Webstar Technology Group Inc 10-K/A, filed Oct 15, 2026
Webstar Technology Group Inc. (WBSR)
About this 10-K/A
Webstar Technology Group Inc filed this 10-K/A on October 15, 2026, covering the fiscal year ended December 31, 2025.
Webstar Technology Group Inc. restated its 2024 financial statements after recording a $18,676,168 derivative liability. The company reported no 2025 revenue, a $1,446,714 net loss before income taxes, and substantial doubt about going concern. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Webstar Technology Group, Inc.
(Name of Registrant As Specified In Its Charter)
| Wyoming | 000-56268 | 37-1780261 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1100 Peachtree St NE Suite 200, Atlanta, GA |
30309 | |
| (Address of principal executive offices) | (Zip Code) |
(404) 994-7819
(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 | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $11,151,622.
As of October 7, 2026, there were 406,558,604 shares of common stock, par value $0.0001 per share and 1,000 shares of Series A Preferred Stock, $0.0001 par value per share of the registrant outstanding.
EXPLANATORY NOTE
This First Amended Annual Report on Form 10-K/A discloses and discusses the impact and effect of a restatement of our previously filed financial statements for the fiscal years ended December 31, 2025 and 2024; previously filed on April 15, 2026 (the “Original Filing”). This restatement is necessary due to (1) the Company had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to a convertible note payable – related party plus accrued interest entered into with the Company’s previous CEO, Mr. James Owens, that may convert at a rate of $0.01 per share for the Company’s common stock. As a result, in fiscal year 2024, the Company classified the equity-linked financial instruments as derivative liabilities under ASC 815, Derivatives and Hedging, and recorded a derivative liability of $18,676,168. The Company will continue to recognize the convertible note payable – related party at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification are settled or the Company has sufficient authorized, unissued shares to settle such contracts with shares, (2) a correction to the classification of liabilities settled with shares of common stock originally recorded as a loss on extinguishment of debt with a related party of $4,021,910 in other expense in the Statement of Operations in the year ended December 31, 2024 to additional paid in capital in the Consolidated Balance Sheet as of December 31, 2024. The Company has also concluded that there was a material weakness in internal control over financial reporting as of December 31, 2024.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K/A contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K/A and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K/A. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K/A and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K/A.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| ii |
PART I
ITEM 1. BUSINESS.
The Company
Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was originally established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G.
During the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:
| 1) | On
June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each
as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred
Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust (“Trust”), a Florida
trust (the “Seller”), a Trust controlled by Mr. James Owens the Company’s former Chairman of the Board of Directors
and Chief Technology Officer, founder and majority stockholder. The Purchasers have agreed to purchase the Preferred Stock for $500,000
due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after
the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller.
On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock.
The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure.
In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The Company will recover the deposit of $29,750 from the purchasing individuals. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors. |
| 2) | On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis. |
| 3) | One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341. |
| 4) | On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024 (see Note 3). Bear Village is 100% owned by the Company. On August 20, 2025, the Company paid $32,285 for architect’s renderings on behalf of Bear Village. |
As a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr. Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024.
| 1 |
Under the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors and as new officers as follows:
President/Chief Executive Officer - Mr. Ricardo Haynes
Independent Director – Ms. Marilyn Karpoff
Independent Director – Mr. Gordon Clinkscale
Chairman – Mr. Eric Collins
Interim Chief Financial Officer (CFO) – Ms. Adrienne Anderson (1)
Secretary – Mr. Donald R. Keer
Chief Operating Officer – Mr. Lance Lehr
(1) Ms. Anderson submitted her resignation as interim CFO on February 19, 2025.
Our principal office is located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our corporate website address is www.webstartechnologygroup.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report.
Forge Atlanta Subsidiary
Forge Atlanta, a Georgia limited liability corporation was formed on August 19, 2024 and intends to acquire land, secure financing, manage the development, and revitalize the Forge Atlanta project. The Managing Partner of Forge Atlanta is the Company’s Chief Executive Officer, Mr. Ricardo Haynes.
On April 29, 2025, the Company entered into an Agreement with Urbantec Development Partners, LLC (“Urbantec”) to form a Special Purpose Vehicle (“SPV”), named Forge Atlanta Asset Management LLC. (“Forge Atlanta”), a 10-acre mixed-use real estate development in Downtown Atlanta’s Castleberry Hill district. The Company and Urbantec will hold ownerships in Forge Atlanta of 90% and 10%, respectively, as amended on September 26, 2025, therefore, Urbantec is considered a related party.
On May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $33,000,000. The property is being sold subject to a non-refundable earnest money payment of $50,000 due on or before May 5, 2025 (“LOI Fee”), an earnest money payment of $50,000 due at execution of the PSA, and an earnest money payment of $400,000 due 90 days from the PSA date (currently held in an escrow account). The scheduled closing date of the land purchase is November 25, 2025. In addition, upon closing of the land purchase, Forge Atlanta will pay Urbantec, a related party, the sum of $3,000,000 for land improvements. Forge Atlanta shall have the right to extend the closing date to February 6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a non-refundable fee of $150,000, which shall not be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000 and in June 2025, the Company paid the earnest money payment of $50,000 due at execution of the PSA.
On December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”) through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”) for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”) for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:
| 1. | Purchase Money Promissory Note for a principal amount of $33,700,000. The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Note matured and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) is to paid as follows: |
| A. | Per the terms of the Modification, Forge has previously paid MCRR a total of $50,000 of which $35,000 shall be nonrefundable and shall be treated as a payment toward the Extension Fee and $15,000 has been paid as a nonrefundable reimbursement of MCRR's legal fees. |
| B. | $50,000 shall be paid by Forge to MCRR by close of business on June 2, 2026 as an additional payment toward the Extension Fee. As of September 9, 2026, the Company has paid this extension fee. |
| C. | A payment of $612,000 shall be paid by Forge to MCRR on or before June 30, 2026. The June 30, 2026 payment represents (i) $337,000 to be credited by MCRR against Accrued Interest, and (ii) $360,000 against the Extension Fee, less the total of $85,000 of Extension Fee previously noted in #A and #B above.As of September 23, 2026, the Company has paid $60,500 of the required Extension Fee of $275,000. As of the date of this filing, the Company has not paid the $337,000 Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| D. | If Forge is unable to make the full June 30, 2026 payment on or before June 30, 2026, Forge may defer the unpaid balance of the June 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before June 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“June 30 Deferral Option”). If Forge timely makes such $100,000 payment, then (i) the remaining balance of the June 30, 2026 payment in the amount of $512,000 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $337,000 of Accrued Interest and $175,000 of remaining Extension Fee. In the event that Forge exercises the June 30 Deferral Option, the aggregate amount of $185,000, consisting of the $35,000 Extension Fee payment in #A above, the $50,000 Extension Fee payment in #B above, and the $100,000 Extension Fee payment described in this Section #D, shall be deemed a non-creditable Extension Fee amount (the "Non- Creditable June Deferral Amount") and shall not be included in the Extension Fee Credit described in #J below. If Borrower fails to timely pay the $100,000 required to exercise this June Deferral Option, or fails to pay the Deferred June 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| E. | A payment of $348,500 shall be paid by Forge to MCRR on or before July 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| F. | If Forge is unable to make the full July 30, 2026 payment on or before July 30, 2026, Forge may defer the unpaid balance of the July 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before July 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“July Deferral Option”). If Borrower timely makes such $100,000 payment, then (i) the remaining balance of the July 30,2026 payment in the amount of $248,500 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $168,500 of Accrued Interest and $80,000 of remaining Extension Fee. In the event that Borrower exercises the July Deferral Option such $100,000 Extension Fee payment shall be deemed a non-creditable Extension Fee amount (the "Non-Creditable July Deferral Amount") and, together with the Non-Creditable June Deferral Amount, shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this July Deferral Option, or fails to pay the Deferred July 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| G. | A payment of $348,500 shall be paid by Forge to MCRR on or before August 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee; provided, however, that if Forge has exercised the June Deferral Option and/or the July Deferral Option, then the Deferred June 30 Balance and/or the Deferred July 30 Balance, as applicable, shall also be due and payable on August 30, 2026. For avoidance of doubt, if both deferral options are timely exercised, the total amount due on August 30, 2026 shall be $1,109,000, consisting of the $348,500 scheduled August 30 payment, the $512,000 Deferred June 30 Balance, and the $248,500 Deferred July 30 Balance. If Borrower fails to pay the balance due on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| H. | A payment of $517,000 shall be paid by Forge to MCRR on or before September 30, 2026, which shall consist of $337,000 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| I. | The Note principal and all remaining accrued but unpaid interest shall be due and payable on October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| J. | If the Note is paid in full on or before October 1, 2026, the amount then required to pay the Note in full shall be reduced by the amount of the Extension Fee that has actually been paid by Forge to MCRR, but only to the extent such amount is expressly creditable under this Modification. Any unpaid balance of the Extension Fee shall be waived if the Note is paid in full on or before October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 2. | Short Term Promissory Note for a principal amount of approximately $32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was repaid as of January 7, 2026. |
| 2 |
On October 28, 2025, the Development Authority of Fulton County (the “Authority”) agreed to issue taxable revenue bonds (“Bonds”) to Forge Atlanta, subject to the following terms and conditions, among others:
| 1. | The aggregate principal amount of the Bonds of no greater than $223,726,750 for the purpose of paying the costs of planning and implementation of the Forge Atlanta project. | |
| 2. | The terms of the Bonds will be determined by the Bond purchase contracts between the Authority and the purchasers of the Bonds. | |
| 3. | Simultaneously with the delivery of the Bonds, at the option of the Company, the proposed Forge Atlanta project will either be leased or sold by the Authority to Forge Atlanta or the Authority will loan the proceeds from the sale of the Bonds to the Company. | |
| 4. | Forge Atlanta will pay the Authority upon the issuance of the Bonds, a fee of one eight of one percent (0.125%) of the aggregate amount of the Bonds. |
Our Products, Services and Plan of Operation
Since execution of the above material definitive agreements, the Company is currently an early-stage specialty real estate development company devoted to the identification, partnership and development of specialty real estate projects in the United States with a focus on multitenant buildings that can be upgraded to green/energy efficient status and entertainment and resort real estate development.
The Company will operate under the brand name “Webstar Technology Group” with the consideration given to future name changes due to a diversification of operations outside of the former business.
Exchange Licensing Agreement
On February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology Group, Inc., entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”). The Agreement establishes the framework under which Torch will provide blockchain-enabled exchange infrastructure and compliance technology services in connection with the potential tokenization of certain economic interests associated with the Forge Atlanta development project.
Under the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643 token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities. FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.
Employees
As of the date of this report we have one full-time employee and two contractors. We currently rely on our President and Chief Executive Officer (“CEO”), Ricardo H. Haynes. We are currently utilizing external consultants on a contract basis to assist with our filings as a public company.
We intend to hire additional employees on an as-needed basis as our business expands.
| 3 |
Legal Proceedings
We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
Properties
Our principal offices are located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our telephone number is 404-994-7819. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.
Emerging Growth Company and Smaller Reporting Company Status
Emerging Growth Company
We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all these exemptions.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.
We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.
Smaller Reporting Company
We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
ITEM 1A. RISK FACTORS
Investment in our common stock involves a number of substantial risks. You should not invest in our stock unless you are able to bear the complete loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this Annual Report on Form 10-K/A, the following factors should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and investors could lose all or a part of the money paid to buy our common stock.
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Risks Relating to our Business
This is a very young Company.
The control of the Company was changed on June 25, 2024. It is a startup company that has not yet started operations, and has not started to build its facilities. There is no history upon which an evaluation of its past performance and future prospects in the hospitality and entertainment industry can be made. Statistically, most startup companies fail.
