Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarter ended: March 31, 2020

 

or

 

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

 

For the Transition Period from ___________ to____________

 

Commission File Number: 333-215496

 

Wytec International, Inc.

(Exact Name of registrant as specified in its charter)

 

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

 

19206 Huebner Rd., Suite 202

San Antonio, TX 78258

(Address of principal executive offices and Zip Code)

 

(210) 233-8980

(Registrant’s telephone number, including area code)

 

 

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

 

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	N/A	N/A

 

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

Yes ý No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No ¨

 

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

 

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer  x	Smaller reporting company x
	Emerging growth company o

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

 

As of July 30, 2020, there were 5,512,120 shares outstanding of the registrant’s common stock.

 

 

 

 

WYTEC INTERNATIONAL, INC.

 

FORM 10-Q

 

March 31, 2020

Table of Contents

 

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	2
	Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	2
	Consolidated Statements of Operations for the Three Months ended March 31, 2020 and March 31, 2019 (unaudited)	3
	Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2020 and March 31, 2019 (unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2020 and March 31, 2019 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	MINE SAFETY DISCLOSURES	21
ITEM 5.	OTHER INFORMATION	21
ITEM 6.	EXHIBITS	22
	SIGNATURES	23

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

WYTEC INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		March 31,				December 31,
		2020				2019
Assets
Current assets:
Cash		$	740,799			$	619,104
Accounts receivable			87,865				93,800
Inventory			39,634				–
Prepaid expenses and other current assets			3,374				13,286
Total current assets			871,672				726,190
Property and equipment, net			76,229				80,273
Operating lease, right-of-use assets			342,855				386,742
Total assets		$	1,290,756			$	1,193,205
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses		$	182,340			$	68,614
Accounts payable, related party			98,399				76,280
Other payable			895,000				895,000
Operating lease, right-of-use obligation, current portion			152,905				150,909
Total current liabilities			1,328,644				1,190,803
Long-term liabilities:
Operating lease, right-of-use obligation, long term portion			200,047				237,042
Long-term debt, net of unamortized discount			548,891				–
			748,938				237,042
Total liabilities			2,077,582				1,427,845
Stockholders' deficit:
Preferred stock, $0.001 par value 20,000,000 shares authorized: Series A convertible preferred stock, par $.001, 4,100,000 shares designated, 2,560,000 and 2,560,000 shares issued and 2,460,000 shares and 2,460,000 shares outstanding			2,560				2,560
Series B convertible preferred stock, par $.001, 6,650,000 shares designated, 3,735,784 shares and 3,735,784 shares issued, 3,691,249 shares and 3,691,249 shares outstanding			3,735				3,735
Series C convertible preferred stock, par $.001, 1,000 shares designated, 1,000 and 1,000 outstanding			1				1
Common stock, $0.001 par value, 495,000,000 shares authorized, 29,594,568 shares and 29,564,014 shares issued, 5,460,120 shares and 5,429,566 shares outstanding			29,595				29,564
Additional paid-in capital			25,529,084				25,207,137
Accumulated deficit			(20,992,333	)			(20,118,169	)
Treasury stock:
Common stock, at cost, 24,134,448 shares and 24,134,448 shares			(5,100,218	)			(5,100,218	)
Series A convertible preferred stock, at cost, 100,000 shares and 100,000 shares			(179,368	)			(179,368	)
Series B convertible preferred stock, at cost, 44,535 shares and 44,535 shares			(79,882	)			(79,882	)
Total stockholders' deficit			(786,826	)			(234,640	)
Total liabilities and stockholders' deficit		$	1,290,756			$	1,193,205

 

See accompanying notes to unaudited consolidated financial statements

 

 

 

 

WYTEC INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended
		March 31,
		2020				2019
Revenue		$	225,456			$	37,718
Cost of sales			212,422				12,732
Gross profit			13,034				24,986
Expenses:
Selling, general and administrative			865,359				601,514
Research and development			4,725				–
Depreciation and amortization			9,544				49,501
Operating expenses, net			879,628				651,015
Net operating loss			(866,594	)			(626,029	)
Other income (expense):
Interest income			20				47
Interest expense			(7,590	)			–
Total other income (expense)			(7,570	)			47
Net loss		$	(874,164	)		$	(625,982	)
Weighted average number of common shares outstanding - basic and fully diluted			5,444,843				4,991,490
Net loss per share - basic and fully diluted		$	(0.16	)		$	(0.13	)

