service providers in the U.S. These unplanned connection failures cost U.S. businesses substantial dollars every year. Though the primary internet providers have begun to tout the benefit of their 4G LTE cellular network as a viable fail-over alternative, it still does not provide the connection speeds and reliability needed. Thus, Wytec's millimeter wave connection serves as a better fail over service with

-29-

its low latency characteristics, rapid upload and download speeds (up to a gigabit and more),bid, and, as a full redundant backup serviceresult of certain “procurement” language within the RFP, became an approved vendor for 155 other ISD’s within an organization called the Central Texas Purchasing Alliance (“CTPA”) with a potential revenue capability of over $150 Million for just its SmartDAS™ solution. This became Wytec’s 1st Phase of a 3 Phase approach to bothutilizing its LPN-16 technology. In 2020, Wytec was selected to introduce a “Pilot” proposal to Bexar County, Texas for proposing a private LTE solution for the SMB and enterprise marketplace.

All of these services are sold and marketed through Wytec's wholly owned subsidiary, Capaciti Networks, Inc., utilizing Wytec's proprietary online full service platform, "WyQuote", and now available to over 100,000 (estimated) direct telecom agents throughout the United States.

Our LPN-16 is our proprietary intellectual property for which management applied for U.S. patent protection in the second quarter of 2014, and isSouthwest ISD (also a significant part of our Intelligent Community Wi-Fi Network.  We have filed an international patent application for this technology.  Design and engineeringmember of the LPN-16 have been completed with developmentCTPA). Wytec selected the Nokia Corporation (a new Wytec channel partner) to deploy one of the first units being tested inprivate LTE networks to an outdoor environment in San Antonio, Texas.

On June 9, 2012, we formed a wholly owned subsidiary, Wylink, Inc., a Texas corporation, to market and sell millimeter wave spectrumISD in the licensed 60 & 90 Gigahertz frequency channels.  The Federal Communications Commission ("FCC") has developednation. Wytec’s private LTE design was constructed to include a unique application program giving“second tier” network that can support a cellular service for carriers, cable operators and WISPs. This is Wytec’s 2nd Phase to its three-phase approach to deploy a citywide 5G service. Wytec’s final Phase 3 development will include the ability for qualified applicants to own millimeter spectrum underuse of its patented LPN-16 small cell technology enabling a program known as the Registered Link Program.  We sold point-to-point registered links ("Registered Links") as part of our backhaul solution in support of our 4G/5G Wi-Fi network.  The cash received from the sale of our Registered Links is recorded as "deferred revenue"full and will be recorded as revenue once the telecommunication equipment is installed for the link owners. Management closed the Wylink application program in January 2016.

Management now focuses its primary business on the development of Smart City broadband networks utilizing 5G fixed wireless and Wi-Fi technologiescomplete neutral host, dense network capable of delivering speeds5G services to a city. When applying Wytec’s SmartDAS™ In-building Cellular solution, its private LTE solution and its wholesale MVNO solution utilizing government broadband funds to just the CTPA, Wytec believes that are many times faster than current cellular networks, and which can be utilized forit has a range of services for carriers, governmental and business applications.significant revenue opportunity.

Critical Accounting Policies

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

We maintain an allowance for doubtful accounts for estimated losses that may arise if any of our customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectabilitycollectability of our trade accounts receivable balances. If we determine that the financial conditions of any of our customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. Accounts receivable are written off when all collection attempts have failed.

We follow

Effective January 1, 2018, Wytec International, Inc. adopted the provisionsrevenue standards of StaffFinancial Accounting Bulletin ("SAB") 101, "Revenue RecognitionStandards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” Accordingly, Wytec International, Inc. recognizes revenue in accordance with the core principle of the revenue model in 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.

Effective January 1, 2019, Wytec International, Inc. adopted the leasing standards of Financial Statements" for revenue recognition and SAB 104. Under Staff Accounting Bulletin 101, four conditions must be met before revenue can be recognized: (i) there is persuasive evidenceStandards Board Update No. 2016-02, “Leases (Topic 842)." If we determine that an arrangement exists, (ii) delivery has occurredis or service has been rendered, (iii)contains a lease which is 12 months or longer, we recognize a right-of-use (“ROU”) asset and lease obligation at the price is fixedcommencement 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 determinable, and (iv) collectionterminate the lease when it is reasonably assured.certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that we believe that the deferred tax asset is not likely to be recovered, a valuation allowance is provided. In making this determination, we consider estimated future taxable income and taxable timing differences expected in the future. Actual results may differ from those estimatesestimates.

-30-

ResultResults of Operations for the Nine Months Ended September 30, 20162021 and 20152020 and Three Months Ended September 30, 2021 and 2020

Revenue for the nine months ended September 30, 20162021 and 2020 was $70,171, as compared to$392,375 and $444,390, respectively. This decrease in revenue of $10,658$52,015 or 11.7%, was primarily due to decreases in revenues related to delays in projects from COVID-19, shipping delays, and delays in the release of government funds. Revenue for the three months ended September 30, 2020 and 2021 was $77,999 and $111,625, respectively. This decrease in revenue of $33,626 or 30%, was primarily due to a decrease in revenue from our Cel-fi systems, which are no longer our primary revenue model.

Cost of sales for the nine months ended September 30, 2015.2021 and 2020 was $330,733 and $361,087, respectively. This decrease of $30,354 or 8%, was due to the decrease in costs incurred related to the sales of our Cel-fi systems. Cost of sales for the three months ended September 30, 2021 and 2020 was $62,481 and $50,340, respectively. This increase in revenue of $59,513$12,141 or 558%24%, was primarily due to increasesthe increase in revenue fromcosts incurred related to the sales of our network buildout services.Cel-fi systems and improved efficiencies in operations.

General and administrative expenses were $1,998,513$552,415 for the three months ended September 30, 2021 as compared to $472,464 for the three months ended September 30, 2020, this resulted in an increase of $79,951 or 17% compared to the same period in 2020. Contributing factors to the increase include an increase in stock transfer fees of $42,580 and an increase in legal fees of $32,201 for the three months ended September 30, 2021 compared to the same period in 2020. The remaining increase is attributable to an overall rise in some office and administrative expenses due to increased activity regarding obtaining new contracts. General and administrative expenses were $1,478,420 for the nine months ended September 30, 2016,2021 as compared to $837,759$1,675,332 for the nine months ended September 30 2015.  This2020, this resulted in an increasea decrease of those expenses of $1,160,754$196,912 or 139%12% compared to the same period in 2015.  The increase2020. Contributing factors to the decrease include a decrease in our generalprofessional fees of $64,069, a decrease in warrant and administrative expenses was largelystock based compensation of $82,107, a resultdecrease in dues and subscriptions of costs incurred for our private placement$50,455, a decrease of our Series B Preferred Stock during the nine months ended September 30, 2016.

Research$95,334 in salaries and development costs were $5,942wages and a decrease in travel of $21,183 for the nine months ended September 30, 2016 compared to $156 for the nine months ended September 30, 2015.  The increase of $5,786, or 3,709% was due to an increase in expenses related to the development of Wytec's LPN-16 and related patent application.

Salary and wage expenses were $131,010 for the nine months ended September 30, 2016, as compared to $-0- for the nine months ended September 30, 2015, which resulted in an increase of $131,010, or 100%2021 compared to the same period in 2015.2020. The increase in salaryremaining decrease is attributable to cost savings from reduced operating expense to ensure cash needs are met. Where a percentage is not listed, the comparison period expense category is $0 and wagesthe calculation is due tonot meaningful.

We believe that the Company hiring employees from CCI during the nine months ended September 30, 2016.

Interest expense for the nine months ended September 30, 2016 was $-0-, as compared to $123,360 for the nine months ended September 30, 2015.  This resulted in a decreaseproceeds of $123,360 or 100% compared to the same period in 2015.  The decrease was primarily due to the retirement of convertible and nonconvertible debt.

Result of Operations for the Years Ended December 31, 2015 and 2014 

Revenue for the year ended December 31, 2015 was $15,228, as compared to revenue of $254,284 for the year ended December 31, 2014.  This decrease in revenue of $239,056 or 94% was primarily due to decreases in revenue from registered link sales and from network buildout services.

Cost of sales for the fiscal year ended December 31, 2015 was $38,188, a decrease of $59,332, or 61%, from $97,520 for the year ended December 31, 2014.  Our cost of sales decreased primarily due to managing costs related to our registered link sales program.

General and administrative expenses were $1,623,109 for the year ended December 31, 2015, as compared to $3,053,400 for the year ended December 31, 2014.  This resulted in a decrease of $1,430,291 or 47% compared to the same period in 2015.  The decrease in our general and administrative expenses was largely a result of decreased Link program costs during the year ended December 31, 2015.

Research and development costs were $22,357 for the year ended December 31, 2015 compared to $368,933 for the year ended December 31, 2014.  The decrease of $346,576, or 94% was due to a decrease in expenses related to the development of Wytec's LPN-16.

Interest expense for the year ended December 31, 2015 was $129,503, as compared to $73,252 for the year ended December 31, 2014.  This resulted in an increase of $56,251 or 77% compared to the same period in 2014.  The increase was primarily due to the incurrence of debt in 2014 that was not repaid until late 2015.

Liquidity and Capital Resources

While we have raised capital to meet our working capital and financing needs in the past, additional financingthis offering will be required in ordersufficient to meetfund and grow our current and projected cash requirementsoperations for operations.  As of September 30, 2016, we had a working capital deficit of $48,859.  As of September 30, 2016, $2,210,000 of our current liabilities is deferred revenue on Link sales that have been funded byat least the customer, for which obligations to the customer have not yet been completely performed.next 12 months.

As of September 30, 2016, all our outstanding convertible debentures  have been retired. 