The Company’s affiliated entities have no prior performance record.
Webstar Technology Group has new management in the market, the affiliates of Webstar Technology Group, such as Bear Village Asset Holdings – GA, LLC, (which will provide management services to Webstar Technology Group) do not have a track record of involvement in hospitality and entertainment that investors may assess. Even if an affiliate of Webstar Technology Group did have such prior experience, that experience would not be indicative of its future performance.
The Company has minimal operating capital, no significant assets and no revenue from operations.
The Company currently has minimal operating capital and for the foreseeable future will be dependent upon its ability to finance its planned operations from the sale of securities or other financing alternatives. There can be no assurance that it will be able to successfully raise operating capital in this or other offerings of securities, or to raise enough funds to fully construct operational entertainment centers. The failure to successfully raise operating capital could result in its inability to execute its business plan and potentially lead to bankruptcy, which would have a material adverse effect on the company and its investors.
The success of Webstar Technology Group business is dependent on purchasing large parcels of land at favorable prices.
Webstar Technology Group is a capital-intensive operation and requires the purchase of large parcels of land prior to construction. As of the date of this Offering Circular the company has a deposit on its Georgia property for the first of two facilities to be developed. The company does not know whether it will be able to obtain additional properties at acceptable purchase terms that are favorable. Finally, if this Offering does not raise enough capital to purchase the land and begin construction, the company will need to procure external financing for the purchase of the land and/or construction of the facility.
The Company may raise more capital and future fundraising rounds could result in dilution.
Webstar Technology Group may need to raise additional funds to finance its operations or fund its business plan. Even if the company manages to raise subsequent financing or borrowing rounds, the terms of those borrowing rounds might be more favorable to new investors or creditors than to existing investors such as you. New equity investors or lenders could have greater rights to our financial resources (such as liens over our assets) compared to existing shareholders. Additional financings could also dilute your ownership stake, potentially drastically. See “Dilution” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations– Plan of Operation” for more information.
Success in the hospitality and entertainment industry is highly unpredictable and there is no guarantee the company’s content will be successful in the market.
The Company’s success will depend on the popularity of its hospitality and entertainment facilities. Consumer tastes, trends and preferences frequently change and are notoriously difficult to predict. If the company fails to anticipate future consumer preferences in the hospitality and entertainment business, its business and financial performance will likely suffer. The hospitality and entertainment industries are fiercely competitive. The company may not be able to develop facilities that will become profitable. The company may also invest in facilities that end up losing money. Even if one of its facilities is successful, the company may lose money in others.
Changes in consumer financial condition, leisure tastes and preferences, particularly those affecting the popularity of family resorts, and other social and demographic trends could adversely affect its business. Significant periods of restricted travel or group gatherings, such as Covid-19 or similar circumstances, could result in situations where facilities usage is below historical levels would have a material adverse effect on its business, results of operations and financial condition. If the company cannot attract patrons, retain its existing resident, its financial condition and results of operations could be harmed.
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Webstar Technology Group operates in a highly competitive market.
Webstar Technology Group plans to operate in a highly competitive market and faces intense competition. Competitors will include Disney, Six Flags, Dollywood, Great Wolf Lodge and other multi-activity resorts. Many of the Company’s current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. Competitors may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, infrastructure, fulfillment, and marketing.
Further, Webstar Technology Groups’ properties will compete on a local and regional level with restaurants and other business, dining and social clubs. The number and variety of competitors in this business will vary based on the location and setting of each facility. Some facilities may be situated in intensely competitive areas characterized by numerous resorts and family attractions. In addition, in most regions, the competitive landscape is in constant flux as new resorts and other family venues open or expand their amenities. As a result of these characteristics, the supply in a given region may exceed the demand for such facilities, and any increase in the number or quality of resorts and family venues, or the products and services they provide, in such region could significantly impact the ability of the company’s properties to attract and retain members, which could harm their business and results of operations.
Competition in the “alternative venues for recreational pursuits” industry could have a material adverse effect on the company’s business and results of operations.
Webstar Technology Group properties compete on a local and regional level with alternative venues for recreational pursuits. The company’s results of operations could be affected by the availability of, and demand for, alternative venues for recreational pursuits, such as multi-use facilities and other town center venues.
Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.
The Company’s business may be adversely affected by legal or governmental proceedings brought by or on behalf of their residents, customers or employees. Regardless of whether any claims against the company are valid or whether they are liable, claims may be expensive to defend and may divert time and money away from operations and hurt our financial performance. A judgment significantly in excess of their insurance coverage or not covered by insurance could have a material adverse effect on the company’s business, results of operations or financial condition. Also, adverse publicity resulting from these allegations may materially affect the company.
The Company’s insurance coverage may not be adequate to cover all possible losses that it could suffer and its insurance costs may increase.
The Company has not yet acquired insurance. It may not be able to acquire insurance policies that cover all types of losses and liabilities. Additionally, once the company acquires insurance, there can be no assurance that its insurance will be sufficient to cover the full extent of all of its losses or liabilities for which it is insured. Further, insurance policies expire annually and the company cannot guarantee that it will be able to renew insurance policies on favorable terms, or at all. In addition, if it, or other leisure facilities, sustain significant losses or make significant insurance claims, then its ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. If the company’s insurance coverage is not adequate, or it becomes subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by their employees, this could adversely affect the company’s financial condition or results of operations.
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The Company may not be able to operate its facilities, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition.
Each facility is subject to licensing and regulation by alcoholic beverage control, amusement, health, sanitation, safety, building code and fire agencies in the state, county and/or municipality in which the facility is located.
Each facility is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. In some states, the loss of a license for cause with respect to one facility may lead to the loss of licenses at all facilities in that state and could make it more difficult to obtain additional licenses in that state. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of each facility, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages. The failure to receive or retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for, or renew licenses, could have a material adverse effect on operations and the company’s ability to obtain such a license or permit in other locations.
The Company may be subject to “dram shop” statutes in states where its facilities may be located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Recent litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could have an adverse impact on the company’s business, results of operations or financial condition.
As a result of operating certain entertainment games and attractions, including skill-based games that offer redemption prizes, the company is subject to amusement licensing and regulation by the states, counties and municipalities in which its facilities are to be located. These laws and regulations can vary significantly by state, county, and municipality and, in some jurisdictions, may require the company to modify their business operations or alter the mix of redemption games and simulators that they offer.
Moreover, as more states and local communities implement legalized gambling, the laws and corresponding enabling regulations may also be applicable to the company’s redemption games and regulators may create new licensing requirements, taxes or fees, or restrictions on the various types of redemption games the company offers. Furthermore, other states, counties and municipalities may make changes to existing laws to further regulate legalized gaming and illegal gambling. Adoption of these laws, or adverse interpretation of existing laws, could cause the company to modify its plans for its facilities and if the company creates facilities in these jurisdictions it may be required to alter the mix of games, modify certain games, limit the number of tickets that may be won by a customer from a redemption game, change the mix of prizes that the company may offer or terminate the use of specific games, any of which could adversely affect the company’s operations. If the company fails to comply with such laws and regulations, the company may be subject to various sanctions and/or penalties and fines or may be required to cease operations until it achieves compliance, which could have an adverse effect on the company’s business and financial results.
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The Company has concentrated its investments in family entertainment, real estate and facilities, which are subject to numerous risks, including the risk that the values of their investments may decline if there is a prolonged downturn in real estate values.
The Company’s operations will consist almost entirely of family resorts properties, approximately 30-60 acres in size, that encompass a large amount of real estate holdings. Accordingly, the company is subject to the risks associated with holding real estate investments. A prolonged decline in the popularity of resorts could adversely affect the value of its real estate holdings and could make it difficult to sell facilities or businesses.
The Company’s real estate holdings will be subject to risks typically associated with investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned, expenses incurred and capital appreciation generated by the related properties. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and time-consuming to expand, modify or renovate older properties. Under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have an adverse impact on our business, financial condition or results of operations.
The Company has entered into a major development opportunity that is the “Atlanta Forge” project and the failure or success of the project could have a material impact on the success of the Company.
The Company has closed on a Commercial Purchase and Sale Agreement with McCall Railroad for the acquisition of the Atlanta Forge Site, which consists of approximately 10 acres in south midtown Atlanta. McCall Railroad currently holds a first mortgage on the site subject to payments by the Company. Failure to consistently make payments or re-finance the property could result in foreclosure of the property and loss of the opportunity by the Company.
The Company works with national hospitality, hotel and local service providers to create an experience for families. Business risks associated with these providers can affect the company’s operations.
The Company’s operations include partnerships with Wyndham Resorts and Choice Hotels to manage and operate the hotel and timeshare operations. The company also plans to partner with local service partners who provide activities based on the resort surroundings. Issues or business risks associated with each of these partner companies could affect the operation of one or more of the company’s resorts.
The illiquidity of real estate may make it difficult for the company to dispose of one or more of our properties or negatively affect its ability to profitably sell such properties and access liquidity.
The Company may from time to time decide to dispose of one or more of its real estate assets. Because real estate holdings generally, are relatively illiquid, the company may not be able to dispose of one or more real estate assets on a timely basis. In some circumstances, sales may result in investment losses which could adversely affect the company’s financial condition. The illiquidity of its real estate assets could mean that it continues to operate a facility that management has identified for disposition. Failure to dispose of a real estate asset in a timely fashion, or at all, could adversely affect the company’s business, financial condition and results of operations.
The Company’s development and growth strategy depend on its ability to fund, develop and open new entertainment venues and operate them profitably.
A key element of the Company’s growth strategy is to develop and open family entertainment venues. The Company has identified a number of locations for potential future entertainment venues and is still the process of identifying more locations and analyzing the locations. The company’s ability to fund, develop and open these venues on a timely and cost-effective basis, or at all, is dependent on a number of factors, many of which are beyond its control, including but not limited to our ability to:
| ● | Find quality locations. | |
| ● | Reach acceptable agreements regarding the lease or purchase of locations, and comply with our commitments under our lease agreements during the development and construction phases. | |
| ● | Comply with applicable zoning, licensing, land use and environmental regulations. | |
| ● | Raise or have available an adequate amount of cash or currently available financing and mortgage terms for construction and opening costs. |
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| ● | Adequately complete construction for operations. | |
| ● | Timely hire, train and retain the skilled management and other employees’ necessary to meet staffing needs. | |
| ● | Obtain, for acceptable cost, required permits and approvals, including liquor licenses; and | |
| ● | Efficiently manage the amount of time and money used to build and open each new venue. |
If the company succeeds in opening family entertainment facilities on a timely and cost-effective basis, the company may nonetheless be unable to attract enough real estate buyers, visitors or customers to these new venues because potential customers may be unfamiliar with its venue or concept, entertainment and other resort options might not appeal to them and the company may face competition from other resorts and leisure venues or governmental regulations at the federal and state levels may restrict travel or group gatherings.
The Company’s development and construction of its Georgia facility depends on its ability to obtain favorable construction and mortgage financing.
The Company intends to secure both construction and mortgage financing to fund up to 70% of its Georgia resort and plans to use this debt financings to development and construct subsequent facilities. There is no guarantee that the company will be able to obtain financing on favorable terms. In the event that the company is unable to obtain such financing it may limit the company’s ability to effectuate its plans and will increase the costs and expenses of the company, thereby negatively impacting its financial prospects.
Webstar Technology Group depends on a small management team and may need to hire more people to be successful.