 

See accompanying notes to unaudited consolidated financial statements

 

 

 

 

WYTEC INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

 

		Class A								Class B								Class C																Common
			Preferred Stock								Preferred Stock								Preferred Stock								Common Stock								Treasury Stock
			Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount
Balance, December 31, 2019			2,560,000			$	2,560				3,735,784			$	3,735				1,000			$	1				29,564,014			$	29,564				24,134,448			$	(5,100,218	)
Issuance of common stock for services			–				–				–				–				–				–				10,554				11				–				–
Issuance of common stock for cash			–				–				–				–				–				–				20,000				20				–				–
Issuance of Warrants for Service			–				–				–				–				–				–				–				–				–				–
Issuance of detachable warrants with Debt			–				–				–				–				–				–				–				–				–				–
Net loss for the three months ended March 31, 2020			–				–				–				–				–				–				–				–				–				–
Balance, March 31, 2020			2,560,000			$	2,560				3,735,784			$	3,735				1,000			$	1				29,594,568			$	29,595				24,134,448			$	(5,100,218	)
Balance, December 31, 2018			2,560,000			$	2,560				3,735,784			$	3,735				1,000			$	1				29,106,868			$	29,107				24,134,448			$	(5,100,218	)
Issuance of common stock			–				–				–				–				–				–				28,140				28				–				–
Net loss for the three months ended March 31, 2019			–				–				–				–				–				–				–				–				–				–
Balance, March 31, 2019			2,560,000			$	2,560				3,735,784			$	3,735				1,000			$	1				29,135,008			$	29,135				24,134,448			$	(5,100,218	)

 

See accompanying notes to unaudited consolidated financial statements

 

 

 

 

WYTEC INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

(Continued)

 

		Class A Preferred								Class B Preferred								Additional								Total Stockholders'
		Treasury Stock								Treasury Stock								Paid-in				Accumulated				Equity
		Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance, December 31, 2019			100,000			$	(179,368	)			44,535			$	(79,882	)		$	25,207,137			$	(20,118,169	)		$	(234,640	)
Issuance of common stock for services			–				–				–				–				52,759								52,770
Issuance of common stock for cash			–				–				–				–				99,980				–				100,000
Issuance of Warrants for Service			–				–				–				–				89,155				–				89,155
Issuance of detachable warrants with Debt			–				–				–				–				80,053				–				80,053
Net loss for the three months ended March 31, 2020			–																–				(874,164	)			(874,164	)
Balance, March 31, 2020			100,000			$	(179,368	)			44,535			$	(79,882	)		$	25,529,084			$	(20,992,333	)		$	(786,826	)
Balance, December 31, 2018			100,000			$	(179,368	)			44,535			$	(79,882	)		$	23,131,864			$	(17,264,788	)		$	543,011
Issuance of common stock			–				–				–				–				115,023				–				115,051
Net loss for the three months ended March 31, 2019			–				–				–				–				–				(625,982	)			(625,982	)
Balance, March 31, 2019			100,000			$	(179,368	)			44,535			$	(79,882	)		$	23,246,887			$	(17,890,770	)		$	32,080

 

See accompanying notes to unaudited consolidated financial statements

 

 

 

 