-31-

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

Cash Flow from Operating Activities

Cash flows used in operating activities during the nine months ended September 30, 20162021 were $2,051,365$1,309,259 compared to $641,502$1,342,592 during the nine months ended September 30, 2015.2020. This increasedecrease of $1,409,863$33,333 was primarily due to thechanges in net operating loss for the period.

Cash flows used in operating activities during the yearnine months ended December 31, 2015 were $1,076,204 compared to $136,757 during the year ended December 31, 2014.  This increase of $939,447 was primarily dueSeptember 30, 2021 to the reduced amount of deferred revenue from Link sales remaining at the end of 2015.same period in 2020.

Cash Flow from Investing Activities

Our investing activities consist principally of revenue and expenses related to our Link program (Link sales ended in January 2016 but Link program costs continue), and the LPN-16.

Cash flows used inby investing activities during the nine months ended September 30, 20162021 were $242,990$-0 compared to the cash flows provided fromused by investing activities of $52,353$13,039 during the nine months ended September 30, 2015.2020. Capital expenditures totaled $72,245$-0 and $-0-$13,039 during the nine months ended September 30, 20162021 and September 30, 2015,2020, respectively.

Cash flows provided by investing activities during the year ended December 31, 2015 were $113,819 compared to cash flows used in investing activities of $346,849 during the year ended December 31, 2014.  Capital expenditures totaled $-0- and $-0- during the year ended December 31, 2015 and December 31, 2014, respectively.

Cash Flow from Financing Activities

Cash flows provided by financing activities during the nine months ended September 30, 20162021 were $4,178,758$876,606 compared to $670,307$1,027,411 during the nine months ended September 30, 2015.2020. These receipts represent proceeds from the sale of the Company's preferred stock.Company’s common stock and from the issuance of debt.

Results of Operations for the Years Ended December 31, 2020 and 2019

Revenues for the year ended December 31, 2020 were $1,077,030 compared to revenues of $405,468 for the year ended December 31, 2019, which resulted in an increase of $671,562, or 166%. Our revenues increased in 2020 compared to 2019 due to an increase in revenue from our Cel-Fi Services. Revenues from the sale and installation of Cel-fi systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $482,273 in 2020 and $358,149 in 2019, which resulted in an increase of $124,124. Our revenues also increased from network and other services including fixed wireless services which totaled $594,756 in 2020 and $47,319 in 2019, representing an increase of $547,437. The revenue increase in network services was predominately due to our contracts with the Texas School Districts and Southwest Research Institute.

Cost of sales for the year ended December 31, 2020 was $791,845, an increase of $572,753 or 261%, from $219,092 for the year ended December 31, 2019. Our cost of sales increased primarily due to increased costs incurred related predominately to our contracts with the Texas School Districts and Southwest Research Institute.

Selling and general and administrative expenses were $2,299,895 for the year ended December 31, 2020 compared to $2,754,447 for the year ended December 31, 2019, which resulted in a decrease of $454,552 or 16.5%. The decrease in our selling and general and administrative expenses was largely a result of a decrease in our monthly link lease payments and rooftop rent expenses due to cancellations as well as a decrease in consulting and legal fees. Salaries and wages expense decreased by $274,664 or 19.5% from $1,408,698 for the year ended December 31, 2019 to $1,134,034 for the year ended December 31, 2020. The decrease in salaries and wages is due to a decrease in larger salaried employees. 

Research and development costs were $21,161 for the year ended December 31, 2020 compared to $4,500 of research and development costs for the year ended December 31, 2019, which resulted in an increase of $16,661, or 370%. The increase in research and development costs is due to an increase in expenses incurred in the development of our LPN-16.

Depreciation expense was $70,440 for the year ended December 31, 2020 compared to $136,182 for the year ended December 31, 2019, resulting in a decrease of $65,742 or 48%. The decrease in depreciation expense is principally due to fewer asset additions in the last two to three years.

Cash Flow from Operating Activities

Cash flows used in operating activities during the year ended December 31, 2020 were $1,660,419 compared to $2,620,130 during the year ended December 31, 2019.

Cash Flow from Investing Activities

Our investing activities consist principally of equipment.

Cash flows used by investing activities during the year ended December 31, 2020 were $13,039 compared to the cash flows used by investing activities of $25,001 during the year ended December 31, 2019. 

Cash Flow from Financing Activities

Cash flows provided from financing activities during the year ended December 31, 20152020 were $1,833,313$1,650,086 compared to $46,252$1,543,100 during the year ended December 31, 2014. These receipts represent proceeds from2019. During the sale ofyear ended December 31, 2020, we issued $854,405 in common stock and during December 31, 2019, we issued $1,543,100 in common stock. During the Company's preferred stock.year ended December 31, 2020, we also obtained financing for $803,158 and received $121,055 for common stock issued in 2021.

Satisfaction of Our Cash Obligations for the Next 12 Months.

As of

On September 30, 2016,2021, our cash balance was $2,897,436.  Our$163,079. Absent this offering, our plan for satisfying our cash requirements for the next twelve months iswas through sales-generated income, private placements of our capital stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, 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.

Impact of Distribution by CCI on our Financial Statements

Following the Spin-Off, we may incur additional costs associated with being an independent company in connection with establishing, expanding and maintaining our own stand-alone corporate functions, including finance, human resources, information technology, facilities, accounting and legal for which we have

-32-

received expense allocations from CCI.  These allocations are included in operating expenses and totaled $517,878 and $196,261 for the nine months ended September 30, 2016 and September 30, 2015, respectively. For the years ended December 31, 2015, and December 31, 2014, the allocations totaled $438,755 and $452,073, respectively. See Note G to our consolidated financial statements included elsewhere in this prospectus for further details related to corporate allocations.

Management considers the expense allocation methodology and results to be reasonable for all periods presented.  Our financial statements do not, however,  necessarily include all of the expenses that would have been incurred had we been a separate, stand-alone entity and may not necessarily reflect our results of operations, financial position and cash flows had we been a stand-alone company during the periods presented.  Furthermore, we may also incur additional costs associated with being a stand-alone publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in our historical results of operations, financial position and cash flows. Nevertheless, we We believe that cash flow from operations and investmentsthe proceeds of this offering, if completed, will be sufficient to fund our operations over the anticipated increasesnext 12 months.

Other Payable

Other Payable of $895,000 consists of amounts billed and collected before services related to registered links previously sold by the Company (“Registered Links”) have been completed. During 2019, deferred revenue was reclassified to other payables due by the Company which has exited the business of installing Registered Links.

Going Concern

Our consolidated financial statements are prepared using accounting principles generally accepted in corporate expenses.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 $23,515,665 on September 30, 2021, and have reported negative cash flows from operations. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

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

Off-Balance Sheet Arrangements

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

Recently Issued Accounting Standards

We have reviewed the updatesstandards issued by the Financial Accounting Standards Board ("FASB"(“FASB”) during the three month period endedthrough September 30, 2016,2021 and determined thatwhich are not yet effective. None of the updates are either not applicable to us orstandards will not have a material impact on us.our financial statements.

BUSINESS

General

Wytec International, Inc. ("Wytec," "we," "us," or the "Company"), is a Nevada corporation and a subsidiary of Competitive Companies, Inc., a Nevada corporation ("CCI"(“Wytec,” the “Company,” “we,” “us,” or “our”), is a designer and developer of small cell technology and wide area networks designed to support 5G deployments across the United States. Wytec offers in-building and citywide 5G solutions utilizing multiple 5G equipment vendors in combination with its patented LPN-16 small cell technology to complete its network designs. Wytec was incorporated in November 2011 with the purchase of five (5) United States patents (all of which have since expired) directly related to local multipoint distribution service (“LMDS”), utilized in broadband wireless access technology and originally designed for digital television transmission. In June 2014, Wytec filed a provisional patent for its small cell technology which we now call the “LPN-16.” In December 2017, we were granted a patent for our LPN-16 by the United States Patent and Trademark Office (“USPTO”), patent number 9,807,032. The patent is described as an “Upgradeable, High Data Transfer Speed, Multichannel Transmission System (“UHTMTS”). The design of the LPN-16 has been purposed as a small cell device to be installed on strategically placed utility poles throughout the United States in support of a hybrid dense network necessary for the next generation of mobile communications known as 5G. In December 2020, Wytec was granted a second patent by the USPTO, patent number 10868775 B2, which is publicly traded onan expansion to our original 2017 patent. This patent includes all features in the OTC-Pink Sheets Market (symbol "CCOP"original patent and extends the life of the original patent with additional modifications to 2040. Wytec designs its 5G networks to be capable of supporting private Long-Term Evolution telecommunications (“LTE”), allowing private ownership of the network. Private LTE networks have been significantly enhanced due to the most recent FCC commercialization of the Citizens Broadband Radio Service (“CBRS”) spectrum now integrated in smart devices including 5G smartphones. As a result of both private LTE and CBRS, municipal governments, cable operators, Wireless Internet Service Providers (“WISPs”), and carriers are now potential customers for Wytec. While Wytec is a public reporting company, its common stock is not yet quoted for public trading. Wytec currently utilizes Nokia for its Private LTE services but was able to brand its own LTE service under a channel partner agreement with Nokia called SmartDAS™. Wytec develops, designs,

Industry Overview

Since the 1990s, a potent global movement, including a series of intergovernmental summit meetings, was conducted to close what has been popularly defined as the “Digital Divide”. The Digital Divide refers to the gap between those able to benefit from the internet and installs next-generation "carrier grade" citywide Wi-Fi networks utilizing pointthose who are not. This movement has energized solutions in public policy, technology design, finance and management that would allow all connected citizens to point millimeter wave technology transmitted onbenefit equitably as a global digital economy spreads into the 71-86 GHz spectrum, and point to multi-point technology transmitted on 2.4 and 5 GHz frequencies, definedfar corners of the world. Recently, the movement has been further energized by the Companymassive economic disturbance of the Coronavirus. Thus, on March 27, 2020, the 116th U.S. Congress passed a $2.2 trillion economic stimulus bill known as the CARES Act. Immediately, billions of dollars of became available for counties, cities, and ISDs in hopes of further resolving the raging Digital Divide issue and its "Diamond Ring" backhaul network.  Currently, Wytec marketsdevastating effect on underserved citizens and sells broadband internet services through its subsidiary operation, Capaciti Networks, Inc., tostudents across the small and medium business (SMB) marketplace in San Antonio, Texas, Columbus, Ohio, and Denver, Colorado.  We offer a 30-day free trial to prospective subscribers for gathering valuable technical and sales metrics to assist us in future market entry determinations.  