The success of Webstar Technology Group will greatly depend on the skills, connections and experiences of the executives, Rick Haynes and Lance Lehr. Webstar Technology Group has not entered into employment agreements with the aforementioned executives. There is no guarantee that the executives will agree to terms and execute employment agreements that are favorable to the company. Should any of them discontinue working for Webstar Technology Group, there is no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and retain the right people for the various key positions.
The Company will require a general manager, who has not yet been hired.
Webstar Technology Group is currently performing an executive search for the general manager and operator of Webstar Technology Group. There is no way to be certain that the general manager of Webstar Technology Group, once appointed, will be able to execute the same vision as Webstar Technology Group itself. If an appropriate person is not identified and hired, the company will not succeed and since its performance will depend on that person’s performance, it is possible that other Webstar Technology Group subsidiaries will be more successful than the company.
Webstar Technology Group may not be able to protect all of its intellectual property.
Webstar Technology Group, will be using the intellectual property of its parent, including the following trademarks that will be filed: Webstar Technology Group, Webstar Technology Group Family Resorts and Come See the Bear. The profitability of Webstar Technology Group may depend in part on Webstar Technology Group’ ability, to effectively protect its intellectual property and the ability of Webstar Technology Group and, in the future, each of the other subsidiaries to operate without inadvertently infringing on the proprietary rights of others. Any litigation protecting the Webstar Technology Groups’ intellectual property and defending its original content could have a material adverse effect on the business, operating results and financial condition regardless of the outcome of such litigation.
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Webstar Technology Group has not yet entered into any master licensing agreements with third party suppliers and Webstar Technology Group has not yet been made a sublicense to the relevant master licensing agreements.
Webstar Technology Group intends to use Wyndham Hotel and Resorts as the operating facilities of all of its subsidiaries. At the current time negotiations are taking place but a final master licensing agreement has not been entered into at this time.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
Our auditors have indicated that our lack of revenues, historical operating losses, cash used in operations, negative working capital and accumulated deficit raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.
Risks Related to Certain Conflicts of Interest
The interests of Webstar Technology Group, Bear Village Asset Holdings – GA, LLC and the company’s other affiliates may conflict with your interests.
The Company’s Amended and Restated Certificate of Incorporation, bylaws and Florida law provide company management with broad powers and authority that could result in one or more conflicts of interest between your interests and those of the officers and directors of Webstar Technology Group, Bear Village Asset Holdings – GA, LLC, and the company’s other affiliates. This risk is increased by the affiliated entities being controlled by Webstar Technology Group and all our officers and directors currently have an interest in Webstar Technology Group, through ownership, as an officer or director in Webstar Technology Group contractually or any combination thereof. Potential conflicts of interest include, but are not limited to, the following:
| ● | Webstar Technology Group and the company’s other affiliates will not be required to disgorge any profits or fees or other compensation they may receive from any other business they own separate from the company, and you will not be entitled to receive or share in any of the profits, return, fees or compensation from any other business owned and operated by the management and their affiliates for their own benefit. | |
| ● | The Company may engage Webstar Technology Group, or other companies affiliated with Webstar Technology Group to perform services, and determination for the terms of those services will not be conducted at arms’ length negotiations; and | |
| ● | The Company’s officers and directors are not required to devote all of their time and efforts to the affairs of the company. |
Risks Related to Our Stock
The officers of Webstar Technology Group control the Company, and the Company does currently have two independent directors.
The Founders are currently the company’s controlling shareholders. Moreover, they are the company’s executive officers and directors, through their ownership in Webstar Technology Group. This could lead to unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions. The company does not benefit from the advantages of having independent directors, including bringing an outside perspective on strategy and control, adding new skills and knowledge that may not be available within Webstar Technology Group, and having extra checks and balances to prevent fraud and produce reliable financial reports.
There is little to no current market for Webstar Technology Groups’ shares.
There is little to no formal marketplace for the resale of our securities. Shares of the Company’s Common Stock may eventually be traded to the extent any demand and/or trading platform(s) exists. However, there is no guarantee there will be demand for the shares, or a trading platform that allows you to sell them. Investors should assume that they may not be able to liquidate their investment or pledge their shares as collateral for some time.
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An active trading market for our common stock may not develop and you may not be able to resell your shares.
There has been a limited public market for shares of our common stock. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the purchase price or at the time that they would like to sell or at all. Our stock is currently trading on the OTCQB tier of the OTC Markets Group, Inc. We do not know the extent to which investor interest will lead to the development and maintenance of an active trading market for our common stock. A limited trading volume will adversely impact your ability to sell our shares.
The OTCQB, as with other public markets, has from time to time experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock may be similarly volatile, and holders of shares of our common stock may from time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of shares of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this report. No assurance can be given that the market price of shares of our common stock will not fluctuate or decline significantly in the future or that common stockholders will be able to sell their shares when desired on favorable terms, or at all.
Our Common Stock price is likely to be highly volatile because of several factors, including a limited public float.
We anticipate that the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.
Other factors that could cause such volatility may include, among other things:
| ● | actual or anticipated fluctuations in our operating results; | |
| ● | the absence of securities analysts covering us and distributing research and recommendations about us; | |
| ● | we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held; | |
| ● | overall stock market fluctuations; | |
| ● | announcements concerning our business or those of our competitors; | |
| ● | actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; | |
| ● | conditions or trends in the industry; | |
| ● | litigation; | |
| ● | changes in market valuations of other similar companies; | |
| ● | future sales of common stock; | |
| ● | departure of key personnel or failure to hire key personnel; and | |
| ● | general market conditions. |
Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.
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Because our officers and board of directors will make all management decisions, you should only purchase our securities if you are comfortable entrusting our directors to make all decisions.
Our board of directors will have the sole right to make all decisions with respect to our management. Investors will not have an opportunity to evaluate the specific projects that will be financed with future operating income. You should not purchase our securities unless you are willing to entrust all aspects of our management to our officers and directors.
We need to raise additional capital. If we are unable to raise necessary additional capital, our business may fail, or our operating results and our stock price may be materially adversely affected.
If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail our operations and our business would fail.
Our issuance of additional common stock in exchange for the purchase of assets, services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our Common Stock.
It is possible that we may issue additional shares of common stock in exchange for debt or for cash under circumstances we may deem appropriate at the time. Any such new issuances may cause a decrease in the quoted price of our common stock.
Our common stock is a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”
Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.
| Legal remedies available to an investor in “penny stocks” may include the following: | ||
| ● | If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. | |
| ● | If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. |
However, investors who have signed arbitration agreements may have to pursue their claims through arbitration. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our Common Stock and may affect your ability to resell our Common Stock.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance that our Common Stock will not remain classified as a “penny stock” in the future.
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Common stock eligible for future sale may adversely affect the market.
From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. There are 405,558,604 shares of our common stock outstanding as of the date of this report. 179,979,148 of these shares are tradable without restriction. Given the lack of a trading history of our common stock, resale of even a small number of shares of our common stock may adversely affect the market price of our common stock.
We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.
Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company, we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.
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We believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
Effective on September 10, 2018, Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
| ● | had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or | |
| ● | in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or | |
| ● | in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. |
As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.
It may not be possible to have adequate internal controls.
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires our management to report on the operating effectiveness of our Internal Controls over financial reporting for the year ending December 31 following the year in which the Company’s registration statement was declared effective, which was 2020. We must establish an ongoing program to perform the system and process evaluation, and testing necessary to comply with these requirements. At this time, we have not yet fully been able to truly test and expand a system of controls; therefore, it may not be possible to have adequate internal controls until such a system is put into place.
Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
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We do not expect to pay cash dividends on our common stock in the foreseeable future.
Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”
We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.
Our amended and restated articles of incorporation as amended authorize the issuance of 500,000,000 shares of common stock. As of the date of this report, we had 405,558,604 shares of common stock outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
Anti-takeover effects of certain provisions of Wyoming state law hinder a potential takeover of our company.
Though not now, we may be or in the future we may become subject to Wyoming’s control share law. A corporation is subject to Wyoming’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Wyoming, and it does business in Wyoming or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.
The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.
Wyoming’s control share law may have the effect of discouraging takeovers of the corporation.
In addition to the control share law, Wyoming has a business combination law which prohibits certain business combinations between Wyoming corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
The effect of Wyoming’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework Special Publication 800-53, 800-61, rev 2 (“NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements. We use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
We have implemented a number of security measures designed to protect its systems and data, including firewalls, antivirus and malware detection tools, patches, log monitors, routine back-ups, system audits, system hardening, penetration testing and privileged access session management. In addition, we have continued its efforts to migrate its platforms to cloud-based computing, which is designed to further strengthen its security posture.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes the following:
| ● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; | |
| ● | a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; | |
| ● | the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; | |
| ● | cybersecurity awareness training of our employees, incident response personnel, and senior management; and | |
| ● | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. |
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Cybersecurity Governance
Our Board considers cybersecurity risks as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
Our Board oversees management’s implementation of our cybersecurity risk management program and receives updates on the cybersecurity risk management program from management at least annually. In addition, management updates the Board regarding any material or significant cybersecurity incidents, as well as incidents with lesser impact potential as necessary.
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Ongoing Risks
We have not experienced any material cybersecurity incidents. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
ITEM 2. PROPERTIES.
Our principal offices are located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our telephone number is 404-994-7819. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.
ITEM 3. LEGAL PROCEEDINGS
We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Currently, our stock is trading on the OTCQB Marketplace of the OTC Markets. There has been limited trading in our stock and there can be no assurance that a significant trading market will develop, or, if developed, that it will be sustained.
Holders of Common Stock
As of September 30, 2026, there were 620 stockholders of record of our common stock.
Securities authorized for issuance under convertible debt instruments
On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock. During the year ended December 31, 2023, 18,371,000 shares of common stock were issued to Mr. Owens for the conversion of a portion of the two-year convertible note payable and accrued interest held by Mr. Owens totaling $183,710. As of December 31, 2025, the principal outstanding on the two-year convertible note payable is $1,000,000. The principal on the convertible note is convertible into 100,000,000 authorized shares of the Company’s common stock. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note.
On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock.
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The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure.
In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The Company will recover the deposit of $29,750 from the purchasing individuals. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors.
Authorized Capital Stock
As of the date of this report, our authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which 1,000 shares have been designated as Series A Preferred Stock. As of August 25, 2026, we had 405,558,604 shares of common stock issued and outstanding and 1,000 shares of Series A Preferred Stock issued and outstanding.
Common Stock
The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.
Preferred Stock
The preferred stock is issuable in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our board of directors. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, may have the effect of delaying, deferring or preventing a change in control of our company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future.
Each share of Series A Preferred Stock shall have a number of votes at any time equal to 0.3% of the number of shares of the Company’s common stock then issued and outstanding on a fully diluted basis (i.e. assuming conversion into common stock of any other classes of preferred stock or agreements or instruments then convertible into shares of common stock), such that all 1,000 shares of the Series A Preferred Stock shall have a number of votes equal to 300% of the issued and outstanding shares of common stock. The Series A Preferred Stock shall vote on any matter submitted to the holders of the Company’s common stock for as long as a share of the Series A Preferred Stock is issued and outstanding. The Series A Preferred Stock shall not have the right to vote on any matter as to which solely another class of preferred stock of the Company is entitled to vote.
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The Series A Preferred Stock is not convertible and is not entitled to receive any dividends paid on any other class of stock of the Company. The Series A Preferred Stock does not have any participation rights and has no preferences in the event of any liquidation, dissolution or winding up of the Company and are not entitled to receive any distribution of the assets or surplus funds of the Company and will not participate with the common stock or any other class of stock of the company therein.
The Certificate of Designations for the Series A Preferred Stock cannot be amended without the prior written consent of the holders of the Series A Preferred Stock. The Series A Preferred Stock are restricted shares and will bear the appropriate restrictive legend.