WYTEC INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Three Months
		Ended March 31,
		2020				2019
Cash flows from operating activities
Net loss		$	(874,164	)		$	(625,982	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			9,544				49,501
Amortization of debt discount			3,944				–
Stock based compensation			141,925				–
Non-cash lease expense			43,887				–
Decrease (increase) in operating assets
Accounts receivable			5,935				(416	)
Inventory			(39,634	)			–
Prepaid expenses and other assets			9,912				(28,657	)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses			113,726				(149,930	)
Accounts payable, related party			22,119				–
Operating lease liability			(34,999	)			–
Net cash used in operating activities			(597,805	)			(755,484	)
Cash flows from investing activities
Purchase of construction in progress equipment			–				(11,354	)
Purchase of equipment			(5,500	)			–
Net cash used in investing activities			(5,500	)			(11,354	)
Cash flows from financing activities
Proceeds from issuance of non-convertible notes			625,000				–
Proceeds from issuance of common stock			100,000				90,051
Net cash provided by financing activities			725,000				90,051
Net increase (decrease) in cash			121,695				(676,787	)
Cash - beginning of period			619,104				1,721,135
Cash - end of period		$	740,799			$	1,044,348
Supplemental disclosures:
Interest paid		$	–			$	–
Income taxes paid		$	–			$	–
Non-cash investing and financing activities:
Issuance of detachable warrants with Debt		$	80,053			$	–
Issuance of common stock in exchange for registered link and equipment		$	–			$	25,000

 

See accompanying notes to unaudited consolidated financial statements

 

 

 

 

WYTEC INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE A – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation: The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on June 29, 2020. The results for the three months ended March 31, 2020, are not necessarily indicative of the results to be expected for the year ended December 31, 2020. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

 

Description of Business and Principles of Consolidation: Wytec International, Inc. (“Wytec”), a Nevada corporation, designs, manufactures, and installs carrier-class Wi-Fi Solutions in the 70 and 80 gigahertz licensed frequency program to local government, Mobile Service Operations, National Telecommunications Operators, and corporate enterprises. The accompanying Consolidated Financial Statements include the accounts of Wytec and its subsidiaries, after elimination of all material intercompany accounts, transactions, and profits. Consolidated subsidiaries of Wytec include:

 

Wylink Inc. (Wylink), a Texas corporation and wholly owned subsidiary, has been engaged in the sale of Federal Communications Commission (“FCC”) registered links participating in the 70 and 80 gigahertz licensed frequency program (the “Program”). The Program allows qualified individuals to own a segment of the “backhaul” infrastructure of Wytec’s city-wide business deployment.

 

Capaciti Networks, Inc. (“Capaciti”), a Texas corporation, has been engaged in the sale of wired and wireless services, including products, wireless data cards, back office platform and rate plans to their commercial and enterprise clients.

 

Collectively, Wytec and subsidiaries, are referred to as “we,” “our,” “us,” or the “Company.”

 

Basis of Accounting: The accompanying financial statements have been prepared by the Company’s management in accordance with U. S. generally accepted accounting principles (“GAAP”) and applied on a consistent basis.

 

Revenue and Cost Recognition. Revenue is recognized by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. We implemented this standard using the modified retrospective method. While adoption of this standard required additional disclosures, adoption did not have a material impact on our consolidated financial statements and no adjustments were made to prior periods end (iii) sales of testing, commissioning, and integration services.

 

Revenues from network and other services including fixed wireless services totaled $225,456 and $37,718 for the three-month periods ended March 31, 2020, and 2019, respectively. Network service revenues are recognized each month as services are rendered.

 

Any deposits received from a customer prior to delivery of the purchased product or monies paid to us prior to the period for which a service is provided are accounted for as deferred revenue on the consolidated balance sheet.

 

 

 

 

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

 

Allowance for Doubtful Accounts: The allowance for doubtful accounts is evaluated on a regular basis through periodic reviews of the collectability of the receivables in light of historical experience, adverse situations that may affect our customers' ability to repay, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Accounts receivable are determined to be past due based on how recently payments have been received and those considered uncollectible are charged against the allowance account in the period they are deemed uncollectible. No allowance for trade accounts receivable was determined to be necessary at March 31, 2020 and December 31, 2019.

 

Operating Leases Right-of-use Assets and Operating Lease Obligations: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)." This update requires that a lessee recognize in the statement of financial position a liability to make lease obligations and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease obligations. Similar to current guidance, the update continues to differentiate between finance leases and operating leases, however, this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. The updated guidance leaves the accounting for leases by lessors largely unchanged from existing GAAP. The guidance became effective for us on January 1, 2019.