In January 2016, we began developing a proprietary online quoting system called WyQuote to assist in the salesUnited States. A portion of our wireless services. WyQuotethese much-needed funds will be utilized byto upgrade America’s communication infrastructure necessary for supporting an existing pool of approximately 100,000 independent telecom sales agents within the United States. WyQuote offers the agents online access to both 4G and 5G wireless services utilizing Wytec's millimeter wave network as well as 4G wireless services utilizing Wytec's current wholesale contracts with Verizon and Sprint. The system was designed to enable independent agents to view our wireless products and services and to execute online orders.  Management believes that this functionality will enable us to ramp-up our revenues and meet our five-year forecast.  The WyQuote system is scheduled to go live in January 2017 and to be utilized by up to three (3) or more independent business telemarketing specialists for testing WyQuote's viability.  Assuming successful sales metrics, we expect to increase our telemarketing specialists by forty-five (45) callers in 15 markets by year-end 2017.

Overview of Business Lines

                We have identified the following business segments for which we believe we can provide services profitably utilizing our current technology and our carrier wholesale agreements.

-33-

Fixed Wireless Broadband Access.

• A wireless radio infrastructure comprised of our "Diamond Ring" equipment, deployed within the heart of a city, that provides high speed wireless broadband access to businesses.

• The infrastructure uses point-to-point and point-to-multipoint rooftop-mounted radios operating in the 5 GHz (microwave) and 60/70/80/90 GHz (millimeter wave) bands on a licensed and license-free basis.

• The core offering is "access" in several different flavors including "primary access", "acceleration" (supplementing a less capable primary connection) and "business continuity" (proving a second infrastructure to ensure continuous connectivity).

4G LTE Access

• 4G LTE wireless services offered to Wytec under wholesale agreements as a mobile virtual network operator (MVNO), enable Wytec to offer such service to customers on a retail basis, leveraging the physical infrastructure of both Verizon and Sprint currently with additional carrier contracts in the future.

Wytec's Product Value Proposition

• The primary product is a competitively priced "business continuity" solution. It ensures that the critical functions of a 21st century business will continue in the event of a loss of connectivity from the primary internet access provider.

• The MNVO business model potentially enables Wytec to scale quickly without substantial capital investment. Wytec expects to leverage the substantial infrastructure investment of its host operators to deliver a set of niche services to business customers.

• Business continuity protection for businesses with 1 to 9 employees. 

• Provides continuity in the event of a temporary loss of connectivity (typically via cable or DSL).

• The concept includes primary internet connectivity to small businesses with minimal usage requirements (e.g. a retailer who only needs connectivity for processing credit card transactions).

• The concept might also be extended (subject to appropriate technology enablers) to provide additional bandwidth for VoIP, since voice requires relatively little bandwidth and is of high value to the end user. We would need to be able to identify and route popular VoIP protocols (e.g. SIP).

• Concept

- Leverage the widespread deployment of 4G LTE infrastructure by national mobile operators (Verizon, AT&T, T-Mobile, Sprint).

- MVNO relationship enables flexible access to data and voice bandwidth.

- Multiple carrier relationships ensures high likelihood of coverage in any particular location.

• Business Model

- Install a router in the customer premises that selects between two wide area networks (WANs).

- If the primary wired network experiences an outage then the LTE network provides instant seamless continuity, ensuring nearly 100% internet uptime.

- If the primary wired network becomes congested then the LTE network can provide "acceleration", carrying some traffic during peak periods.

- The low utilization associated with "backup" services contributes to margin because bundled plans are often not used.

• Sources of Differentiation

- MVNO enabler partner (MVNE) provides a platform solution for provisioning services, billing, and fulfillment of SIM cards and customer premise equipment (CPE).

- Third party provides branded customer service.

- Cloud-based device management with reporting capabilities.

- High value service, resulting from CPE hardware and multiple operator relationships.

LPN-16 Hardware

• A patent-pending neutral host radio access device.

• The light pole node (LPN) with eight sections in each half (2x8=16) is designed to wrap around a telephone or light pole, providing high speed Wi-Fi and potentially cellular service to nearby pedestrians and businesses.

-34-

• The LPN-16 has been manufactured in small quantities and has been tested in San Antonio, Texas. In that city we have a millimeter wave radio backhaul (i.e. Diamond Ring) where the LPN-16 provided Wi-Fi data speeds of 174 Mbps in the downlink on an iOS smart phone and much faster speeds on an Android device.

• The LPN-16 fits a trend of increasingly compact outdoor radio access infrastructure.

• The amount of resources required to develop world-class radio infrastructure (e.g. what the industry calls "small cells") is significant.

• Wytec can sell LPN-16 equipment to other network providers as a business, or develop the LPN-16 into a niche real estate play, locking up "pole-top" real estate within key cities. To do so would require a business focus in that area and a significant commitment of capital.

• The LPN-16 can also compliment the fixed wireless infrastructure within a city, by providing street-level end-user access.

WyQuote (Multiple Operator Telecommunications Sales and Provisioning Platform).

• Concept

- The vast majority of business-to-business broadband sales are done by agents via a provisioning platform, in most cases offering a single technology solution.

- The software platform extends an existing mainstream platform with approximately 100,000 agents nationwide.

- WyQuote enables the agent to provision wireless broadband solutions. These have historically been difficult to provision in real time because the sales person needs to verify that the customer is within the coverage footprint of the network.

- WyQuote can support multiple service providers, multiple services per operator, and multiple pricing plans per service.

• Business Model

-  Agents can use WyQuote.

-  An internal sales team can use WyQuote.

• Sources of Differentiation

- Uniquely designed to support wireless broadband offerings.

- Leverages an existing platform with a minimal learning curve.

- Ensures that Wytec, after building a network or creating an MVNO service, has the ability to quickly and cost-effectively sell that service.

-35-

Wytec's fixed broadband wireless access network consists of one or more rooftop installations per city.  A rooftop typically contains networking, battery backup, high availability point-to-point links for backhaul, and point-to-multipoint end-user access links.

-36-

Market Strategy 

Wytec is a provider of smart city telecommunications technologies and services that deliver value to the underserved small and medium business market (SMBs), which is the heart of both local and national economic growth. Smart cities or intelligent communities represent a global investment towards the massive integration of information and communications (ICT) technologies to better manage a city's assets as well as improve the quality of life for residents, which is becoming more difficult with the growth of urban/city centers. Groups like the Intelligent Community Forum and International Telecommunications Union note that this continued growth has put a strain on government infrastructure investment and public services. It is redefining how cities and businesses, especially small and medium businesses and cities, compete with each other across the globe.

The smart city market is expected to grow and encompass the immense growth in digital telecommunications network infrastructure and services with millions of deployed smart sensors, smart radios, smart phones, tablets, and emerging technology such as Cloud services, enhanced unified communications and machine to machine interaction.  To support this massive growth in smart devices for a smart city/smart economy is the evolution from current third and fourth generation mobile networks and technologies (3G/4G) to the 5G network or fifth generation network. This high-capacity network will represent dramatic increases in download and upload speeds, manage millions of new smart devices and demand the incorporation of new radio spectrum with millimeter wave technology playing a key role. Within the smart city movement are the technology providers who offer the extensive platforms on which smart city operations are built, and the telecom network providers who deliver the wired and wireless 4G and emerging 5G network infrastructure. For reasons related to their current business structures and multibillion dollar technology investments in 3G and 4G technologies, these providers must primarily focus, in order to achieve ROI and profitability, on the multi-billion-dollar smart city municipal projects and/or large enterprise firms. Missing from this current smart city technology trend of government and enterprise level customers and projects is the critical backbone of the U.S. economy-the small and medium size business which receives limited attention in terms of services, but which accounts for approximately 50% of U.S. GDP. According to Amdocs and other industry telecom leaders and analysts, the SMB sector is significantly underserved when it comes to having choices and access to ICT:

". the SMB sector is currently significantly underserved in terms of ICT provision and therefore holds considerable potential for growth, the challenge is how to profitably unlock the potential in a sector that is effectively a hybrid of service providers' other two main targets - large businesses and consumer." Source: Amdocs, 2015. Selling to SMBs. 

The U.S. Small Business Administration reports there are 7.5 million commercially located SMBs with approximately six million of them ranging in employee size from 1 to 49. These firms spend from $10,500 to $50,000 or more on ICT annually with business internet access representing the anchor service in determining how and what other technologies a SMB can purchase based on the costs, availability and performance characteristics.

Number and Percentage of US SMBs by Industry

-37-

These SMBs cover a wide range of different types of businesses in terms of size, maturity, tech savvy, and industry-from the self-employed tradesman in a local market to a medium size tech firm with international customers, health care, finance, education, warehousing, and retail. Their requirements for communication services are highly varied and thus make them a difficult, and often unprofitable, market segment for large ICT service providers to pursue. As a byproduct, the SMB is lumpedincreased expansion into the large provider's productsnation’s underserved broadband areas and services designed for either the retail mass market or enterprise customer, which misses many of the SMB's needs.