Transfer Agent
The transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, phone (212) 828-8436.
Warrants
There were no outstanding warrants to purchase shares of our common stock as of December 31, 2025 and 2024.
Options
A stock option grant was issued to our Chief Financial Officer on December 9, 2021, for the right to purchase 2,500,000 shares of our common stock at $0.0001 per share. The grant to our Chief Financial Officer was canceled on June 3, 2022.
Dividend Policy
We have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.
Unregistered Sales of Equity Securities
The following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under the Securities Act.
In 2023, the Company issued 18,371,000 shares of common stock to Mr. James Owens for the conversion of $101,000 of principal and accrued interest of $82,710 associated with a two-year convertible note held by Mr. James Owens.
The Company believes that the shares of our Common Stock were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act. Such securities are restricted as to their transferability as set forth in Rule 144 under the Securities Act and an appropriate restrictive legend is affixed to the stock certificates issued for such shares.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal years ended December 31, 2025 and 2024.
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ITEM 6. SELECTED FINANCIAL DATA.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
You should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report on Form 10-K/A. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.
Overview
Webstar Technology Group, was incorporated in Wyoming on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. However, in June 2024 the new management team of Webstar Technology Group Inc. chose to expand the company’s footprint into the commercial real estate development & acquisitions space.
Restatements
We have become aware that we:
| A) | had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to a convertible note payable – related party plus accrued interest entered into with the Company’s previous CEO, Mr. James Owens, that may convert at a rate of $0.01 per share for the Company’s common stock. As a result, in fiscal year 2024, the Company classified the equity-linked financial instruments as derivative liabilities under ASC 815, Derivatives and Hedging, and recorded a derivative liability of $18,676,168. The error had a significant effect on our previously issued consolidated financial statements for the year ended December 31, 2024. |
| B) | had failed to properly classify liabilities settled with shares of common stock of $4,021,910 for the year ended December 31, 2024. We previously classified the liabilities settled with shares of common stock as a component of other expense, a line item in the consolidated statements of operations of our previously issued consolidated financial statements and reclassified the liabilities settled with shares of common stock to additional paid in capital in the Consolidated Balance Sheet as of December 31, 2024. |
As a result of identifying these errors, we concluded that accounting adjustments were necessary to correct the previously issued financial statements for the year ended December 31, 2024, and that the reports we filed with the SEC that included the financial statements that reported the erroneous information for those periods should no longer be relied upon. Accordingly, we have restated our financial statements for the year ended December 31, 2024, included with this Amended Report.
Plan of Operations
Results of Operations for the years ended December 31, 2025 and 2024
The following discussion represents a comparison of our results of operations for the years ended December 31, 2025 and 2024. The results of operations for the periods shown in our audited consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.
| Years Ended December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Net revenues | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 3,730,831 | 398,058 | ||||||
| Other (income) expense | (2,284,117 | ) | 18,756,168 | |||||
| Net loss before income taxes | $ | (1,446,714 | ) | $ | (19,154,226 | ) | ||
Net Revenues
For the years ended December 31, 2025 and 2024, we had no revenues.
Cost of Sales
For the years ended December 31, 2025 and 2024, we had no cost of sales as we had no revenues.
Operating expenses
Operating expenses increased by $3,332,773, or 837.3%, to $3,730,831 for year ended December 31, 2025 from $398,058 for the year ended December 31, 2024 primarily due to increases in consulting fees of $3,443,499, professional fees of $82,054, investor relations costs of $28,426, travel costs of $3,318, rent of $4,565, and general and administration costs of $8,977, offset partially by compensation costs of $238,066, as a result of adding administrative infrastructure for our anticipated business development. The increase in consulting fees is primarily attributed to fees owed to Urbantec for land improvements prior to the Company owning the land. The decrease in compensation costs is primarily attributable to the decrease in salary and related expenses due to the Company’s former CEO and CFO resigning effective June 14, 2024 and March 4, 2024, respectively, and not being replaced full time employees.
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For the year ended December 31, 2025, we had project related costs – related party of $3,000,000 and general and administrative expenses of $730,831 primarily due to professional fees of $102,655, rent expense of $4,565, investor relations costs of $28,426, consulting fees of $577,660, travel costs of $8,318, and general and administration costs of $9,207, as a result of adding administrative infrastructure for our anticipated business development.
For the year ended December 31, 2024, we had general and administrative expenses of $398,058 primarily due to professional fees of $20,601, compensation costs of $238,066, consulting fees of $134,161, travel costs of $5,000, and general and administration costs of $230, as a result of adding administrative infrastructure for our anticipated business development.
Other (Income) Expense
Other income for the year ended December 31, 2025 totaled $2,284,117 primarily due to the change in derivative liability of $2,878,181 and other income of $8,706, offset primarily by interest expense – original issue discount of $514,588, interest expense – related party of $80,000, and interest expense of $8,182, compared to other expense of $18,756,168 for the year ended December 31, 2024 primarily due to the change in derivative liability of $18,676,168 and interest expense – related party of $80,000.
Net loss before income taxes
Net loss before income taxes for the year ended December 31, 2025 totaled $1,446,714 primarily due to (increases/decreases) in derivative liability, professional fees, investor relations costs, consulting fees, travel, rent, and general and administration costs compared to a loss of $19,154,226 for the year ended December 31, 2024 primarily due to (increases/decreases) in derivative liability, professional fees, compensation costs, and consulting fees.
Assets and Liabilities
Assets were $35,098,965 as of December 31, 2025. Assets consisted primarily of cash of $4,271, due from related party of $107,126, project development - related expenses of $75,470, land and land acquisition - related expenses of $34,899,693 (consisting primary of land purchases), and prepaid expenses and other current assets of $12,405. Liabilities were $56,194,958 as of December 31, 2025. Liabilities consisted primarily of accounts payable of $294,323, accrued expenses of $3,341, due to related party of $250,000, derivative liability of $15,797,987, short term convertible notes payable of $191,380, promissory notes payable of $34,688,940, net of unamortized debt issuance costs of $135,983, promissory notes – related party of $3,000,000, liability for condominium of $584,918, net of unamortized debt issuance costs of $735,082, convertible note payable – related party of $1,014,500, accrued interest of $113,026, accrued interest – related party of $135,358, long term notes payable of $100,000, and other current liabilities of $21,185.
Liquidity, Going Concern and Uncertainties
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $63,337,851 at December 31, 2025, had a working capital deficit of $55,386,238 and $19,757,404 at December 31, 2025 and 2024, respectively, had a net loss of $1,446,714 and $19,154,226 for the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $17,865 and $111,934 for the years ended December 31, 2025 and 2024, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
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While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
General – Overall, we had an increase in cash flows for the year ended December 31, 2025 of $4,251 resulting from cash provided by financing activities of $864,287, offset partially by cash used in operating activities of $17,865 and cash used in investing activities of $842,171.
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (17,865 | ) | $ | (111,934 | ) | ||
| Investing activities | (842,171 | ) | - | |||||
| Financing activities | 864,287 | 111,784 | ||||||
| $ | 4,251 | $ | (150 | ) | ||||
Cash Flows from Operating Activities – For the year ended December 31, 2025, net cash used in operating activities was $17,865 compared to net cash used in operations of $111,934 for the year ended December 31, 2024. Net cash used in operations was primarily due to a net loss of $1,446,714 for year ended December 31, 2025 and the changes in operating assets and liabilities of $657,664, primarily due to the changes in deposits in conjunction with accrued expense of $3,341, prepaid expenses and other current assets of $7,944, accounts payable of $289,294, accrued expenses – related party of $250,000, accrued interest of $113,026, accrued interest – related party of $80,000, and other current liabilities of $21,185, offset primarily by due from related party of $107,126. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the accretion of original issuance costs of $649,366 and debt issued for project development - related expenses of $3,000,000, offset primarily by the change in derivative liability of $2,878,181.
For the year ended December 31, 2024, net cash used in operations was primarily due to a net loss of $19,154,226 and the changes in operating assets and liabilities of $306,124, primarily due to the changes in accrued payroll of $243,066, accrued interest – related party of $80,000, and accounts payable of $2,909, offset partially by the change in prepaid expenses of $19,851. In addition, net cash used in operating activities includes adjustments to reconcile net profit from consulting services added to due to stockholder of $60,000, and the change in derivative liability of $18,676,168.
Cash Flows from Investing Activities – For the year ended December 31, 2025, net cash used in investing activities was $842,171 was primarily due to project development – related expenses of $75,470 and land and land acquisition – related expenses of $766,701. For the year ended December 31, 2024, the Company had no cash flows from investing activities.
Cash Flows from Financing Activities – For the year ended December 31, 2025, net cash provided by financing activities was $864,287, due to proceeds from long term notes payable of $100,000, proceeds from short term convertible notes of $359,930, proceeds from short term loans payable of $504,000, capital contribution from shareholder of $125, proceeds from convertible notes payable - related party of $14,500, offset partially by repayments of convertible notes of $60,550, repayments of promissory notes of $12,500, and repayments of advances from a related party of $41,218, compared to cash provided by financing activities of $111,784 for the year ended December 31, 2024 due to advances from stockholders of $70,566 and advances from a related party of $41,218.
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Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. As stated above, Management intends to raise additional funds by way of a public offering or an asset sale transaction, however there can be no assurance that we will be successful in completing such transactions.
We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
Common Stock
During the year ended December 31, 2025, several convertible promissory notes totaling $105,000 were converted into 4,071,429 of the Company’s common shares.
During the year ended December 31, 2025, a convertible promissory note totaling $3,000 was converted into 42,857 of the Company’s common shares. As of December 31, 2025, these shares have not been issued, therefore, the Company has presented these shares as common stock to be issued on under stockholders’ deficit in the accompanying balance sheets (see Note 4). On May 15, 2026, the Company issued these shares.
On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement.
As of December 31, 2025, the Company has not issued a total of 42,857 common shares due to several third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company’s outstanding shares balance of 404,228,842.
Short Term Notes Payable
During the year ended December 31, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and December 2026 for aggregate gross proceeds of $334,930 and had repayments totaling $60,550. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During the year ended December 31, 2025, several Notes were converted into 4,071,429 of the Company’s common shares. The Company has a balance owed of $191,380 and $0 at December 31, 2025 and 2024, respectively.
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Subsequent to December 31, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and January 2027 for aggregate gross proceeds of $755,600. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.20 per share into the Company’s common stock. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the Note holders may be entitled to take various actions, which may include the acceleration of amounts due under the Notes.
Due to Related Party
During the years ended December 31, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $151,344 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due from related party of $107,126 and a balance owed to related party of $41,218 as of December 31, 2025 and 2024, respectively. On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes, the Company’s CEO. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. The Company has a balance due to related party of $250,000 and $0 as of December 31, 2025 and 2024, respectively. These advances total to a balance due to related party of $250,000 and $41,218 as of December 31, 2025 and 2024, respectively and have been presented as advance from related party on the accompanying balance sheets.
Promissory Note Payable
Webstar
On July 22, 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025.
In June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.
Forge Atlanta
During the year ended December 31, 2025, the Company entered into a promissory note with Urbantec, a related party, of $3,000,000, is non-interest bearing, and is recorded as project related costs – related party in the Consolidated Statements of Operations during the year ended December 31, 2025. The promissory note is due upon closing of the land purchase as described in Note 1.