 

We adopted obligations on these provisions on January 1, 2019 using the optional transition method that permits us to apply the new disclosure requirements in 2019 and continue to present comparative period information as required under FASB ASC Topic 840, "Leases." We did not have a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. We elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed us to exclude leases with an initial term of 12 months or less from the right-of-use assets and obligations. Adoption of the standards had no impact on results of operations or liquidity.

 

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

 

 

NOTE B – GOING CONCERN

 

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $20,992,333 at March 31, 2020, 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. 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

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. Management expects to continue to seek additional funding through private or public equity sources and will seek debt financing.

 

 

 

 

 

NOTE C – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

		March 31,				December 31,
		2020				2019
Telecommunication equipment and computers		$	1,098,401			$	1,092,901
Less: accumulated depreciation			(1,022,172	)			(1,012,628	)
		$	76,229			$	80,273

 

Depreciation expense for the three months ended March 31, 2020 and 2019 was $9,544 and $49,501, respectively.

 

 

NOTE D – DEBT

 

The Company’s debt consists of the following:

 

$625,000 of 7% unsecured notes payable due August 2021, net of unamortized discount of $76,109		$	548,891
		$	548,891

 

In February, 2020 we issued a note in the amount of $625,000 bearing simple interest at a rate of 7% per annum to one shareholder due August, 2021. The note contains a feature that allows the Company to extend the maturity date up to six months, twice, in the Company’s sole discretion. This note was issued along with 62,500 common stock purchase warrants that were determined to have a fair market value of $80,053 on the issuance date, which was recorded as a debt discount and amortized over the term of the notes, with $3,944 amortized in the current quarter and reported in the income statement as interest expense.

 

The following is a summary of principal maturities during the next five years:

 

2021

$

625,000

 

 

NOTE E – LEASES

 

The Company leases facilities and office equipment under various operating leases, which generally are expected to be renewed or replaced by other leases. For the three-month periods ended March 31, 2020 and 2019, operating lease expense totaled $51,010 and $46,179, respectively.

 

The weighted average remaining lease term is 2.71 years and weighted average discount rate is 5.5% as of March 31, 2020.

 

 

 

 

Future minimum lease payments as of March 31, 2020 are as follows:

 

2020 (nine months remaining)		$	126,329
2021			151,038
2022			48,188
2023			42,383
2024			5,969
Thereafter			1,919
Total minimum lease payments			375,826
Less: imputed interest			(22,874	)
Present value of minimum lease payments			352,952
Less: current portion of lease obligation			(152,905	)
Long-term lease obligation		$	200,047

 

 

NOTE F – WARRANTS

 

The Company has common stock purchase warrants outstanding at March 31, 2020 to purchase 2,368,800 shares of common stock exercisable until various dates through December 31, 2022. The warrants are exercisable at the following amounts and rates: 2,000,000 of which are exercisable at an exercise price of $1.00 per share and 62,500 of which are exercisable at an exercise price of $5.00 per share, and 306,300 of which are exercisable at an exercise price of the greater of $5.00 per share or (ii) 85% of the average closing price of our common stock, as quoted on the public securities trading market on which our common stock is then traded with the highest volume, for ten (10) consecutive trading days immediately prior to the date of exercise.

 

To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issue with maturity dates between December 31, 2021 and December 31, 2022, volatility estimates between 35% to 44% and risk-free rates 0.38% to 1.44% in the period.

 

On February 25, 2020 we issued a note in the amount of $625,000 bearing simple interest at a rate of 7% per annum to one shareholder. This note was issued along with 62,500 common stock purchase warrants that were determined to have a fair market value of $80,053 on the issuance date, which was recorded as a debt discount and amortized over the term of the notes, with $3,944 amortized in the current quarter.

 

On March 3, 2020, we issued 92,500 warrants for services rendered with a fair market value on the issuance date of $89,155 recorded as an expense in the period.

 

On March 13, 2020 we issued 20,000 common stock purchase warrants to two investors as part of our offering of units, each unit consisting of one share of our common stock and one common stock purchase warrant.