Wytec's business focus and market strategy is to exploit gaps created by the current smart city technology trends and current marketing and sales operations for ICT products and services for SMBs. Wytec determined its markets by examining US Census Data for key SMB insights including examining 60,000 counties, 40,000 zip codes, 171 industry combinations, and analysis by product concept, competitive offerings, signal strength and number of employees per firm, and to the degree possible, utilizing industry data for annual ICT spend and business density per kilometer. Our research identified 180 markets meeting requirements for building new 5G millimeter wave networks with 71 of these markets representing our top choices for investment and customer acquisition for our near and mid-term financial forecast.

US Businesses Meeting Our Target Profiles

Revenue Sales and Marketing 

Wytec expects to generate revenue by utilizing its own fixed wireless millimeter wave networks and through wholesale agreements with nation-wide 4G LTE wireless providers to create connectivity and non-connectivity service offerings.  Business products and services will be marketed and sold through Wytec's subsidiary, Capaciti Networks, Inc. Capaciti represents an internal business focus separate from other potential Wytec smart city initiatives related to city governments. Capaciti will utilize Wytec's quoting platform, WyQuote, which provides quoting access to an already existing industry base of approximately 100,000 telecom agents and master agents who account for an estimated 60% of all US telecom sales, as well as enabling Capaciti's B2B telemarketing operations to assist SMBs to better find, evaluate and buy ICT services designed for their needs. In addition to improving order accuracy and customer order tracking, WyQuote is unique in that it is the only online quoting platform with real time ability to quote wireless services, such as our fixed wireless millimeter wave network. We anticipate WyQuote will increase our customer acquisition potential by dramatically reducing the time it takes for a prospect to obtain a quote (from days to near real-time), sign a contract (several days versus same day with WyQuote), and have the service installed. In many cases the time for a customer install is reduced from weeks to days and is based on the customer's schedule.

Capaciti's marketing and sales will launch with strategically designed services to take advantage of weaknesses in the current market offerings for broadband services, developing trends in technology use, and the need for higher upload speeds serving the demands of business applications that can benefit from the use of millimeter wave technology or 4G LTE wireless connectivity. These services are either a fixed wireless service or MVNO (Mobile Virtual Network Operator) and consist of:

-38-

• Internet Booster Plus (IB+)

• 4G LTE Failover

• 5G Primary internet connection

• 5G internet failover

Along with our extensive market research, the above services were designed using real customer market data from 20 of Capaciti's business class customers (R&D customers) of varying sizes and needs. Our R&D customers use considerably more data than delivered by a typical residential cable service. Capaciti will compete primarily against cable internet which is often a residential service re-marketed to SMBs as a business class service.  Capaciti's initial competitive product is called the Internet Booster Plus (IB+). It is positioned to go directly at the weaknesses of cable business offerings and deliver critical connectivity factors such as faster upload speeds and lower latency, which is important for business applications like VoIP and Cloud.

IB+ vs Cable Service

One of the most challenging obstacles in customer acquisition is having to wait for a prospect's current service to expire. Capaciti's strategy is to leverage the IB+ service, fed by our millimeter wave network, to overcome this obstacle. The IB+ provides an immediate contract opportunity with an SMB who has an existing cable contract, so there is no delay in waiting for a cable customer's contract to expire. The IB+ plugs into the "current" cable service, "boosts" the cable internet speeds, especially the upload speed, and provides a critical internet service feature through automatic failover and failback features. Once an IB+ customer is ready to switch from their primary cable internet contract to Capaciti's primary internet service, we are able to remotely provision them without a secondary install action cost. Capaciti's 4G LTE Internet Failover service will initially be marketed to businesses outside of our 5G fixed-wireless coverage area, including for remote or temporary customer sites needing higher reliability. Capaciti will also market a unique 5G failover service, fed by our millimeter wave network, designed to work for both SMBs as well as enterprise customers needing a completely separate internet connection and avoiding the high cost of temporary fiber installation and time lags. Internet Failover is part of the disaster recovery and service market forecasted by Markets and Markets Research to be $11 billion by 2021. Capaciti plans to keep pace with smart city and 5G technology network trends by utilizing Wytec's patent pending LPN-16 microcell to rapidly and cost effectively expand network coverage and services to SMBs. The 5G network is forecasted to use a wide variety of radio spectrums. The LPN-16 is capable of housing up to 16 different radio frequency cards/radios and strengthens customer cell coverage areas, providing our customers with an ever-growing range of fixed, mobile and related connectivity and non-connectivity services.

Business Strategy

Our business strategy is essentially marketing focused with a dual objective. The initial and primary objective is to determine key metrics on both our 4G and 5G wireless services. To accomplish this objective, Wytec developed an online quoting system (WyQuote) to be utilized by both a telemarketing sales channel and by an existing direct telecom agents channel. Direct telecom agents consisting primarily of Value Added Resellers (VARS) are estimated to be approximately 100,000 in number and represent an estimated 60% of all telecom sales in the U.S., producing an estimated $60 billion in sales annually. We discovered early that the central tool that telecom agents desired was an easier and less expensive way to reach their existing customers and to expand their customer base with telecom services that would improve their business. This valuable information spurred us to develop the WyQuote system and focus on telecom products/services that could truly make an economic difference in the SMB market.

This led us to research the primary deficiencies in telecom services currently offered to the SMB market. We discovered that the SMBs wanted more choices in primary internet access and a service that was able to support the next generation of applications suchcellular services called 5G. 

As a result of this increased need for greater data capacity, we believe that cellular carriers will aggressively pursue new technologies to manage this massive data growth. We believe the next generation of wireless communication services, 5G, will be touted as Voice over Internet (VoIP)the answer to America’s future communications needs in supporting both fixed and Cloud services.

-39-

As VoIP continuescellular broadband connectivity. For the U.S. cellular industry to proliferate throughoutmeet this challenge, we believe a radical change in network architecture is needed.

Today 4G LTE data traffic predominately utilizes “Macro” cell towers for virtually all of the U.S., a major concern begancountry’s cellular transmission. These towers, which are easily recognized across America’s landscape, stand several hundred feet in height and support antennas six to surface regarding the inabilitynine feet in length. These sizeable towers cost mobile operators billions of cable (a predominate business internet servicedollars to the SMB)construct and millions more to operate. Macro towers were originally designed to support VoIPcellular signals in a radius of two to three miles or more and provide service for thousands of subscribers. This design is no longer adequate in meeting current consumer demand or the anticipated speeds of 5G.

To overcome this inadequacy, 5G network architecture condenses the coverage area with the use of Small Cells, with two primary objectives in mind: to increase data capacity and reduce higher-power transmission signals thus reducing dangerous radiation transmission. We believe that many, if not most, communication experts agree that Small Cells will be the driving force behind 5G services enabling gigabit speeds on essentially all communication devices, including Smartphones. Small Cells are designed to be mounted on utility poles permitting the flexibility of placement throughout a city supporting citywide ubiquitous coverage. We believe that this new architecture will become the primary infrastructure design for “all” citywide 5G deployments. According to an article by Price Waterhouse Coopers (“PwC”), “5G networks can’t succeed without a small cell revolution.”

Connectivity for All

Wytec owns patented small cell technology known as the “LPN-16.” Its neutral-host design is its key differentiation from other small cell technologies, with its ability to support multiple spectrum usage owned and utilized by multiple mobile operators simultaneously. We believe this multi-operator architecture will be overwhelmingly accepted by city governments due to the limitationsreduced need for utility poles as compared to a single-operator small cell. We expect carriers to also embrace Wytec’s solution due to a substantially reduced installation cost and speed of deployment.

Another key feature and differentiation of Wytec’s LPN-16 design is its integration with private LTE networks. We believe this unique integration design will assist us in deploying a citywide private network and further integrated with its "upload" speed capabilities. This ledschool districts in support of greater distance learning capabilities and increased public safety. Though much of the funding support could rely on federal relief programs, Wytec believes that it can present a “revenue share” initiative through a collaboration involving the city’s existing Independent School Districts’ (“ISDs”), current federal fund programs, as well as private funding from the capital markets.

We believe that much of the deployment of 5G technologies will require a significant number of Small Cells to focusbe installed on utility poles. We believe this provides city governments with significant influence over small cell deployments in accordance with “right of way” regulations requiring pole access. We believe this legal authority by municipalities has had a major impact on the superior featuresslow speed of its millimeter wave fixed wireless services capable of providing symmetrical speeds, including a stand-alone upload connection, as a primary solution to the cable connection deficiencies. This product has become Wytec's first 30-day test service called the Internet Booster Plus ("IB+") service.  IB+ has the ability to greatly enhance5G deployments throughout America’s cities. Without this legal authority, municipal governments could experience an existing cable connection while also providing a "fail-over" solution in the event the cable connection goes down. Wytec believes this will be its most popular serviceovercrowding America’s utility poles with small cells leaving both an eyesore and potential hazards. We believe that Wytec’s LPN-16 diminishes these concerns due to its lackmulti-carrier features allowing for multiple operators to gain access to poles and utilize the network simultaneously.

Revenue Opportunities

In October 2019, Wytec, participated in a Request For Proposal (the “RFP”) issued by the Laredo ISD in Laredo, Texas involving in-building cellular enhancement for the ISD. Wytec won the RFP with the lowest bid and best technology and was awarded the Contract consisting of interference42 buildings within the district. Laredo ISD is a member of the Central Texas Purchasing Alliance (“CTPA”) consisting of 150 other ISDs. Due to language within the Contract under Section 791.001 of the Texas Government Code, all members of the CTPA became eligible to utilize the same winning bid as the Laredo ISD. The CTPA consists of more than 4,300 buildings, representing approximately 513,270,000 square feet. Wytec is now building out its second and third school district under the benefit of Section 791.001 of the Texas Code and is aligning itself to manage a more aggressive build-out over the coming three-year period. In addition to the current cellular enhancement service provided by Wytec to CTPA members, the Company has received a strong interest from certain CTPA members to construct a private LTE solution (to include Wytec’s patented LPN-16) for multiple counties, potentially representing substantially greater revenue opportunities for Wytec in the future. Wytec currently utilizes Nokia for its Private LTE services but was able to brand its own LTE service under a channel partner agreement with an existing cable contractNokia called SmartDAS™. The Company intends to use a portion of the proceeds of the offering to hire additional personnel to manage the expected upcoming surge in RFPs from additional members of the CTPA as funds are released to such school districts.