On December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”) through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”) for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”) for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:
| 1. | Purchase Money Promissory Note for a principal amount of $33,700,000. The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Note matured and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) is to paid as follows: |
| A. | Per the terms of the Modification, Forge has previously paid MCRR a total of $50,000 of which $35,000 shall be nonrefundable and shall be treated as a payment toward the Extension Fee and $15,000 has been paid as a nonrefundable reimbursement of MCRR's legal fees. |
| B. | $50,000 shall be paid by Forge to MCRR by close of business on June 2, 2026 as an additional payment toward the Extension Fee. As of September 9, 2026, the Company has paid this extension fee. |
| C. | A payment of $612,000 shall be paid by Forge to MCRR on or before June 30, 2026. The June 30, 2026 payment represents (i) $337,000 to be credited by MCRR against Accrued Interest, and (ii) $360,000 against the Extension Fee, less the total of $85,000 of Extension Fee previously noted in #A and #B above. As of September 23, 2026, the Company has paid $60,500 of the required Extension Fee of $275,000. As of the date of this filing, the Company has not paid the $337,000 Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| D. | If Forge is unable to make the full June 30, 2026 payment on or before June 30, 2026, Forge may defer the unpaid balance of the June 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before June 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“June 30 Deferral Option”). If Forge timely makes such $100,000 payment, then (i) the remaining balance of the June 30, 2026 payment in the amount of $512,000 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $337,000 of Accrued Interest and $175,000 of remaining Extension Fee. In the event that Forge exercises the June 30 Deferral Option, the aggregate amount of $185,000, consisting of the $35,000 Extension Fee payment in #A above, the $50,000 Extension Fee payment in #B above, and the $100,000 Extension Fee payment described in this Section #D, shall be deemed a non-creditable Extension Fee amount (the "Non- Creditable June Deferral Amount") and shall not be included in the Extension Fee Credit described in #J below. If Borrower fails to timely pay the $100,000 required to exercise this June Deferral Option, or fails to pay the Deferred June 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| E. | A payment of $348,500 shall be paid by Forge to MCRR on or before July 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| F. | If Forge is unable to make the full July 30, 2026 payment on or before July 30, 2026, Forge may defer the unpaid balance of the July 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before July 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“July Deferral Option”). If Borrower timely makes such $100,000 payment, then (i) the remaining balance of the July 30,2026 payment in the amount of $248,500 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $168,500 of Accrued Interest and $80,000 of remaining Extension Fee. In the event that Borrower exercises the July Deferral Option such $100,000 Extension Fee payment shall be deemed a non-creditable Extension Fee amount (the "Non-Creditable July Deferral Amount") and, together with the Non-Creditable June Deferral Amount, shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this July Deferral Option, or fails to pay the Deferred July 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| G. | A payment of $348,500 shall be paid by Forge to MCRR on or before August 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee; provided, however, that if Forge has exercised the June Deferral Option and/or the July Deferral Option, then the Deferred June 30 Balance and/or the Deferred July 30 Balance, as applicable, shall also be due and payable on August 30, 2026. For avoidance of doubt, if both deferral options are timely exercised, the total amount due on August 30, 2026 shall be $1,109,000, consisting of the $348,500 scheduled August 30 payment, the $512,000 Deferred June 30 Balance, and the $248,500 Deferred July 30 Balance. If Borrower fails to pay the balance due on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| H. | A payment of $517,000 shall be paid by Forge to MCRR on or before September 30, 2026, which shall consist of $337,000 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| I. | The Note principal and all remaining accrued but unpaid interest shall be due and payable on October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| J. | If the Note is paid in full on or before October 1, 2026, the amount then required to pay the Note in full shall be reduced by the amount of the Extension Fee that has actually been paid by Forge to MCRR, but only to the extent such amount is expressly creditable under this Modification. Any unpaid balance of the Extension Fee shall be waived if the Note is paid in full on or before October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 2. | Short Term Promissory Note for a principal amount of approximately $32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was repaid as of January 7, 2026. |
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On April 10, 2026, the Company entered into a promissory note with a director of the Company for a principal amount of $70,500 ($50,000 cash was received) due April 23, 2026 which was issued at a $20,500 original issue discount from the face value of the promissory note. The note is in default and as provided in the note, the noteholder is entitled to a default charge of $500 plus interest will accrue at a rate of thirty-nine percent (39%). The Company is currently in discussions to restructure the terms of this note.
Subsequent to December 31, 2025, the Company entered into several investment agreements with third parties for a total principal amount of $63,500 ($55,000 cash was received) due at various dates from July 7, 2026 through August 31, 2026 which was issued at an $8,500 original issue discount from the face value of the investment agreement. The note is in default and the Company is currently in discussions to restructure the terms of this note.
On December 9, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $220,000 ($160,000 cash was deposited through Escrow and used for Land purchase financing) due April 9, 2026 which was issued at a $60,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,909 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $49,091 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $80,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $360,000 as of December 31, 2025. In addition, the investment agreement provides the noteholder with 0.0292% equity in the Forge Atlanta project and a cash-settled right to receive 0.0292% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.
On December 4, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $341,931 ($240,000 cash was deposited through Escrow and used for Land purchase financing) due June 4, 2026 which was issued at a $101,931 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $15,039 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $86,892 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $64,918 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $375,082 as of December 31, 2025. In addition, the investment agreement provides the noteholder with 0.034% equity in the Forge Atlanta project and a cash-settled right to receive 0.034% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.
On September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $100,000 due September 2027 and bearing interest at 12%. In addition, the investment agreement provides the noteholder with 0.00028% equity in the Forge Atlanta project.
On September 17, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $120,000 ($100,000 cash was received) due October 31, 2025 which was issued at a $20,000 original issue discount from the face value of the investment agreement. Forge Atlanta recorded original issue discount accretion of $20,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. In addition, the note required 300,000 common shares to be transferred privately by a shareholder. The note was repaid as of January 7, 2026.
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On September 19, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $110,000 ($100,000 cash was received) due November 30, 2025 which was issued at a $10,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $440,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. After the occurrence of a default as provided in the note, the noteholder shall retain the right to receive the condominium plus interest at 30% per annum on the note. The note was repaid as of January 7, 2026.
Generally, the Company’s operations are subject to a number of factors that can affect its operating result and financial condition. Such factors include, but are not limited to, the results of our marketing efforts to promote users for our software solutions, successful launch and acceptance of our software solutions in the marketplace, competition of our software solutions, attraction of talented and skilled employees to support the business and the ability to raise capital to support its operations.
In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for our capital needs by obtaining capital from management and significant stockholders sufficient to meet its operating expenses. Further, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.
Convertible Notes Payable – Eric Collins, the Company’s Chairman
During the year ended December 31, 2025, the Company authorized convertible promissory notes to Eric Collins, the Company’s Chairman, bearing no interest and are due and payable in December 2026 for aggregate gross proceeds of $14,500. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.03 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During year ended December 31, 2025, no Notes were converted into the Company’s common shares. The Company has a balance owed of $14,500 and $0 at December 31, 2025 and 2024, respectively.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company’s legal costs associated with contingent liabilities are recorded to expense as incurred.
Income taxes
We are a corporation for U.S. federal income tax purposes. As such we are subject to U.S. federal, state and local income taxes and are taxed at the prevailing corporate tax rates. We recognize the effect of income tax positions only if these positions are more likely than not to be sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The financial statements included in this annual report do not include a provision for federal income taxes since each of our statements of operations have a net loss. In the future, if we determine that such tax benefits are likely to be realized by us, we will record a deferred tax asset based on the then effective income tax rate.
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JOBS Act
We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in Management’s discussion and analysis of financial condition and results of operations and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation. We have availed ourselves of the reduced reporting obligations and executive compensation disclosure in this annual report and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.
In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to take advantage of such extended transition period, and as a result, we may not comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards.
We will continue to qualify as an emerging growth company until the earliest of:
| ● | The last day of our fiscal year following the fifth anniversary of the date of our IPO; | |
| ● | The last day of our fiscal year in which we have annual gross revenues of $1.0 billion or more; | |
| ● | The date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; | |
| ● | The date on which we are deemed to be a “large accelerated filer”, which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act. |
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies
We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.
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Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the standard for the private company. This may make comparison of our financial statements with any other public company that is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act described above in this annual report (see “Implications of Being an Emerging Growth Company”), and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company’s financial statements, together with the reports of the independent registered public accounting firms thereon and the notes thereto, are presented beginning at page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The previously engaged independent registered public accounting firm, Pipara & Co LLP (“Former Auditor”), for the Company did not complete its audit procedures for the fiscal year ended December 31, 2025 and did not issue an audit report or opinion on the Company’s financial statements for such period.
The Company and the Former Auditor mutually agreed to discontinue the audit engagement prior to the issuance of an audit report.
During the period of engagement, there were discussions and differences in interpretation regarding the application of certain accounting principles, financial statement presentation, and audit procedures, including matters related to the classification, timing, and supporting documentation of certain obligations. These matters were not resolved to the satisfaction of the Former Auditor prior to the discontinuation of the engagement.
The Company has provided all requested documentation and continues to cooperate fully with audit requirements.
During the first quarter of 2026, the Company engaged Victor Mokuolu, CPA PLLC as its new independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2025.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (the Company’s principal executive officer and principal and accounting financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, due to the material weaknesses identified below.
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Identification of Material Weaknesses in Controls and Procedures
As a result of the misstatements in the financial statements for the year ended December 31, 2024, as described under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations - Restatements, and in connection with the evaluation of our controls and procedures for the year ended December 31, 2024 we have determined that we have a material weaknesses in our controls and procedures, as more fully described below.
A material weakness in internal control over financial reporting is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.
We have become aware that we:
| A) | had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to a convertible note payable – related party plus accrued interest entered into with the Company’s previous CEO, Mr. James Owens, that may convert at a rate of $0.01 per share for the Company’s common stock. As a result, in fiscal year 2024, the Company classified the equity-linked financial instruments as derivative liabilities under ASC 815, Derivatives and Hedging, and recorded a derivative liability of $18,676,168. The error had a significant effect on our previously issued consolidated financial statements for the year ended December 31, 2024. |
| B) | had failed to properly classify liabilities settled with shares of common stock of $4,021,910 for the year ended December 31, 2024. We previously classified the liabilities settled with shares of common stock as a component of other expense, a line item in the consolidated statements of operations of our previously issued consolidated financial statements and reclassified the liabilities settled with shares of common stock to additional paid in capital in the Consolidated Balance Sheet as of December 31, 2024. |
As a result of identifying these errors, we concluded that accounting adjustments were necessary to correct the previously issued financial statements for the year ended December 31, 2024, and that the reports we filed with the SEC that included the financial statements that reported the erroneous information for those periods should no longer be relied upon. Accordingly, we have restated our financial statements for the year ended December 31, 2024, included with this Amended Report.
We determined that these failures and related restatements and reclassification demonstrated the following weakness in our internal control over financial reporting:
| ● | Accounting and Finance Personnel Weakness — As of the year ended December 31, 2024, the Company lacked appropriate resources within the accounting function. The accounting staff is comprised of few people and, as of December 31, 2024, the staff did not have an adequate number of personnel with the expertise and training to meet the Company’s reporting demands. |
Remediation Plan for Material Weakness in Internal Control over Financial Reporting
During 2027, we plan to add experienced staff to the accounting department. During 2026 we will continue to assess the needs of our accounting department, hire additional staff as needed and monitor the staff’s continuing education. We believe that these factors will substantially decrease the possibility of the occurrence of errors in our financial statements.
We cannot assure you at this time that the actions and remediation efforts we have taken or ultimately will implement will effectively remediate the material weaknesses described above or prevent the incidence of other significant deficiencies or material weaknesses in our internal control over financial reporting in the future. Our management, including our principal executive officer and principal accounting officer, does not expect that disclosure controls or internal controls over financial reporting will prevent all errors, even as the aforementioned remediation measures are implemented and further improved to address all deficiencies. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions.