 

 

 

 

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

 

		# of Warrants
Balance, December 31, 2019			2,383,256
Warrants granted			175,000
Warrants exercised			–
Warrants expired			(189,456	)
Outstanding, March 31, 2020			2,368,800
Exercisable, March 31, 2020			2,368,800

 

 

NOTE G – STOCKHOLDERS’ EQUITY

 

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

 

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

 

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

 

 

 

 

 

 

NOTE G – STOCKHOLDERS’ EQUITY – continued

 

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

 

Each outstanding share of series B preferred stock will automatically convert into one share of common stock at a conversion rate equal to the lesser of $3.00 per share or 75% of the average closing price of the Company’s common stock as quoted on the public securities trading market on which our common stock is then traded with the highest volume, for ten (10) consecutive trading days immediately after the first day of public trading of common stock if common stock commences public trading on the NASDAQ capital market or better, but in any event no less than $2.50 per share or at $3.00 per share five years after the date of issuance of the series B preferred stock. In the event of a liquidation, dissolution or winding-up whether voluntary or otherwise, after payment of debts and other liabilities, the holders of the series B preferred stock will be entitled to receive from the remaining net assets, before any distribution to the holders of the common stock, and pari pasu with the payment of a liquidation preference of $1.50 per share to the holders of the series A preferred stock, the amount of $3.00 per share. After payment of the liquidation preference to the holders of the series A preferred stock and the series B preferred stock, and payment of any other distribution that may be required with respect to any other series of preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock, the holders of the series A preferred stock, and the holders of the series B preferred stock on an as-if converted basis.

 

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

 

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

 

The holders of the series C preferred stock are not entitled to any dividends. Holders of the series C preferred stock have no conversion rights. The shares of the series C preferred stock shall be automatically redeemed by us at their par value on the first to occur of the following: (i) on the date that Mr. Gray ceases, for any reason, to serve as officer, director or consultant of Wytec, or (ii) on the date that our shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of Wytec, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the series C preferred stock set forth in the certificate of designation. A holder of the series C preferred stock has no preemptive rights to subscribe for any additional shares of any class of stock of Wytec or for any issue of bonds, notes or other securities convertible into any class of stock of Wytec. The holders of the Series C Preferred Stock are not entitled to any liquidation preference.

 

 

 

 

NOTE G – STOCKHOLDERS’ EQUITY – continued

 

In January 2020, the Company issued 554 shares of common stock to one vendor for services rendered at fair value of $2,770.

 

In March 2020, the Company issued 20,000 shares of common stock to two investors for cash at $5.00 per share as part of the Company’s offering of units, each unit consisting of one share of the Company’s common stock and one common stock purchase warrant.

 

In February 2020, the Company issued 10,000 shares of common stock at fair value of $50,000 to one employee pursuant to a severance agreement.

 

 

NOTE H – RELATED PARTY TRANSACTIONS

 

The Company has an account payable balance owed to Richardson & Associates in the amount of $98,399 as of March 31, 2020, and $76,280 as of December 31, 2019. The Company incurred expense of $22,119 and $28,548 with Richardson & Associates as of the three months ended March 31, 2020 and March 31, 2019. Mark Richardson is the owner of Richardson & Associates and he was appointed as a director of Wytec International, Inc. in September 2019.

 

 

NOTE I – SUBSEQUENT EVENTS

 

During the second quarter of 2020, the Company issued 40,000 shares of common stock for the conversion of 40,000 shares of Series A preferred stock by one investor.

 

During the second quarter of 2020, the Company repurchased 40,000 shares of common stock and 40,000 shares of Series B preferred stock from one investor at $5.00 per share in exchange for a promissory note due September, 2020.  The shares have not been cancelled as of the date of filing.

 

Effective April 30, 2020, Robert Merola resigned as an officer and director of the Company.

 

Effective April 30, 2020, William H. Gray was appointed as the president of the Company.

 

During the third quarter of 2020, Wytec issued 12,000 shares of common stock and 12,000 common stock purchase warrants to two investors  for which Wytec has received $60,000 pursuant to Wytec’s offering of units under Rule 506(c) of Regulation D of the Securities Act, each unit consisting of one share of common stock and one common stock purchase warrant at a purchase price of $5.00 per unit. These warrants are exercisable for cash until March 31, 2021 at an exercise price equal to the greater of (i) $5.00 or (ii) 85% of the average closing price of our common stock as quoted on the public securities trading market on which our common stock is then traded with the highest volume, for ten (10) consecutive trading days immediately prior to the date of exercise.