In addition to Wytec’s revenue potential involving cellular enhancement and private LTE, the Company plans to utilize its abilityLPN-16 technology to provide connection insurance.wholesale services to Mobile Virtual Network Operators (“MVNO”), predominately in the cable industry. Today, we see an aggressive movement by cable operators pursuing cellular services for their existing broadband customers due to their eroding subscriber base to the carriers. Though this cellular service is currently being offered to cable operators by the carriers, we have noticed that the wholesale margins offered have challenged the cable operators in achieving reasonable profit margins. Wytec anticipates wide acceptance of the LPN-16 by city governments due to its multi-carrier service capability. Cable operators are aggressively pursuing MVNO services in the United States and we believe Wytec can capture a significant market share of this service through its LPN-16 small cell technology.

As described above, we believe that Wytec’s LPN-16 small cell offers two significant revenue opportunities involving both a potential sale of the LPN-16 to private LTE clients (such as schools and cities) and as a 5G (Wytec owned) network to support its MVNO wholesale clients such as carriers, cable operators, and WISPs. In a recent publication by Allied Market Research, studies suggest that the small cell 5G Market will reach $6.87 billion by 2026.

Wytec’s Network Infrastructure- Supporting Wytec Products/Services

The LPN-16, recognized by USPTO patent number 9,807,032, as expanded by USPTO patent number 10868775 B2, is an “Upgradeable, High Data Transfer Speed, Multichannel Transmission System.” The LPN-16 is a local area network system that includes modular, multi-frequency, multi-channel, upgradable transmission nodes. The transmission nodes can include one or more independent RF modules. They may be configured to include 802.11ac and evolve to LTE and other technology and frequency bands as well as software defined radio attributes. The LPN-16 provides transmission and network services for wireless data, wireless video, wireless voice, voice over internet protocol (“VoIP”), local portal for emergency services, mesh node from one transmission to the next, single channel transmission, multi-channel transmission, Wi-Fi access as well as a number of other similar services. We believe this range of services and the timeline of 5G networks needing small cell capabilities squarely places Wytec in the path of serving several substantial markets such as small cells as a service, outdoor Wi-Fi, the IOT, and a host of other related telecommunications services. 

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

We believe that our in-building solution, costing about one third (1/3) of traditional DAS, is a viable alternative solution without the tedious and sometimes delayed support of the carriers and the Company has already deployed the service in more than 20 building facilities, including the Johnson Space Center and the tallest building in Dallas. Wytec has established valuable vendor relationships for in-building solutions with Nokia, Ericcson, Samsung and Nextivity.

Wytec, also has a second fail-over service availablewith its preferred vendor relationships, believes that it can generate significant revenues deploying in-building, private LTE and MVNO services in 2021, including in the campuses of ISDs comprising the CTPA.

4G LTE: Wytec, through its relationship with Nokia, is able to provide wholesale MVNO services utilizing Nokia to access the largest carrier 4G LTE networks in the United States. Recently, both the cable and WISPs are seeking cellular wholesale agreementsarrangements to provide cellular services to their product portfolios. Due to the relationship with Verizon and Sprint collectively. Though this service offers less bandwidth speeds thanNokia, the IB+ service, it secures coverage on a nationwide basis. This large footprint allows Wytec to introduce the fail-over service in both Wytec's existing footprint in its three (3) diamond ring cities and virtually any other market within the continental U.S. It becomes a significant business strategy for expanding our 5G footprint by introducing our second dual objective. Since both our 4G and 5G fail-over services utilizeCompany’s capital commitments are lower as they can include much of the same featuresnecessary hardware and sales methodology, it allowssoftware. Eventually, Wytec would want to expand through customer upgrades rather than selling onlymigrate its own hardware and software solutions to a new customer. Wytec believes it can rapidly expand its 5G footprint to meet its existing 4G fail-over customers without an additional sales expense. This is an advantagegain greater profit margins over time.

Customer Concentration

During the year ended December 31, 2020, we received approximately 40% of our gross revenue from our cellular enhancement contract with the Laredo School District in Bexar County, Texas. Total revenue for us thatthe year ended December 31, 2020 was $1,077,030, and revenue from the Laredo contract during this period was $430,647. For the nine months ended September 30, 2021, the Laredo School District accounted for 72% of our gross revenues. Purchase orders for other CTPA ISDs aggregate under this single contract, but we believe can facilitate rapidthat the selling opportunities are far more varied than suggested by the revenue expansionassociated with that contract because many different ISDs are available to purchase our products and services through the contract without competitive bidding and other lengthy procedures. Accordingly, our customer base is already diversifying with the recent signing of the Round Rock ISD. Our terms for cellular enhancement services, as we build more diamond ringsreflected in the Laredo contract, are already pre-approved by the CTPA comprised of approximately 150 school districts in central Texas. We have, however, only done a few projects for private commercial enterprises (although we’ve done some notable buildings, such as the Johnson Space Center in Houston, Texas), and potentially deployhave not extensively pursued business in that sector of the market. The loss of our LPN-16.relationship with the CTPA would have a material adverse impact on our future results of operations, financial condition and business performance.

Revenue Model

Wytec's revenue model consists of integrating multiple wireless telecom services by utilizing the benefits of existing 4G carrier networks while strategically planning future 5G network development. This enables

Southwest Research Institute (“SwRI”) engaged us to economically develop services (4G Fail-over)serve as the general sub-contractor for the project launched by Bexar County, Texas, to build a network linking the County and several school districts in the County with enhanced internet and cellular service utilizing existing carrier networks (4G LTE) under attractive wholesale agreements while eventually migrating existing customerssmall cell technology. We had a pre-existing relationship with SwRI for several years regarding SwRI conducting trials and certifying our LPN-16 small cell innovation, which is ongoing with trials planned for 2022. Separately, Bexar County hired SwRI to a 5G planned network utilizing multiple other services without incurring normally associated high sales cost. The benefit of an existing nationwide network (4G) enablesadvise it with respect to the Private LTE project, and SwRI hired us to capture thousandsimplement it. We obtained the Laredo School District as a customer for our cellular enhancement service prior to the Bexar County project, and our service for the Laredo schools is ongoing. We expect, although there can be no assurance, to continue to obtain cellular enhancement orders from school districts in the area and beyond because of subscribers in preparationour work with the Laredo schools, our reasonable budgets for moving themthis infrastructure, our status as a preferred vendor to the Alliance, and our more robust 5G network, possibly without incurring a costly slow adoption rate. The significantly higher revenue withinexpanding relationship with the 4G sales is indicative of generating sales on an existing nationwide footprint of over 3,000 U.S. cities comparedCounty. We expect our customer base to Wytec's 5G networks forecasted to reach 145 cities overgradually diversify among the next five years.

Roadmap 2017-2020: Moving Toward the 5G Network 

The current generation of mobile networks continues to transform the way we communicate and access information. These networks and the associated smart phones, tablets and wearable devices are, however, stressing current network capabilities and hitting capacity limits while endeavoring to achieve seamless machine-to-machine and immersive human interactionsvarious schools that seek cellular enhancement services for a fully connected society-- business, healthcare, public safety and education, entertainmentconvenience, and more.among other entities, including commercial enterprises that may also order Private LTEs. We expect to generate a substantial majority of our future business internally and separate from SwRI.

To achieve

Agreement with Laredo School District

We entered into an In-Building Wireless Solution Agreement with the 5G network,Laredo Independent School District (“Laredo”) on or about September 19, 2019 (the “Laredo Agreement”) as a result of a RFP circulated by Laredo in 2019 for the entire landscape as well as ITU standardsdesign, installation and maintenance of a cellular enhancement system for Laredo’s schools and school buildings. The Laredo Agreement contains detailed specifications and performance requirements for the system. We won the contract with Laredo through competitive bidding and submission of a comprehensive response to the RFP. The price of the system for Laredo is fixed by turnkey cost covenants by us in the telecom industryLaredo Agreement. We are required to provide ongoing maintenance services for the system. These services are promised by us at fixed turnkey prices in approved budgets at contract commencement. The Laredo Agreement has an initial term of three years, subject to evaluation and renewal for up to two more years through September 19, 2024. Additional items not subject to the turnkey provisions can be ordered by Laredo or other ISDs that work under our contract by submission of purchase orders to us. Specified insurance certificates must be redefinedobtained and maintained during the term of the contract. We are required to supportfurnish standard minimum manufacturer’s warranties to Laredo, and Laredo does not waive any warranties, whether express or implied. Laredo has the substantial gainsright to terminate the Laredo Agreement for “cause” or without “cause” at any time. The Laredo Agreement provides that we indemnify Laredo for losses, costs or liabilities it may incur due to our performance of services or provision of goods. Laredo is not obligated to indemnify us. The Laredo Agreement confers on Laredo the right to audit our project books and records, and contains a “No Arbitration” clause. It also prohibits conflicts of interest in network capacity neededany matter involving or affecting the projects.

As a result of the Laredo RFP award, Wytec was chosen as the vendor of choice for the huge numberRound Rock ISD in Round Rock, Texas. Wytec utilized its SmartDAS™ solution to make the Nextivity technology compatible with various types of smart devices expectedvendor equipment. Wytec is continuing to come online between nowreceive purchase orders from both Round Rock and 2030.Laredo ISD’s for its In-building cellular solutions.

