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
Date of Report (Date of Earliest Event Reported): May 15, 2023
WebstarTechnology Group, Inc.
(Exactname of registrant as specified in its charter)
Commission
File Number 000-56268
| Wyoming | 37-1780261 |
|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 284 Paseo Reyes<br><br> <br>St. Augustine, Florida | 32095 |
| (Address of principal executive offices) | (Zip code) |
(904)312-9681
(Registrant’stelephone number, including area code)
N/A
(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(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
| ☒ | Indicate<br> by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405<br> of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| --- | --- | |
| ☐ | If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item3.02. Unregistered Sales of Equity Securities
PartialConversion of Convertible Note
On May 15, 2023, the Frank T Perone Trust, holder of the Company’s Convertible Promissory Note, partially converted $101,000 of the Note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock in accordance with the Note’s convertible provision.
18,371,000 common shares issued
$0.01 value per share totaling $183,710 consideration
May 15, 2023 issue date
Issued under Rule 144 exemption as restricted shares
Conversion provision of Note is at $0.01 per common share per $1.00 of converted note and accrued interest.
Balance of Note principal after conversion $1,000,000
Balance of accrued interest after conversion at date of conversion, $0.00
Item9.01. Exhibits
(d)Exhibits
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
|---|
*Filed herewith
+Includes management contacts and compensation plans and arrangements
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.
| Dated:<br> May 17, 2023 | By: | /s/ Harold E. Hutchins |
|---|---|---|
| Harold<br> E. Hutchins | ||
| Chief<br> Financial Officer | ||
| (principal<br> financial and accounting officer) |