 

 

 

 

 

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

 

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

 

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

 

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

 

(a)

volatility or decline of our stock price;

 

(b)

potential fluctuation in quarterly results;

 

(c)

failure to earn revenues or profits;

 

(d)

inadequate capital to continue our business;

 

(e)

insufficient revenues to cover operating costs;

 

(f)

barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

 

(g)

dilution experienced by our shareholders in their ownership of the Company because of the issuance of additional securities by us, or the exercise of warrants or conversion of outstanding convertible securities;

 

(h)

inability to complete research and development of our technology with little or no current revenue;

 

(i)

lack of demand for our products and services;

 

(j)

loss of customers;

 

(k)

rapid and significant changes in markets;

 

(l)

technological innovations causing our technology to become obsolete;

 

(m)

increased competition from existing competitors and new entrants in the market;

 

(n)

litigation with or legal claims and allegations by outside parties;

 

(o)

inability to start or acquire new businesses, or lack of success of new businesses started or acquired by us, if any;

 

(p)

inability to effectively develop or commercialize our technology; and

 

(q)

inability to obtain patent or other protection for our proprietary intellectual property.

 

 

 

 

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

 

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

 

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

 

Overview of Current Operations

 

Wytec International, Inc., a Nevada corporation (“Wytec,” the “Company.” “we,” “us,” or “our”) is the developer of a technology called the “LPN-16,” consisting of chipsets, software, hardware designs and antennas that enable strengthened Wi-Fi and cellular transmission within a concentrated coverage area of approximately 500 feet in circumference. The hardware consists of a chassis or framework approximately 32 inches in height with a radius of approximately 12 inches. It is designed to be installed on a utility pole to private dense network coverage. The unit, referred to as an outdoor “small cell”, is designed to increase Wi-Fi and cellular capacity and signal strength by placing a large number of them in densely populated areas as compared to the traditional macro site cellular towers covering a much larger area of approximately two (2) miles. The growth 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 (the “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 wireless point to point backhaul for transmitting to its LPN-16 technology. This configuration is in place today and has become the center piece of Wytec’s private LTE initiatives requested by large commercial buildings, school districts and municipalities. Wytecs ultimate configuration includes the extension of its private LTE design into the offering of its Mobile Virtual Network Operator (MVNO) wholesale services to both cable and Wireless Internet Service Providers (WISP’s) throughout the United States. The Company believes that its MVNO services will become the foundation for supporting true 5G services in the 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 its goals. To facilitate this, operators need reliable connections with strong signal integrity, significant bandwidth and low latency. Small cells bring improved connectivity (speeds, reliability, and low latency) to the edge of existing macro networks, serving all morphologies from urban to rural markets.

 

We believe the 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 models needed to realize the benefits of a 5G network. In addition to aligning with technical and governmental issues, the LPN-16 is designed to meet the standards for 5G deployment and, for operator needs, adheres to the Federal Communications Commission (“FCC”) policy initiatives addressing public safety and First Responder initiatives. Specifically, the FCC’s Report and Order 14-153, Acceleration of Broadband Deployment by Improving Wireless Facilities Siting Policies, adopts rules to help spur wireless broadband deployment by facilitating the sharing of wireless transmission equipment using “neutral host” functionality to simultaneously support multiple providers. The LPN-16 was specifically designed to support neutral host features and performance. The FCC’s goal of “shared used” and “neutral host” seeks to expand coverage and capacity more quickly, reduce costs and promote access to infrastructure which reduces barriers to deployment and incentivize the sharing of resources, rather than relying on new builds for every stakeholder, thereby safeguarding environmental, aesthetic, historic and local land-use values.

 

 

 

 

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

 

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

 

Critical Accounting Policies

 

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

 

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 uncollectability 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.