Agreement with Southwest Research Institute

In September 2020, we entered into a fixed price contract with SwRI for the design, configuration and construction of a private LTE for the County of Bexar in the State of Texas (the “SwRI Agreement”). The goal is that any applicationSwRI Agreement specifies a fixed price for the initial phase of the Bexar County LTE of $565,247. The SwRI Agreement includes the incorporation of small cells supplied by Nokia Corporation to confer 5G capability to the network. We expect, although there can be no assurance, two (2) more phases to complete the project, for which the budget for each phase will be ablelarger than the first phase. A portion of the first phase work was performed by us prior to connectthe signing of the SwRI Agreement in September and carried forward as a credit to anything at any time---driver-less vehicles, virtual reality, wearable devices, smart light poles, smart traffic lights, remote medial surgeryus. In that regard, payments are made by SwRI to us as specified milestones are achieved on the project. We invoice SwRI for payments due when milestones are accomplished, and SwRI is obligated to pay them within 15 days. Our invoices include milestone compliance information and certifications for SwRI’s reference and benefit. The first phase of work was completed on or about December 1, 2020, and the ordering of goodsfinal payment was received by us in December 2020.

SwRI does not waive any rights under the SwRI Agreement and services. Industry experts forecasthas the 5G network will drive business, economic and societal growth in unimaginable waysright to demand corrections by us after the work is completed. In addition, we must submit all close-out documents with the massive transformation and convergence of information and communications technologies.

final invoice. The 5G network will built upon certain portions of today's networks but will need to take advantage of innovations in new wireless radio access technologies and radio spectrums not previously considered in earlier mobile networks, and which can deliver data ratesclose-out documents are specified in the multiple gigabit per second rangecontract. Failure to any device. One ofmake this submission to SwRI can cause us to surrender certain rights and payments under the radio spectrums identified as being a key part of the 5G network is the use of millimeter wave spectrum. The Federal Communications Commission (FCC) locates the millimeter wave spectrum between 30GHz and 300GHz which sits between the microwave and infrared radio waves. This spectrum is now readily available for use in the latest WiFi standards (802.11ad) and operating in the 60GHz range. This spectrum and standard is seen by the FCC and researchers as an important means for bringing 5G by allocating more bandwidth to deliver faster, higher-quality video and multimedia content and services.

-40-

5G is presently in its early stages with dozens of international standards bodies collaborating on the parameters for 5G speeds, network latency, equipment specifications and the identification of new radio spectrum to support enhanced mobile broadband.  Several infrastructure, equipment and telecom providers have announced that they will conduct 5G network trials beginning in 2017 with 2020 being the first forecasted year of a large commercialized mobile 5G network service offering.SwRI Agreement.

Wytec currently uses millimeter wave spectrum and technology for the construction of our fixed-wireless networks now built in three markets. Millimeter wave powers our IB+, 5G Failover and Primary Internet connection service which offer cost savings and speed benefits that we believe current cable and other fixed wireless providers do not or cannot offer.

Competition

TheThere are numerous existing and commercially available methods of providing both small cell technology and high-speed Internet to multi-tenant commercial and residential units. This makes the telecommunications industry is highly competitive, rapidly evolving, and subject to rapid technology changes. Additionally, there are numerous telecommunications service companies that conduct extensive advertising campaigns to capture market share.share in this highly competitive market. We believe that the principal competitive factors affecting our lines of business will be pricing levels and clear pricing policies, customer service, and the variety of services offered.  Our abilityfor LPN-16 is its “neutral host” features allowing multiple carriers to compete effectively will depend upon our continued ability to maintain high-quality, market-driven services at prices generally equal to or below those charged by competitors.  To maintainhost on one small cell. Additionally, Wytec’s business model invokes a competitive posture, weuniversal placement strategy through its relationship with cities interested in universal support for its school districts. We believe that we must bethis has placed Wytec in a unique position to reduce our prices in order to meet reductions in rates, if any, by others.  Any such reductions could reduce profitability and make it cost prohibitive to continue asincorporate a going concern.  Many of our current and potential competitors have more financial, personnel and other resources than Wytec, including brand name recognition as well as other competitive advantages.neutral host small cell that has universal placement throughout a city.

Competition by Equipment (Small Cell). Our research, including the 2013 version of The HetnetHetNet Bible issued by SNS Research has identified approximately 19 Small Cellsmall cell vendors offering Small Cellsmall cell equipment to network developers. Most, if not all of those vendors utilize the same chipset and provide nearly identical form factors (housing) with standard rooftoputility pole and strand mount installations. We are, however, unaware of a single manufacturer who has developed an outdoor small sellcell device capable of transmitting multiple frequencies on multiple channels from a single device at a single site location without frequency interference like oursuch as the LPN-16 Small Cellsmall cell technology. We believe our LPN-16 Small Cellsmall cell access point will set a new standard in the mobile broadband industry. Wytec is now listed in the updated HetNet Bible version 2014-2020 Report on Small Cells,small cells, Carrier WiFi,Wi-Fi, and DAS forecast as a SCaaS provider.DAS.

Competition by Service: Site RentalService (Internet). .  On December 16, 2011, Crown Castle,There are a substantial number of local, regional, and national residential and commercial Internet Service Providers (“ISPs”) hosting data, voice and texting services in the second largest independent operatorUnited States. Publicly traded brands such AT&T, Verizon, T-Mobile, Sprint, Cox Communications, Spectrum, Comcast, and Tower Stream all provide both commercial and/or residential cellular and wired Internet services. Although we have our own hybrid wired-wireless network for delivering our own branded version of wireless communications tower sites with over 40,000 U.S. cell sites, purchased NextG Networks for $1.0 billion in cash. At the time, NextG was5G Internet services, we also provide, through wholesale agreements, a 4G LTE voice, text and data service through four of the largest U.S. providerwireless carriers. These services have significant competition from the carriers providing similar services at less cost and using other communications technologies unavailable to us, as well as having substantial financial resources and brand awareness that we do not have. While some of outdoor distributed antenna systems ("DAS") with over 7,000 nodes-on-airthese technologies and with an additional 1,500 nodes under construction.  The company provides network design, radio frequency engineering,services are now operational, others are being developed or may be developed. As a 4G LTE MVNO, we compete for customers based principally on providing better and site development services and primarily derives its revenues from site rental and network services to mobile carriers.  Carriers lease access from Crown Castle's DAS to install their own equipment for cellular distribution. Crown currently has 11,000 Small Cell nodes comprised mostly of DAS technology. Crown generated total revenues of $3.02 billion in 2013.lower cost services.

AmericanCompetition for Tower ("AMT")Site Location Rentals (Access). For the deployment of Wytec’s small cell, adequate access to rights-of-way on towers and utility poles is the largest independent cell site operator in the United States with a portfolio of 67,418 domestically and 39,330 internationally owned towers along with 349 DAS networks providing seamless coverage for both in-building and outdoor wireless locations. AMT primarily contracts rooftop space on tall buildings and lease antenna nodes/sites to carriers, radio and television broadcast companies, wireless data providers, government agencies, municipalities and tenants innecessary. There are a number of other countries accountinglocal, regional, and national parties interested in tower/utility pole space access. This includes the equipment used by various public utilities, including electric utilities, major cellular carriers, fiber optic companies and cable companies, and may also include equipment placed by the municipality for 98% of AMT's total revenues.  AMT also provides network development services, which include site acquisition, zoning and permitting services and structural analysis, which support their site leasing business.  AMT had $3.4 billion in 2013 revenues.

-41-

Intellectual Propertypublic safety.

Intellectual Property

Wytec owns an interest in five (5) U.S. patents related to local multipoint distribution service ("LMDS")LMDS or millimeter technology.technology, all of which are now expired. In April 2014, the Companywe filed a provisional patent representing the LPN-16 Small Cellsmall cell device. In March 2015, the Company filed a Taiwanese Patent Application along with Patent Cooperation Treaty (PCT)(“PCT”) application for Patentpatent filings in additional countries. We cannot assure that we do notIn May 2017, Wytec was granted a patent for its LPN-16 technology and will not infringe ondevice by the intellectual property rightsUSPTO, patent number 9,807,032. In December of other parties, or that our Patents will be enforceable.2020, Wytec was granted a second patent for additional claims to its LPN-16 and device by the USPTO, patent number 10868775 B2. We may be subject to legal proceedings and claims in the ordinary course of business and third parties may sue us for intellectual property infringement or initiate proceedings to invalidate our intellectual property. Moreover, should we be found liable for infringement, we may be required to enter into licensing agreements (if available on acceptable terms or at all), pay damages or curtail our product and service offerings. We may also need to redesign some of our products or services to avoid future infringement liability. Any of the foregoing could prevent us from competing effectively and could adversely affect our business.

Government

Government Regulation

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

Legal Proceedings

As of the date hereof, we are not a party to any material legal or administrative proceedings. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

Employees

As of NovemberSeptember 30, 2016,2021, we have ten (10) full-time employees. PriorCurrently, there are no organized labor agreements or union agreements between us and our employees. Assuming we can earn additional revenue through organic growth, acquisitions and strategic alliances during 2021, we may need to August 1, 2016,hire additional employees. In the interim, we utilizedintend to use the services of those ten (10) full-time employeesindependent consultants and contractors to perform various professional services when they were employed by Wytec's parent company, CCI, includingappropriate. We believe the use of third-party service providers may enhance our executive officer.

Propertyability to control general and administrative expenses and operate efficiently.

