8-K
Webstar Technology Group Inc. (WBSR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): August 19, 2024
WEBSTAR
TECHNOLOGY GROUP, INC.
(Exactname of registrant as specified in its charter)
| Wyoming | 000-56268 | 37-1780261 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1100Peachtree St. NE, Suite 200, Atlanta, GA 30309
(Addressof principal executive offices) (Zip Code)
844-601-1956
Registrant’s
telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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. ☐
Table
of Contents
| CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS | 3 |
|---|---|
| EXPLANATORY NOTE | 4 |
| Item 4.01 Changes in Registrant’s Certifying Accountant | 5 |
| 2 |
| --- |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.
Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto, and other documents which we may file from time to time with the SEC.
| 3 |
| --- |
EXPLANATORY
NOTE
As used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms “Webstar Technology Group, Inc.,” the “Company,” the “Registrant,” “we,” “us,” and “our” refer to Webstar Technology Group, Inc.
The information contained in this Current Report constitutes the current information necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
| 4 |
| --- |
ITEM4.01. Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal<br> of Independent Registered Public Accounting Firm |
|---|
On August 8, 2024 the Board of Directors of WEBSTAR TECHNOLOGY GROUP, INC. (the “Company”) approved the dismissal of Assurance Dimensions, LLC located in Coral Springs, Tampa, Jacksonville, and Orlando, Florida who served as the registered accountant since June 20, 2023. The reports by Assurance Dimensions, LLC on the Company’s financial statements for the fiscal years ended December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as to doubt concerning going concern.
During the fiscal year ended December 31, 2023, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Assurance Dimensions, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Assurance Dimensions, LLC would have caused Assurance Dimensions, LLC to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal year ended December 31, 2023, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Assurance Dimensions, LLC with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Assurance Dimensions, LLC furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Assurance Dimensions, LLC agrees with the statements related to them made by the Company in this report. A copy of Assurance Dimensions, LLC’s letter to the SEC dated August 19, 2024 is attached as Exhibit 1 to this report.
| (b) | Newly<br> Engaged Independent Registered Public Accounting Firm |
|---|
On August 8, 2024, the Board of Directors approved the appointment of Olayinka Oyebola & Co. CA of Victorial Island, Lagos State as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the quarter ending June 30, 2024. During the fiscal year ended December 31, 2023, neither the Company, nor anyone on its behalf, consulted Olayinka Oyebola & Co. CA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Olayinka Oyebola & Co. CA that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item9.01. Exhibits
(d)Exhibits
| 1 | ASSURANCE<br> DIMENSIONS, LLC |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 5 |
| --- |
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 hereunto duly authorized.
| Webstar Technology Group, Inc. | ||
|---|---|---|
| Dated:<br> August 19, 2024 | By: | /s/ Adrienne M. Anderson |
| Name: | Adrienne<br> M. Anderson | |
| Title: | Chief<br> Financial Officer | |
| Dated:<br> August 19, 2024 | By: | /s/ Ricardo Haynes |
| Name: | Ricardo Haynes | |
| Title: | Chief<br> Executive Officer |
| 6 |
| --- |
Exhibit1
August 19, 2024
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Dear Sir/Madam:
We have read the statements under item 4.01 in the Form 8-K dated August 16, 2024 of Webstar Technology Group, Inc. to be filed with the Securities and Exchange Commission and we concur with such statements made regarding our firm. We have no basis to agree or disagree with other statements contained herein.
Very truly yours,
Assurance Dimensions, Inc.
Certified Public Accountants
ASSURANCEDIMENSIONS, LLC
alsod/b/a McNAMARA and ASSOCIATES, LLC
TAMPABAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
**ORLANDO:**1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTHFLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com
“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AD Advisors, LLC (“AD Advisors”), provide professional services. AD LLC and AD Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AD Advisors provide tax and business consulting services to their clients. AD Advisors, and its subsidiary entities are not licensed CPA firms.