 

Effective January 1, 2018, Wytec International, Inc. adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. We implemented this standard using the modified retrospective method. While adoption of this standard required additional disclosures, adoption did not have a material impact on our consolidated financial statements and no adjustments were made to prior periods.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)." This update requires that a lessee recognize in the statement of financial position a liability to make lease obligations and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease obligations. Similar to current guidance, the update continues to differentiate between finance leases and operating leases, however, this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. The updated guidance leaves the accounting for leases by lessors largely unchanged from existing GAAP. The guidance became effective for us on January 1, 2019. As a lessee, this standard primarily impacted our accounting for leased facilities and office equipment, for which we recognized right-of-use assets of $342,855 and a corresponding lease obligation of $352,952 on our consolidated balance sheet as of March 31, 2020.

 

 

 

 

We adopted obligations on these provisions on January 1, 2019 using the optional transition method that permits us to apply the new disclosure requirements in 2019 and continue to present comparative period information as required under FASB ASC Topic 840, "Leases." We did not have a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. We elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed us to exclude leases with an initial term of 12 months or less from the right-of-use assets and obligations. Adoption of the standards had no impact on results of operations or liquidity.

 

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

 

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 estimates.

 

Results of Operations for the Three Months Ended March 31, 2020 and 2019

 

Revenue for the three months ended March 31, 2020 and 2019 was $225,456 and $37,718, respectively. This increase in revenue of $187,738 or 498% was primarily due to increases in revenue from our Cel-fi systems.

 

Cost of sales for the three months ended March 31, 2020 and 2019 was $212,422 and $12,732, respectively. This increase of $199,690, or 1,568%, is due to the increase in costs incurred related to the sales of our Cel-fi systems.

 

General and administrative expenses were $865,359 for the three months ended March 31, 2020, as compared to $601,514 for the three months ended March 31, 2019, this resulted in an increase of $263,845 or 44% compared to the same period in 2019. Contributing factors to the increase include an increase in warrant expense of $89,155, an increase in travel expense of $19,153, or 210%, an increase in stock based compensation of $52,770, an increase in dues and subscriptions of $16,846, or 103%, an increase in office expense of $11,328, or 214%, and an increase in professional fees of $42,399 for the three months ended March 31, 2020 compared to the same period in 2019. Where a percentage is not listed, the comparison period expense category is $0 and the calculation is not meaningful.

 

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

 

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

 

 

Cash Flow from Operating Activities

 

Cash flows used in operating activities during the three months ended March 31, 2020 were $597,805 compared to $755,484 during the three months ended March 31, 2019. This decrease of $157,679 was primarily due to changes in net loss during the three months ended March 31, 2020 to the same period in 2019.

 

Cash Flow from Investing Activities

 

Cash flows used by investing activities during the three months ended March 31, 2020 were $5,500 compared to the cash flows used by investing activities of $11,354 during the three months ended March 31, 2019. Capital expenditures totaled $5,500 and $11,354 during the three months ended March 31, 2020 and March 31, 2019, respectively.

 

Cash Flow from Financing Activities

 

Cash flows provided by financing activities during the three months ended March 31, 2020 were $725,000 compared to $90,051 during the three months ended March 31, 2019. These receipts represent proceeds from the sale of the Company’s common stock and from the issuance of debt.

 

Satisfaction of Our Cash Obligations for the Next 12 Months.

 

As of March 31, 2020, our cash balance was $740,799. Our plan for satisfying our cash requirements for the next twelve months is 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.

 

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. The Company intends to settle the liability through a combination of exchanges for common and preferred stock and cash.

 

Going Concern

 

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $20,992,333 at March 31, 2020, 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 standards issued by the Financial Accounting Standards Board (“FASB”) through March 31, 2020 and which are not yet effective. None of the standards will have a material impact on our financial statements.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

 

Our chief executive officer and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2020. Specifically, our disclosure controls and procedures were not effective in timely alerting our management to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

 

·		The Company does not have an independent board of directors or audit committee or adequate segregation of duties;
·		A significant portion of our financial reporting is prepared by our financial consultant;
·		We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company; and
·		Inadequate closing process to ensure all material misstatements are corrected in the financial statements

 

We have begun to rectify these weaknesses by hiring additional personnel and will create an independent board of directors once we have additional resources to do so. We have also begun the interview process and the acceptance of bids for the implementation and monitoring of the required SOX guidelines.