We currently share approximately 3,395 square feet of office space at 19206 Huebner Road, Suite 202, San Antonio, Texas 78258 with CCI for which we currently pay no share of the rent.  CCI pays approximately $5,412 per month for rent for that office space.  On November 1, 2016 it will increase to $5,520 per month and on November 1, 2017 it will increase to $5,630 per month until the lease expires on October 31, 2018.  CCI has the ability to extend the lease on a month to month basis at the end of the current lease term.  After the Spin-Off, we expect to continue to share the existing office space with CCI, with CCI continuing to be lessee until a new lease is made.  CCI and Wytec intend to agree on a new allocation of rental expense in the near future.

Seasonality

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

MANAGEMENT

Executive Officers and Directors Following the Spin-Off

The following table provides information concerning each officersets forth the names and directorages of Wytec. Allall of our directors hold office until the next annual meetingand executive officers. Our Board of stockholdersDirectors (our “Board”) is currently comprised of three members, who are elected annually to serve for one year or until their successors have beensuccessor is duly elected and qualified.qualified, or until their earlier resignation or removal. Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of Directors. Upon completion of this offering, we expect to add four independent directors to the Board.

-42-Executive Biographies

William H. Gray has been the chairman and chief executive officer president, chief financial officer, and secretary of Wytec since November 2011, the president of Wytec since April 2020, the interim chief financial officer and corporate secretary of Wytec since May 2021, a director of CCICompetitive Companies, Inc., a Nevada corporation and the former parent company of Wytec (“CCI”), since November 2008, and the chief executive officer, president, and chief financial officer of CCI since February 10, 2009. Mr. Gray was the president of Wytec from November 2011 to September 2019, the chief financial officer of Wytec from November 2011 to January 2020, and the corporate secretary of Wytec from November 2011 to April 2014 and again from November 2015 to February 2019. Mr. Gray was the secretary of CCI from February 2009 to April 2014 and again since July 2015. Mr. Gray has over 19 years of experience in the planning, development, and implementation of wide area networks in both wired and wireless infrastructures.configurations. As the president and chief executive officer of Wireless Wisconsin, LLC, a wholly owned subsidiary of CCI, he developed one of the state’s first internet service providers ("ISPs")ISPs to enter into the internet industry by forming and developing a statewide telecommunications network in the state of Wisconsin starting in 1995. Wireless Wisconsin, LLC later became one of the first ISP'sISPs to become a competitive local exchange carrier ("CLEC") in the state of Wisconsin.  Mr. Gray also structured one of the first joint venture relationships with an electric utility operation, Jackson Electric COOP, for offering internet access to utility customers.  It produced an adoption rate of more than 1,500 subscribers within 30 days.  Total subscribers exceeded 12,000.  During the last 19 years, Mr. Gray has participated in negotiating numerous Tier One carrier contracts establishing a network extending beyond every major city in the United States.  In addition to negotiating and executing carrier contracts, Mr. Gray has also negotiated and executed a pole attachment agreement with one of the largest utility pole owners in the United States, Excel Energy, which owns more than 1,000,000 utility poles.  In 2011, as the chief executive officer of Wytec, Mr. Gray negotiated Wytec's acquisition of five patents involving high speed millimeter wave broadband transmission, setting the pace for Wytec's most recent patent application covering LPN-16 Small Cell technology, filed in July 2014.  Subsequent to the filing, Mr. Gray negotiated and executed an agreement with Level 3 Communications, the largest CLEC in the United States, which provides Wytec with rooftop access to all Level 3 owned buildings in the United States.  In addition to his experience in the telecommunications industry, Mr. Gray has held a Series 7 securities license working for one of the largest municipal bond houses in the United States, Underwood Newhaus, which was later acquired by Kemper Capital Markets, where he was marketing and managing more than $100M in investment grade securities to banks, insurance companies, and pension funds.  Additionally, Mr. Gray is the founder of Innovation Capital Management, Inc. ("ICM"), a Nevada corporation formed in May 2008.  ICM has been relatively dormant but plans to sponsor a financing facility in the future. ICM is also the owner of ICM LLC.  Mr. Gray was also the president and chief executive officer of DiscoverNet, Inc. from May of 1997 until it entered into Chapter 7 bankruptcy in August 2009.  DiscoverNet was a wholly owned subsidiary of CCI.  Its assets were assumed by Wireless Wisconsin, LLC, a wholly owned subsidiary of CCI, in 2010.  DiscoverNet, Inc. was a full service Internet Service Provider deploying wireless broadband internet throughout western Wisconsin and was incorporated in July 1996.  Mr. Gray is also the chairman, chief executive officer, chief financial officer and secretary of WyLink, Inc., a wholly owned subsidiary of Wytec formed in June 2012, and Capaciti Networks, Inc., a wholly owned subsidiary of Wytec formed in June 2013.  With this dual experience in both telecom and finance, Mr. Gray has been able to found and sustain the CCI group of companies through organic as well as merger and acquisition growth since 1995.

Mr. Gray's qualifications:

• Leadership experience - Mr. Gray has been our chairman and chief executive officer of CCI since February 2009 and is the founder of Wytec International, Inc., WyLink, Inc., Innovation Capital Management, Inc., Innovation Capital Management LLC, Wireless Wisconsin, LLC and Capaciti Networks, Inc.

• Finance experience - Mr. Gray has designed and developed multiple securities investment products and programs as well as complex financial projections and pro forma models. He has extensive knowledge with billing and accounting systems such as QuickBooks and Platypus. Additionally, he has substantial experience with industry billing systems and financial software integration. Mr. Gray has established the Company's accounting, billing and merchant integration systems for the Company.

• Industry experience - Mr. Gray has more than 16 years of experience and been intricately involved in the internet industry since 1995.

• Education experience - Mr. Gray attended Navarro Jr. College, Howard Payne University and Texas A&M University majoring in Psychology.

Angus DavisMark J. Richardson has been the chief strategy officer of Wytec since January 2014, a director of Wytec since AprilSeptember 2019. He has been a securities lawyer since he graduated from the University of Michigan Law School in 1978. He practiced as an associate and partner in large law firms until 1993, when he established his own practice under the name Richardson & Associates. He has been the principal securities counsel on a variety of equity and debt placements for corporations, partnerships, and real estate companies. His practice includes public and private offerings, venture capital placements, debt restructuring, compliance with federal and state securities laws, representation of publicly traded companies, Nasdaq and FINRA filings, corporate law, partnerships, joint ventures, mergers, asset acquisitions, and stock purchase agreements. As a partner in a major international law firm in the 1980’s, Mr. Richardson participated in the leveraged buyout and recapitalization of a well-known producer of animated programming for children, financed by Prudential Insurance and Bear Stearns, Inc. He was also instrumental in restructuring the public debentures of a real estate company without resorting to a bankruptcy proceeding. From 1986 to 1993 Mr. Richardson was a contributing author to State Limited Partnerships Laws – California Practice Guide, Prentice Hall Law and Business. Prior to receiving his juris doctor degree cum laude from the University of Michigan Law School in 1978, Mr. Richardson received a Bachelor of Science degree summa cum laude in Conservation from the University of Michigan School of Natural Resources in 1975, where he earned the Bankstrom Prize for academic excellence and achieved Phi Beta Kappa honors. Mr. Richardson is an active member of the Los Angeles County and California State Bar Associations, including the Section on Corporations, Business and Finance and the Section on Real Estate. Richardson & Associates is outside corporate legal counsel for the Company.

Erica Perez came to Wytec in January of 2014 with more than 19 years of technical systems experience. Most recently, Erica was appointed to serve on the Board in November 2021. Erica has an Associates of Applied Science degree in Wide and Local Area Networks. She has played a crucial role in Wytec’s software integration, operations processes, and database management. Due her vast knowledge in both Wytec’s systems and investor processes, Erica is an integral part of the Company’s total communications to its customers and investors. Her role in operations includes significant project management capacity, to include onboarding wireless service networks for school districts in Texas. Her exceptional problem-solving skills and ability to wear many hats has made her an invaluable asset and leader in the Company.

Dr. Samuel Khoury will be appointed to serve on the Board prior to the offering. Dr. Khoury is the president of Inavisis, Inc., a role he has had since he formed the company in 2000. Inavisis is a company that leverages intellectual property. Dr. Khoury has a Ph.D. in Polymer Chemistry and an M.B.A. in Finance. He was a key employeemember of Wytecthe team that developed and implemented the Intellectual Asset Management program within The Dow Chemical Company. Dr. Khoury specializes in the valuations of advanced and novel technologies in several industries. He was instrumental in developing valuation tools such as the Technology Factor method and Technology Valuation Management System (“TVMS”). Dr. Khoury served on the board of the Licensing Executive Society and established a global network of contacts that helps in marketing new technologies to companies on a global basis.

Christopher Stuart will be appointed to serve on the Board prior to the offering. After receiving his Bachelor’s Degree in Construction Management from July 2012Louisiana State University, Mr. Stuart began his career in the construction industry at Buquet & Leblanc, where he went on to January 2014.  Mr. Davis has also been a key employeebecome an owner of CCI since July 2012the company until 2003. He founded Stuart & Company that same year, using his passion and unparalleled leadership skills to grow the company into the contracting firm it is today.

Family Relationships and Other Arrangements

There are no family relationships among our directors and executive officers. Other than as set forth above, there are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director of CCI since April 2014.  Mr. Davis has been a senioror executive and advisorofficer.

Involvement in strategic operational planning and process improvement for 15 years.  Prior to joining CCI from July 2007 to July 2012, Mr. Davis worked for the Texas Division of Teen Challenge as vocational coordinator in charge of product development, manufacturing operations and personnel

-43-

management.  His area of expertise is in creating value, building high-performance teams, and leading sophisticated business transactions.  Mr. Davis also worked as the senior principal strategist for Rainmaker Marketing Corporation, where he worked in the design and development of senior housing services and program management for private developers.  Mr. Davis also led a project team of architects, attorneys, and specialized consultants in the first $200 million public bond float for a private developer in New Orleans after hurricane Katrina.  He helped design and implement the Americans Rebuilding America program which provides a multi-million dollar A-rated bonding facility for service-disabled veteran contractors.  Mr. Davis is an army veteran with seven years of service in the United States Army and Army Reserve.  Mr. Davis oversees our intelligent community strategy and public private partnership alliances and has a degree in business management from American Intercontinental University, which he received in October 2004.Certain Legal Proceedings

Mr. Davis' qualifications:

• Leadership experience - Mr. Davis has beenTo our chief strategy officer since January 2014.