The implementation of our remediation plan will require substantial expenditures, could take a significant period of time to complete, and could distract our officers and employees from the operation of our business. However, our management believes that these remediation efforts will be complete by the end of 2027.
With respect to the fiscal year ending December 31, 2024, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ending December 31, 2024, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective.
Management’s Annual Report on Internal Control Over Financial Reporting.
As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act, as a process designed by, or under the supervision of, the Company’s President, Chief Executive Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; | |
| ● | Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement. |
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013 framework). Based on that evaluation, our Chief Executive Officer (who is our principal executive officer and principal accounting and financial officer), concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that amounted to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) inadequate segregation of duties consistent with control objectives; and (ii) we do not have a fully functioning audit committee, resulting in a lack of independent oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer, in connection with the review of our financial statements as of December 31, 2025.
Our management has begun evaluating remedies to reduce these material weaknesses. However, there can be no assurance that the planned remedies can be effectively put in place as planned.
Changes in Internal Controls over financial reporting
No change in our internal control over financial reporting occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. Not Applicable
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this Annual Report on Form 10-K/A. Each director is elected at our annual meeting of stockholders and holds office until his successor is elected and qualified. Officers are elected by our board of directors and their terms of office are at the discretion of our board.
There is no familial relationship between or among the nominees, directors or executive officers of the Company:
| Name | Position | Age | Term
of Office (If indefinite give date of appointment) | |||
| Ricardo Haynes | President / CEO and Accounting Officer | 60 | Indefinite - June 25, 2024 | |||
| Marilyn Karpoff | Independent Director | 57 | Indefinite - June 25, 2024 | |||
| Gordon Clinkscale | Independent Director | 64 | Indefinite - June 25, 2024 | |||
| Eric Collins | Chairman | 58 | Indefinite - June 25, 2024 | |||
| Lance Lehr | COO | 57 | Indefinite - June 25, 2024 | |||
| Donald R. Keer | Attorney, Secretary, Treasury | 64 | Indefinite - June 25, 2024 |
OTCQB requires independent directors
The table below sets forth the officers of Webstar Technology Group:
| Name | Position | Age | Term
of Office (If indefinite give date of appointment) | |||
| Eric Collins | Chairman | 58 | Indefinite - June 25, 2024 | |||
| Ricardo Haynes | CEO and Accounting Officer | 60 | Indefinite - June 25, 2024 | |||
| Lance Lehr | COO | 57 | Indefinite - June 25, 2024 | |||
| Donald R. Keer | Attorney, Secretary, Treasury | 64 | Indefinite - June 25, 2024 | |||
Mr. Ricardo Haynes, President/CEO and Accounting Officer
Highly accomplished business development executive with more than 20 years of experience in producing exponential revenue growth as well as cultivating enduring relationships within the luxury hotel & hospitality management industry for flagship entities that include: Marriott / BonVoy & Hyatt Hotels. Prior to his current role Mr Haynes spent the last 15 years in the commercial real estate development lending & acquisitions space as part of a team specializing in the creation and successful implementation of collateralized debt instruments for commercial property purchase and development.
Mr. Eric Collins – Chairman
Mr. Collins is a well-polished leader with over 39 years in project management experience specializing in logistics planning for the U.S. Air Force, Special Operation Forces Division where he was responsible for oversight, coordination and execution of operational cost efficiencies of funds, time, material and facilities to resolve problems and issues in support and maintenance programs. He has also worked for Top Flight Development Group Inc. in Atlanta, GA buying and selling property for residential development.
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Mr. Lance L. Lehr – Operations Officer
Mr. Lehr has 25 years of senior management experience in the Hospitality Industry. He has worked at the senior most level of projects ranging from Ski Area’s with Hotel, Condo, F&B and Adventure Parks to Indoor Water Park Resorts development and operations. Mr. Lehr serves as a senior advisor to one POS, a hospitality technology leader and has developed numerous independent companies and concepts. His entrepreneurial management style of leadership empowers associates and holds them accountable for high level performance.
Mr. Donald R. Keer, P.E., ESQ. – Secretary/Corporate Attorney
Mr. Keer is an attorney and a professional engineer who spent the first half of his career as a construction project manager working for Fluor Corporation and then local developers in New Jersey and Pennsylvania. For the past 25 years, Mr. Keer has represented business clients working on construction projects, real estate development, mergers and acquisitions and publicly traded companies to ensure their businesses and construction projects move forward in a timely manner. He is a sole practitioner and has had his own law practice for 25 years.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Corporate Governance
Our board of directors is comprised of four (4) non-independent director and two (2) independent directors.
The Company plans to obtain public company directors’ and officers’ insurance coverage, but has not done so yet, and plans to do so in the future once it raises sufficient funds. However, there can be no assurance that any funds can be raised or that the foregoing can occur as planned.
Code of Ethics
We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.webstartechnologygroup.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website.
Board Structure
Our board has chosen not to separate the positions of Chief Technology Officer and Chairman of the Board as our initial planned operations will be limited. Our board of directors does not believe that such separation will serve any useful purpose at this time.
Role of Board in Risk Oversight Process
Management is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The whole board considers strategic risks and opportunities and receives reports from our officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling our oversight function with respect to different areas of our business risks and our risk mitigation practices.
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Communications with the Board of Directors
Stockholders with questions about us are encouraged to contact us by sending communications to the attention of the Chief Executive Officer at 1100 Peachtree St. NE, Suite 200, Atlanta, GA 30309. If stockholders feel that their questions have not been sufficiently addressed through communications with the Chief Executive Officer, they may communicate with the board of directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer at the same address.
Director Compensation
We have agreed to pay our non-employee directors $3,000 each for attending our quarterly board of directors’ meetings and reimburse them for reasonable travel expenses incurred in attending board and committee meetings once the Company is publicly held. The Company has held quarterly board meetings and the Board has waived director fees for each meeting. Therefore, such fees have not been paid nor accrued to date. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.
Procedures for Nominating Directors
The sitting directors nominate the people that they recommend to be directors of the Company for the coming year. The recommendations are then presented to the stockholders for a vote at an annual or special meeting of stockholders. The board sets a “record date” for determining stockholders that will be entitled to notice of and to vote at the annual and/or special meeting. Only stockholders of record as of the record date will be entitled to notice of the meeting and to vote at the meeting.
The required quorum for the annual meeting is a majority of the common stock issued and outstanding on the record date. If a quorum is not present when the meeting is called to order on the day and time stated above, the stockholders will be asked to vote to adjourn the meeting in order to enable us to have more stockholders in attendance, either in person or by proxy. Those who are present at the time of the meeting, though less than a quorum to transact other business, are sufficient to have a vote on adjournment of the meeting to a later date.
To approve the election of directors, the number of nominees proposed by the directors receiving the highest number of (or plurality) for votes at the annual and/or special meeting will be elected.
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ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes all compensation recorded by us in the past two fiscal years for:
| ● | our principal executive officer or other individual serving in a similar capacity, | |
| ● | our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2024 whose compensation exceed $100,000, and | |
| ● | up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2024. |
For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”
2025 Summary Compensation Table
| Name and Principal Position | Fiscal Year Ended | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||
| James Owens(1) | 12/31/2025 | - | - | - | - | - | - | ||||||||||||||||||||
| 12/31/2024 | 1 | - | - | - | - | 1 | |||||||||||||||||||||
| Don D. Roberts(2) | 12/31/2025 | - | - | - | - | - | - | ||||||||||||||||||||
| 12/31/2024 | 166,250 | - | - | - | 5,700 | 171,950 | |||||||||||||||||||||
| Harold E. Hutchins(3) | 12/31/2025 | - | - | - | - | - | - | ||||||||||||||||||||
| 12/31/2024 | 59,452 | - | - | - | 2,000 | 362,000 | |||||||||||||||||||||
| Ricardo H. Haynes | 12/31/2025 | - | - | - | - | 250,000 | 250,000 | ||||||||||||||||||||
| 12/31/2024 | - | - | - | - | - | - | |||||||||||||||||||||
| (1) | Chairman of the Board of Directors and Chief Technology Officer – on June 3, 2022 salary was amended to $1 from $350,000. All salary and other compensation amounts were previously accrued, not paid. Salary related obligations were settled with the CTO on June 3, 2022 through the issuance of a two-year convertible note payable. | |
| (2) | Chief Executive Officer – All amounts accrued, not paid. These accrued obligations were assumed by an entity owned and controlled by Mr. Owens in 2024. | |
| (3) | Chief Financial Officer – In 2024 and 2023, $0 and $30,400, respectively, was paid, and the remaining amounts not paid were accrued. These accrued obligations were assumed by an entity owned and controlled by Mr. Owens in 2024. |
Management Services Agreement
On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. This Agreement shall continue in effect until terminated by any party upon thirty (30) days’ written notice. The Company made no payments to Mr. Haynes during the year ended December 31, 2025. The cumulative amount accrued and unpaid at December 31, 2025 related to Mr. Haynes was $250,000.
Long-Term Incentive Plans
There are no arrangements or plans in which we would provide pension, retirement or similar benefits for directors or executive officers.
Director Independence
Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Marilyn Karpoff, and Gordon Clinkscale do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of NASDAQ.
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Outstanding Equity Awards at 2025 Fiscal Year-End
The stock options listed in the table below represent the stock issuable upon conversion of the convertible note payable issued to James Owens under the settlement agreement discussed in Part III, Item 13 of this report.
The following table provides information concerning unexercised options, stock that had not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2025:
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||
| Name | Number of Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Unexercisable | Equity Incentive Plan Awards: Number of Underlying Unearned Options (#) | Option Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value Shares Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | |||||||||||||||||||||||
| James Owens | 100,000,000 | - | - | 0.01 | 12/3/2025 | - | - | - | - | |||||||||||||||||||||||
Limitation on Liability
Under the Wyoming Revised Statutes and our amended and restated articles of incorporation, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his “duty of care”. This provision does not apply to the directors’ (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
The statute does not affect a director’s responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require our company to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of August 15, 2026, we had 405,558,604 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2026 for:
| ● | each of our executive officers, | |
| ● | each of our directors, | |
| ● | all of our directors and executive officers as a group, and | |
| ● | each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock. |
Information on beneficial ownership of securities is based upon a record list of our stockholders and we have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, except as otherwise provided below.
Unless otherwise indicated, the business address of each person listed is in care of Webstar Technology Group, Inc., 1100 Peachtree St. NE, Suite 200, Atlanta, Georgia 30309.
Shares Beneficially | Percentage of Shares(1) | |||||||
| Name of Beneficial Owner | ||||||||
| Gary Lagrotteria | 24,607,500 | 6.1 | % | |||||
| Directors and Named Officers | ||||||||
| Ricardo Haynes | 10,309,592 | 2.5 | % | |||||
| Thunder Energies Corporation | 60,994,998 | 15.0 | ||||||
| Marilyn Karpoff | 1,192,857 | 0.3 | % | |||||
| Donald Keer | 16,000,000 | 3.9 | % | |||||
| Gordon Clinkscale | 333,334 | 0.1 | % | |||||
| Eric Collins | 7,000,000 | 1.7 | % | |||||
| Lance Lehr | 5,000,000 | 1.2 | % | |||||
| All named executive officers and directors as a group (six persons) | 100,830,781 | 24.9 | % | |||||
| (1) | Based on 405,558,604 shares outstanding as of the date of this filing. |
*Less than 1%
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Securities Authorized for Issuance under Equity Compensation Plans
As of December 31, 2025, there were no securities authorized for issuance under equity compensation plans.