 

 

 

 

Internal Control Over Financial Reporting

 

Our chief executive officer and chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Due to the matter identified above, we have identified the design and effectiveness of our internal control over financial reporting to not be effective.

 

Changes in Internal Control Over Financial Reporting

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

During the quarter ended March 31, 2020, there have been no material changes from the risk factors previously in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019.

 

Item 2. Unregistered Sales of Equity Securities.

 

In January 2020, the Company issued 554 shares of common stock to one vendor for services rendered in accordance with Rule 506 (b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

 

In February 2020, the Company issued 62,500 common stock purchase warrants along with a note in the amount of $625,000 bearing simple interest at a rate of 7% per annum to one investor pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act.

 

In February 2020, the Company issued 10,000 shares of common stock to one former employee in accordance with Rule 506 (b) of Regulation D of the Securities Act.

 

In March 2020, the Company issued 92,500 common stock purchase warrants in accordance with Rule 506(b) of Regulation D of the Securities Act to one consultant for services rendered.

 

In March 2020, the Company issued 20,000 shares of common stock and 20,000 common stock purchase warrants to two investors pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

None.

 

 

 

 

Item 6. Exhibits.

 

Exhibit	Description
3.1	Articles of Incorporation, dated November 7, 2011 (1)
3.2	Amendment to Articles of Incorporation, dated January 14, 2014 (1)
3.3	Amendment to Articles of Incorporation, dated June 13, 2014 (1)
3.4	Bylaws(1)
4.1	Certificate of Designation for Series A Preferred Stock, dated February 14, 2014 (1)
4.2	Certificate of Designation for Series B Preferred Stock, dated June 13, 2014 (1)
4.3	Amendment to Certificate of Designation for Series B Preferred Stock, dated October 22, 2014 (1)
4.4	Amendment to Certificate of Designation for Series B Preferred Stock, dated March 4, 2015 (1)
4.5	Certificate of Designation for Series C Preferred Stock, dated July 26, 2016 (1)
4.8	Warrant issued by Wytec International, Inc. to Tina Bagley (4)
4.9	Warrant issued by Wytec International, Inc. to William H. Gray (5)
10.1	Separation and Distribution Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.2	License Agreement by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.3	Revolving Line of Credit Note by and between Wytec International, Inc. and Competitive Companies, Inc. (1)
10.4	Stock Purchase Agreement by and among Wytec International, Inc., Competitive Companies, Inc., and Capaciti Networks, Inc., dated November 17, 2016 (1)
10.5	Amendment to Stock Purchase Agreement by and among Wytec International, Inc., Competitive Companies, Inc., and Capaciti Networks, Inc., as of November 17, 2016. (2)
10.6	Separation and Release Agreement, executed on April 26, 2018 (4)
14.1	Code of Conduct (1)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act *
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act *
101.INS	XBRL Instance Document *
101.SCH	XBRL Schema Document *
101.CAL	XBRL Calculation Linkbase Document *
101DEF	XBRL Definition Linkbase Document *
101.LAB	XBRL Label Linkbase Document *
101.PRE	XBRL Presentation Linkbase Document *

 

(1)	Incorporated by reference from the Company’s Registration Statement on Form S-1 and its amendments, originally filed on January 10, 2017.

 

(2)	Incorporated by reference from the filing of Amendment No. 2 to the Registration Statement on Form S-1 on August 7, 2017.

 

(3)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated January 18, 2018.
(4)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated May 2, 2018.
(5)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission, dated September 21, 2018.

 

*

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

 

 

 

 

 

SIGNATURES

 

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

 

WYTEC INTERNATIONAL, INC.

 

 

By: /s/ William H. Gray

William H. Gray, Chairman, Chief Executive Officer,

and President (Principal Executive Officer)

 

 

By: /s/ Donna Ward

Donna Ward, Director and Chief Financial Officer

(Principal Accounting Officer)

 

Date: July 30, 2020