• Industry experience - Mr. Davis has over 15knowledge, during the last ten years, of experience as a senior executive and advisor in strategic operational planning and process improvement.

• Technology and education experience - Mr. Davis has a degree in business management from American Intercontinental University.

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

Director Independence

Our board of directors currently consists of two directors.  Neithernone of our directors, is "independent" as definedexecutive officers, promoters or control persons have:

Board Leadership Structure and Role in Rule 4200Risk Oversight

The Board has three standing committees: Audit, Compensation and Corporate Governance/Nominating. The membership of FINRA's listing standards.  We plan to appoint additional independent directors to our boardeach of directors in the future.

Committeescommittees of the Board is comprised of Directorsindependent directors, with each of the committees having a chairman, each of whom is an independent director. Our non-management members of the Board will meet in executive session at each regular Board meeting. The charter of each committee will be available on our website at www.wytecintl.com.

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

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

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

Audit Committee

We planhave a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Audit Committee’s responsibilities include, among other things: (i) selecting and retaining an independent registered public accounting firm to establish an audit committee, aact as our independent auditors, setting the compensation committee,for our independent auditors, overseeing the work done by our independent auditors and a nominatingterminating our independent auditors, if necessary, (ii) periodically evaluating the qualifications, performance and governance committee.  Until such committees are established, matters otherwise addressed by such committees will be acted upon by the whole board.  The following is a brief descriptionindependence of our contemplated committees.

Audit Committee

We plan to establish an audit committee.  The functions of the audit committee will include:

• meeting with management periodically to consider the adequacy of our internal controlsindependent auditors, (iii) pre-approving all auditing and the objectivity of our financial reporting;

• engaging and pre-approving audit andpermitted non-audit services to be renderedprovided by our independent auditors;

• recommending to the board of directors the engagement of our independent auditors, and oversight of the work of the independent auditors;

• (iv) reviewing our financial statements and periodic reports and discussing the statements and reports with management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;

• establishing procedures for the receipt, retention and treatment of complaints received by our regarding accounting, internal accounting controls and auditing matters; and

• administering and discussing with management and our independent auditors our codeannual audited financial statements and our quarterly reports prior to filing such reports with the Securities and Exchange Commission, or the SEC, including the results of ethics.our independent auditors’ review of our quarterly financial statements, and (v) reviewing with management and our independent auditors significant financial reporting issues and judgments made in connection with the preparation of our financial statements. The Audit Committee also prepares the Audit Committee report that is required to be included in our annual proxy statement pursuant to the rules of the SEC. We have adopted an audit committee charter which following the consummation of this offering will be posted on our investor website.

As of the completion of this offering the Audit Committee will consist of three members. Committee members will be Christopher Stuart and Dr. Samuel Khoury. Prior to the consummation of the offering, the Company will appoint an additional independent director as the chairman of the Audit Committee. Under the applicable rules and regulations of the Nasdaq Stock Market, each member of the committee must be considered independent in accordance with Nasdaq Listing Rule 5605(c)(2)(A)(i) and (ii) and Rule 10A-3(b)(1) under the Exchange Act. The Board has determined that each of the members is “independent” as that term is defined under applicable Nasdaq and SEC rules.

Compensation Committee

We planhave a separately-designated Compensation Committee. The purpose of the Compensation Committee is to establish a compensation committee. The functions of our compensation committee will include:

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

-44-

• exercising

  37

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

  As of completion of this offering, the Compensation Committee will consist of three members. The chairman of the Compensation Committee is Christopher Stuart. Dr. Samuel Khoury will also be a member of the Compensation Committee. Prior to the consummation of the offering, the Company will appoint an additional independent director to the Compensation Committee. The Board has determined that all of the members are “independent” under certainNasdaq Listing Rule 5602(a)(2).

  Corporate Governance/Nominating Committee

  The Corporate Governance/Nominating Committee has responsibility for assisting the Board in, among other things, (i) effecting Board organization, membership and function, including identifying qualified board nominees, (ii) effecting the organization, membership and function of our employee benefit plans;the committees of the Board, including the composition of the committees of the Board and

• reviewing recommending qualified candidates for the committees of the Board, (iii) evaluating and approvingproviding successor planning for the chief executive officer and our other executive officers, (iv) identifying and evaluating candidates for director indemnificationin accordance with certain general and insurance matters.

Corporate Governance and Nominating Committee

We plan to establish a corporate governance and nominating committee. The functions of our corporate governance and nominating committee will include:

• specific criteria, (v) developing and recommending to our board of directors ourthe Board Corporate Governance Guidelines and any changes thereto, setting forth the corporate governance guidelines;

• principles applicable to us, and overseeing compliance with the evaluationour Corporate Governance Guidelines, and (vi) reviewing potential conflicts of interest involving directors and determining whether such directors may vote on issues as to which there may be a conflict. The Corporate Governance/Nominating Committee is responsible for identifying and evaluating candidates for director. Potential nominees are identified by the Board based on the criteria, skills and qualifications that are deemed appropriate by the Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee believes that candidates for director should have certain minimum qualifications, including high character and integrity, an inquiring mind and vision, willingness to ask hard questions, ability to work well with others, freedom from conflicts of interest, willingness to devote sufficient time to the Company’s affairs, diligence in fulfilling his or her responsibilities and the capacity and desire to represent the best interests of the Company and our boardstockholders as a whole and not primarily a special interest group or constituency. While our nominating criteria does not prescribe specific diversity standards, the Corporate Governance/Nominating Committee and its independent members seek to identify nominees that have a variety of directors;

• identifying qualified candidates to become membersperspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board. We have adopted a corporate governance/nominating committee charter which following the consummation of our board of directors;

• selecting nominees for election of directors at the next annual meeting of shareholders (or special meeting of shareholders at which directors are tothis offering will be elected); and

• selecting candidates to fill vacanciesposted on our boardinvestor website.

  As of directors.

Compensationcompletion of this offering, the Corporate Governance/Nominating Committee Interlocks and Insider Participation

Once established, no memberwill consist of our compensation committeethree members. Dr. Samuel Khoury is the chairman of the Corporate Governance/Nominating Committee. Christopher Stuart will serve asalso be a member of the boardCorporate Governance/Nominating Committee. Prior to the consummation of directors or the compensation committeeoffering, the Company will appoint an additional independent director to the Corporate Governance/Nominating Committee. The Board has determined that all of any entity that has one or more executive officers who serve on our board of directors or compensation committee. No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.members are “independent” under Nasdaq Listing Rule 5605(a)(2).

Code of Business Conduct and Ethics

We have adopted a code of conduct that applies to all of our directors, officers and employees. The text of the code of conduct has beenwill be posted on our internet website and can be viewed at http://www.Wytec International.com.wytecintl.com. Any waiver of the provisions of the Code of Conduct for executive officers and directors may be made only by the audit committee and, in the case of a waiver for members of the audit committee, by the board of directors. Any such waivers will be promptly disclosed to our shareholders.

Limitation of Liability and Indemnification of Officers and Directors

Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Nevada law.  Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:

• any breach of their duty of loyalty to the corporation or its stockholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions; or

• any transaction from which the director derived an improper personal benefit.

Our bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by law.  We believe that indemnification under our bylaws covers at least negligence and gross negligence on the part of indemnified parties.  Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our bylaws permit such indemnification.

We intend to enter into separate indemnification agreements with our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, will provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or

officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise.  We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

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

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table ("Named Executive Officers"), and executive officers that we may hire in the future. As more fully described below, our board of directors makes all decisions for the total direct compensation of our executive officers, including the Named Executive Officers.  We do not have a compensation committee, so all decisions with respect to management compensation are made by the whole board.

Compensation Program Objectives and Rewards

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

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

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

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

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

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

-46-

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

Benchmarking

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

The Elements of Wytec's Compensation Program

Base Salary

Executive officer base salaries are based on job responsibilities and individual contribution.  The board reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. None of our Named Executive Officers have employment agreements with us.  Additional factors reviewed by the board of directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance.  For the year ended December 31, 2015, all executive officer base salary decisions were approved by the board of directors.

Our board of directors determines base salaries for the Named Executive Officers at the beginning of each fiscal year, and the board proposes new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions.  We do not have a 401(k) Plan, but if we adopt one in the future, base salary would be the only element of compensation that would be used in determining the amount of contributions permitted under the 401(k) Plan.

Incentive Compensation Awards

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

Equity Incentive Awards

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

-47-

Benefits and Prerequisites

At this stage of our business we have limited benefits and no prerequisites for our employees other than health insurance and vacation benefits that are generally comparable to those offered by other small private and public companies or as may be required by applicable state employment laws.  We do not have a 401(k) Plan or any other retirement plan for our Named Executive Officers.  We may adopt these plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.

Separation and Change in Control Arrangements

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

Our Anticipated Compensation Program Following This Distribution

We are currently in the process of determining the compensation programs we anticipate implementing for our senior executives, including our Named Executive Officers following the Distribution. We will include the additional disclosure in subsequent amendments to this prospectus.

Executive Compensation

The following table summarizes compensation paid or accrued by us for the years ended December 31, 20152019 and December 31, 20142020 for services rendered in all capacities, by our chief executive officer and our other most highly compensated executive officers during the fiscal years ended December 31, 20152020 and December 31, 2014.2019.

Summary Compensation Table