The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2025.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation securities reflected in column (a)) | |||||||||
| Plans approved by our stockholders | - | - | - | |||||||||
| Plans not approved by stockholders* | - | - | - |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since March 10, 2015 (inception) and each currently proposed transaction in which:
| ● | We have been or will be a participant; | |
| ● | the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years; and | |
| ● | any of our directors, executive officers, beneficial owners of more than 5% of our capital stock or promoters, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. |
Mr. Owens is deemed a “promoter” of our company as that term is defined in the rules and regulations promulgated under the Securities Act of 1933.
We do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions. The terms of the following transactions between related parties were not determined as a result of arm’s length negotiations. When such transactions arise, they are referred to our board of directors for its consideration.
In connection with the formation of our company, we issued an aggregate of 97,000,000 shares of our common stock to James Owens, in exchange for a cash contribution of $9,700.
James Owens, the controlling stockholder of the Company, has loaned the Company money on an as needed basis. As of December 31, 2023, the total amount outstanding from these working capital loans is $228,674. The advances from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens. Mr. Owens has orally agreed not to demand repayment of his loans until such time as we have sufficient capital resources to repay such loans.
On August 16, 2017, we entered into an Amended and Restated Consulting Agreement with James Owens. Under the terms of the agreement, Mr. Owens’ duties include: strategic alliances, mergers and acquisitions; corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by us; business development and business advertising and due diligence processes. The term of the agreement commenced on August 16, 2017 and was canceled on December 31, 2019, and Mr. Owens agreed to cancel all the amounts due him under the agreement as of December 31, 2019.
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On June 30, 2017, we entered into an Intellectual Property Purchase Agreement with Webstar Networks (the “IP Purchase Agreement”). James Owens, the controlling stockholder of our company controls the voting power of Webstar Networks. Under the terms of this agreement, we agreed to purchase and Webstar Networks agreed to sell to us all intellectual property associated with the Webstar eCampus software and website www.webstarecampus.com and other assets associated with the operation of this website. The purchase price for these assets was 17,000,000 shares of our unregistered common stock. The closing date was to occur no later than July 31, 2018 and was conditioned upon our sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1 for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering and therefore, we may not be able to execute the foregoing as planned. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. On May 12, 2018, we entered into an amendment to the IP Purchase Agreement whereby we issued 17,000,000 shares of our unregistered common stock and a promissory note in the principal amount of $675,000 payable upon completion of a sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1, for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering. On June 30, 2018, we entered into a Second Amendment to the IP Purchase Agreement whereby we agreed with Webstar Networks to increase from $3,000,000 to $5,000,000 the minimum offering amount triggering the $675,000 principal payment under the promissory note we issued on May 12, 2018. On February 21, 2020, Webstar Networks agreed to cancel the $675,000 note, effective December 31, 2019 pursuant to a Cancellation of Amended and Restated Promissory Note Agreement between the Company and Webstar Networks, dated February 21, 2020.
Joseph P. Stingone, Sr., our former Chief Executive Officer provided us with the use of our principal offices located at 4231 Walnut Bend, Jacksonville, FL 32257 free of charge until April 1, 2019. We then entered into a lease agreement with him. On February 21, 2020, Barbara Stingone, Joseph’s widow and sole heir, canceled the lease, effective December 31, 2019, and agreed to transfer all liabilities owed her under the lease to James Owens. Mr. Owens accepted the transfer of the liabilities from the Company, effective December 31, 2019.
On June 21, 2019 the Company engaged StoneBridge Securities, LLC, and entity solely owned by Michael Hendrickson, a director of the Company, to preform services relating to the future offering of the Company’s common stock. The agreement calls for commissions to StoneBridge ranging from 1% to 3% for assisting in capital raising transactions. The agreement additionally called for a signing bonus of 500,000 warrants for the purchase of the Company’s common stock. The signing bonus was canceled by action of the Company’s Board of Directors on November 22, 2019, effective June 30, 2019.
On December 14, 2019, the Company entered into a subscription agreement (the “Preferred Subscription Agreement”) pursuant to which the Company agreed to issue and sell to James Owens, the Company’s Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000.
On April 2, 2020, pursuant to the terms of a subscription agreement (the “Preferred Subscription Agreement”) the Company issued and sold to James Owens, the Company’s Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000. The total price of $250,000 was recorded as a reduction to the due to stockholder account and an increase to the additional paid-in capital due to the related party nature of the transaction.
On August 26, 2020, Margie Simon, wife of Sanford Simon, Director, received 1,000,192 shares of the Company’s common stock in a liquidating distribution of Webstar Networks Corporation. Additionally, on September 17, 2020, Margie Simon purchased 107,500 shares of the Company’s common stock in a registered public offering at the offering price of $0.10 per share.
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On August 26, 2020, the Company’s CEO, Don Roberts, and CFO, Harold Hutchins along with Directors Landmann, England, Hendrickson, Simon, and Harrington, received shares of the Company’s common stock in the liquidating distribution of Webstar Networks Corporation. The amounts of the common stock received by these individuals is listed in “Item 12 – Securities Ownership of Certain Beneficial Owners and Management”.
On December 9, 2021, the Company’s CFO was granted non-qualified options to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.0001 per share. The options are fully vested and have an expiration date of December 9, 2031. On June 3, 2022, this option grant was canceled.
In February 2022, one of our directors, Dr. England, died. Dr. England has not been replaced as of the date of this report.
On April 30, 2022, in accordance with their agreements, two of the Company’s directors, Dr. Ron Landmann and Kevin Harrington, terms expired. Their replacements have not been named as of the date of this report.
On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability of $756,450, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock.
On July 15, 2022, the Company amended its Technology Marketing and License Agreement with Soft Tech Development Corp. The material changes to the existing agreement are as follows:
Change Item 1., License
- to make the license exclusive
- to grant the Company a Right-of-First Refusal to acquire future exclusive marketing license for new technologies
- to remove Company’s option to broker and split proceeds on sale of Soft Tech’s technology
Change Item 12, Termination
- to give Licensor (Soft Tech) right to terminate the agreement upon:
- change in executive management of Company
- sale of majority interest in Company to 3rd party
- there is a Change of Control in the Company
On May 15, 2023, the Frank Perone Trust (owned and held by Mr. James Ownes) partially converted $101,000 of two-year convertible note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion rate of $0.01 per share, in accordance with the note’s convertible provision. There was no gain or loss related to the partial conversion.
| 38 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The following table sets forth the aggregate fees billed through our fiscal year ends to the Company by its independent registered public accounting firms, Victor Mokuolu, CPA PLLC and Pipara & Co LLP, for the fiscal years indicated.
| ACCOUNTING FEES AND SERVICES | 2025 | 2024 | ||||||
| Audit fees | $ | 114,500 | $ | 45,655 | ||||
| Tax fees | - | - | ||||||
| Total | $ | 114,500 | $ | 45,655 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by Victor Mokuolu, CPA PLLC and Pipara & Co LLP, were compatible with the maintenance of the firm’s independence in the conduct of the audits.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountants for the fiscal years ended December 31, 2025 and 2024.
| 39 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following are filed as part of this report:
(a)Financial Statements
The financial statements of the Company and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report.
(b) Exhibits
The following exhibits are filed or “furnished” herewith:
EXHIBIT INDEX
| 40 |
| 41 |
| * | Filed herewith. |
| + | Management contract or compensatory plan or arrangement. |
| 42 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Webstar Technology Group, Inc. | ||
| Dated: October 15, 2026 | By: | /s/ Ricardo H. Haynes |
| Ricardo H. Haynes | ||
| Chief Executive Officer and Principal Financial and Accounting Officer (principal executive officer) | ||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | Title and Date | |
| /s/ Ricardo H. Haynes | Director Dated: October 15, 2026 | |
| Ricardo H. Haynes |
| 43 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors
Webstar Technology Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Webstar Technology Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024 (restated), the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 (restated), and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Restatement of 2024 Financial Statements
As discussed in Note 12 to the financial statements, the Company’s previously issued 2024 financial statements have been restated to correct misstatements. The 2024 financial statements, before the restatement, were audited by other auditors. We have reaudited the 2024 financial statements, as restated, and our opinion on those financial statements is based solely on our reaudit.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue, incurred a net loss of $1,446,714 for the year ended December 31, 2025, and had a working capital deficit of $55,386,238 and an accumulated deficit of $63,337,851 as of December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| Victor Mokuolu, CPA PLLC | |
| We have served as the Company’s auditor since 2026. | |
| Houston, Texas | |
| October 15, 2026 | |
| PCAOB ID: 6771 | |
| F-2 |
Webstar Technology Group, Inc.
Consolidated Balance Sheets
| 2025 | 2024 | |||||||
| December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 4,271 | $ | 20 | ||||
| Due from related party | 107,126 | - | ||||||
| Prepaid expenses and other current assets | 12,405 | 20,349 | ||||||
| Total current assets | 123,802 | 20,369 | ||||||
| Project development – related expenses | 75,470 | - | ||||||
| Land and land acquisition – related expenses | 34,899,693 | - | ||||||
| Inventory non-current– related expenses | 34,899,693 | - | ||||||
| Total assets | $ | 35,098,965 | $ | 20,369 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 294,323 | $ | 5,029 | ||||
| Accrued expenses | 3,341 | - | ||||||
| Derivative liability | 15,797,987 | 18,676,168 | ||||||
| Convertible notes payable – related party | 1,014,500 | 1,000,000 | ||||||
| Accrued interest on convertible notes payable – related party | 135,358 | 55,358 | ||||||
| Short term convertible notes payable | 191,380 | - | ||||||
| Promissory notes payable, less unamortized debt issuance costs of $135,983 and $0, respectively | 34,688,940 | - | ||||||
| Accrued interest on promissory notes payable | 113,026 | - | ||||||
| Promissory notes payable – related party | 3,000,000 | - | ||||||
| Promissory notes payable | 3,000,000 | - | ||||||
| Due to related party | 250,000 | 41,218 | ||||||
| Other current liabilities | 21,185 | - | ||||||
| Total current liabilities | 55,510,040 | 19,777,773 | ||||||
| Long-term liabilities | ||||||||
| Long term notes payable | 100,000 | - | ||||||
| Liability for condominium , less unamortized issuance costs of $735,082 and $0, respectively | 584,918 | - | ||||||
| Total long-term liabilities | 684,918 | - | ||||||
| Total liabilities | 56,194,958 | 19,777,773 | ||||||
| Commitments (Note 9) | - | - | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of December 31, 2025 and 2024 | - | - | ||||||
| Common stock, $0.0001 par value; Authorized 500,000,000 shares; 404,228,842 and 402,114,556 issued and 404,185,985 and 402,114,556 outstanding as of December 31, 2025 and 2024, respectively | 40,419 | 40,212 | ||||||
| Additional paid-in-capital | 42,598,944 | 42,494,026 | ||||||
| Common stock to be issued | 3,000 | - | ||||||
| Accumulated deficit | (63,337,851 | ) | (62,291,642 | ) | ||||
| Total Webstar stockholders’ deficit | (20,695,488 | ) | (19,757,404 | ) | ||||
| Noncontrolling interest | (400,505 | ) | - | |||||
| Total stockholders’ deficit | (21,095,993 | ) | (19,757,404 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 35,098,965 | $ | 20,369 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Webstar Technology Group, Inc.
Consolidated Statements of Operations
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross profit | - | - | ||||||
| Operating expenses | ||||||||
| Salaries and related expenses | - | 243,066 | ||||||
| Project related costs – related party | 3,000,000 | - | ||||||
| General and administrative | 730,831 | 154,992 | ||||||
| Total operating expenses | 3,730,831 | 398,058 | ||||||
| Operating loss | (3,730,831 | ) | (398,058 | ) | ||||
| Other (income) expense: | ||||||||
| Change in derivative liability | 2,878,181 | (18,676,168 | ) | |||||
| Interest expense – related party | (80,000 | ) | (80,000 | ) | ||||
| Interest expense | (8,182 | ) | - | |||||
| Interest expense – original issuance costs | (514,588 | ) | - | |||||
| Other income | 8,706 | |||||||
| Total other (income) expense | 2,284,117 | (18,756,168 | ) | |||||
| Net loss | $ | (1,446,714 | ) | $ | (19,154,226 | ) | ||
| Less: net loss attributable to the noncontrolling interest | (400,505 | ) | - | |||||
| Net loss attributable to Webstar | $ | (1,046,209 | ) | $ | (19,154,226 | ) | ||
| Net loss per share, basic and diluted | $ | (0.00 | ) | $ | (0.05 | ) | ||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted | 403,041,762 | 363,536,764 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Webstar Technology Group, Inc.
Consolidated Statements of Changes in Stockholders’ Deficit
For the Years Ended December 31, 2025 and 2024 (Restated)
| Shares | Amount | Shares | Amount | in Capital | Deficit | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Common Stock | Common Stock to be Issued | Additional Paid | Accumulated | Webstar Stockholders’ | Non-Controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balance, January 1, 2024 | 158,271,000 | $ | 15,827 | - | $ | - | $ | 38,750,207 | $ | (43,137,416 | ) | $ | (4,371,382 | ) | $ | - | $ | (4,371,382 | ) | |||||||||||||||||
| Liabilities settled with shares of common stock | 42,786,278 | 4,279 | - | - | 4,445,494 | - | 4,449,773 | - | 4,449,773 | |||||||||||||||||||||||||||
| Liabilities assumed by related party | - | - | - | - | 3,340,341 | - | 3,340,341 | - | 3,340,341 | |||||||||||||||||||||||||||
| Exchange of common stock for intellectual property | 201,057,278 | 20,106 | - | - | (20,106 | ) | - | - | - | - | ||||||||||||||||||||||||||
| Loss on extinguishment of debt with a related party | - | - | - | - | (4,021,910 | ) | - | (4,021,910 | ) | - | (4,021,910 | ) | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (19,154,226 | ) | (19,154,226 | ) | - | (19,154,226 | ) | ||||||||||||||||||||||||
| Balance, December 31, 2024 (Restated) | 402,114,556 | $ | 40,212 | - | $ | - | $ | 42,494,026 | $ | (62,291,642 | ) | $ | (19,757,404 | ) | $ | - | $ | (19,757,404 | ) | |||||||||||||||||
| Balance, January 1, 2025 | 402,114,556 | $ | 40,212 | - | $ | - | $ | 42,494,026 | $ | (62,291,642 | ) | $ | (19,757,404 | ) | $ | - | $ | (19,757,404 | ) | |||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||
| Cancellation of common stock | (2,000,000 | ) | (200 | ) | - | - | 200 | - | - | - | - | |||||||||||||||||||||||||
| Conversion of convertible notes payable to common stock | 4,071,429 | 407 | - | - | 104,593 | - | 105,000 | - | 105,000 | |||||||||||||||||||||||||||
| Capital contribution by shareholder | - | - | - | - | 125 | - | 125 | - | 125 | |||||||||||||||||||||||||||
| Common stock to be issued | - | - | 42,857 | 3,000 | - | - | 3,000 | - | 3,000 | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (1,046,209 | ) | (1,046,209 | ) | (400,505 | ) | (1,446,714 | ) | |||||||||||||||||||||||
| Balance, December 31, 2025 | 404,185,985 | $ | 40,419 | 42,857 | $ | 3,000 | $ | 42,598,944 | $ | (63,337,851 | ) | $ | (20,695,488 | ) | $ | (400,505 | ) | $ | (21,095,993 | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Webstar Technology Group, Inc.
Consolidated Statements of Cash Flows
| 2025 | 2024 | |||||||
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,446,714 | ) | $ | (19,154,226 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Accretion of original issuance costs | 649,366 | - | ||||||
| Debt issued for project development - related expenses | 3,000,000 | - | ||||||
| Change in derivative liability | (2,878,181 | ) | 18,676,168 | |||||
| Consulting services added to due to stockholder | - | 60,000 | ||||||
| Change in assets and liabilities: | ||||||||
| Due to related party | (107,126 | ) | - | |||||
| Deposits in conjunction with accrued expenses | 3,341 | - | ||||||
| Prepaid expenses and other current assets | 7,944 | (19,851 | ) | |||||
| Accounts payable | 289,294 | 2,909 | ||||||
| Accrued expenses – related party | 250,000 | - | ||||||
| Accrued interest | 113,026 | - | ||||||
| Accrued interest – related party | 80,000 | 80,000 | ||||||
| Accrued payroll | - | 243,066 | ||||||
| Other current liabilities | 21,185 | - | ||||||
| Net cash used in operating activities | (17,865 | ) | (111,934 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Project development – related expense | (75,470 | ) | - | |||||
| Land and land acquisition – related expenses | (766,701 | ) | - | |||||
| Net cash used in investing activities | (842,171 | ) | - | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from long term notes payable | 100,000 | - | ||||||
| Proceeds from convertible notes payable | 359,930 | - | ||||||
| Repayments from convertible notes payable | (60,550 | ) | - | |||||
| Proceeds from convertible notes payable - related party | 14,500 | - | ||||||
| Proceeds from promissory notes | 504,000 | - | ||||||
| Repayments from promissory notes | (12,500 | ) | - | |||||
| Capital contribution by shareholder | 125 | - | ||||||
| Advance from stockholders | - | 70,566 | ||||||
| Advance to related parties | (41,218 | ) | 41,218 | |||||
| Net cash provided by financing activities | 864,287 | 111,784 | ||||||
| Net increase (decrease) in cash | 4,251 | (150 | ) | |||||
| Cash at beginning of the year | 20 | 170 | ||||||
| Cash at end of the year | $ | 4,271 | $ | 20 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Schedule of non-cash financing activities: | ||||||||
| Value of condominiums in conjunction with notes payable | $ | 1,320,000 | $ | - | ||||
| Conversion of convertible notes payable to common stock | $ | 105,000 | $ | - | ||||
| Conversion of convertible notes payable to common stock to be issued | $ | 3,000 | $ | - | ||||
| Cancellation of common stock | $ | 200 | $ | - | ||||
| Original issue discount issued in conjunction with debt | $ | 191,931 | $ | - | ||||
| Debt issued for land and land acquisition - related expenses | $ | 34,899,693 | $ | - | ||||
| Debt issued for project development - related expenses | $ | 3,000,000 | $ | - | ||||
| Accrued salaries and related expenses assumed by related party | $ | - | $ | 3,317,472 | ||||
| Liabilities settled with shares of common stock | $ | - | $ | 427,863 | ||||
| Shares issued to related parties for intellectual property | $ | - | $ | 20,601 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
WEBSTAR TECHNOLOGY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024 (Restated)
NOTE 1 - DESCRIPTION OF BUSINESS
Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was previously established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G.
During the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:
| 1) | On June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust (“Trust”), a Florida trust (the “Seller”), a Trust controlled by Mr. James Owens the Company’s former Chairman of the Board of Directors and Chief Technology Officer, founder and majority stockholder. The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. | |
On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock. | ||
The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure. | ||
| In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The Company will recover the deposit of $29,750 from the purchasing individuals. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors. |
| 2) | On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis. |
| 3) | One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341. |
| 4) | On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024 (see Note 3). Bear Village is 100% owned by the Company. On August 20, 2025, the Company paid $32,285 for architect’s renderings on behalf of Bear Village. |
As a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr. Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024.
| F-7 |
Under the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors and as new officers as follows:
President/Chief Executive Officer - Mr. Ricardo Haynes
Independent Director – Ms. Marilyn Karpoff
Independent Director – Mr. Gordon Clinkscale
Chairman – Mr. Eric Collins
Interim Chief Financial Officer (CFO) – Ms. Adrienne Anderson (1)
Secretary – Mr. Donald R. Keer
Chief Operating Officer – Mr. Lance Lehr
| (1) | Ms. Anderson submitted her resignation as interim CFO on February 19, 2025. |
Since execution of the above material definitive agreements, the Company is currently an early-stage specialty real estate development company devoted to the identification, partnership and development of specialty real estate projects in the United States with a focus on multitenant buildings that can be upgraded to green/energy efficient status and entertainment and resort real estate development.
The Company will operate under the brand name “Webstar Technology Group” with the consideration given to future name changes due to a diversification of operations outside of the former business.
Forge Atlanta Subsidiary
Forge Atlanta, a Georgia limited liability corporation was formed on August 19, 2024 and intends to acquire land, secure financing, manage the development, and revitalize the Forge Atlanta project. The Managing Partner of Forge Atlanta is the Company’s Chief Executive Officer, Mr. Ricardo Haynes.
On April 29, 2025, the Company entered into an Agreement with Urbantec Development Partners, LLC (“Urbantec”) to form a Special Purpose Vehicle (“SPV”), named Forge Atlanta Asset Management LLC. (“Forge Atlanta”), a 10-acre mixed-use real estate development in Downtown Atlanta’s Castleberry Hill district. The Company and Urbantec will hold ownerships in Forge Atlanta of 90% and 10%, respectively, as amended on September 26, 2025.
On May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $33,000,000. The property is being sold subject to a non-refundable earnest money payment of $50,000 due on or before May 5, 2025 (“LOI Fee”), an earnest money payment of $50,000 due at execution of the PSA, and an earnest money payment of $400,000 due 90 days from the PSA date (currently held in an escrow account). The scheduled closing date of the land purchase is November 25, 2025. In addition, upon closing of the land purchase, Forge Atlanta will pay Urbantec, a related party, the sum of $3,000,000 for land improvements. Forge Atlanta shall have the right to extend the closing date to February 6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a non-refundable fee of $150,000, which shall not be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000 and in June 2025, the Company paid the earnest money payment of $50,000 due at execution of the PSA.
On December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”) through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”) for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”) for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:
| 1. | Purchase Money Promissory Note for a principal amount of $33,700,000. The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Note matured and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) (see Note 11). |
| 2. | Short Term Promissory Note for a principal amount of approximately $32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was repaid as of January 7, 2026. |
| F-8 |
On October 28, 2025, the Development Authority of Fulton County (the “Authority”) agreed to issue taxable revenue bonds (“Bonds”) to Forge Atlanta, subject to the following terms and conditions, among others:
| 1. | The aggregate principal amount of the Bonds of no greater than $223,726,750 for the purpose of paying the costs of planning and implementation of the Forge Atlanta project. |
| 2. | The terms of the Bonds will be determined by the Bond purchase contracts between the Authority and the purchasers of the Bonds. |
| 3. | Simultaneously with the delivery of the Bonds, at the option of the Company, the proposed Forge Atlanta project will either be leased or sold by the Authority to Forge Atlanta or the Authority will loan the proceeds from the sale of the Bonds to the Company. |
| 4. | Forge Atlanta will pay the Authority upon the issuance of the Bonds, a fee of one eight of one percent (0.125%) of the aggregate amount of the Bonds. |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements.
Principles of Consolidation
The Company consolidates all entities that we control by ownership of a majority voting interest. The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Forge Atlanta. All significant intercompany accounts and transactions are eliminated in consolidation.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.
The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements.
Liquidity, Going Concern and Uncertainties
These consolidated financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of December 31, 2025, the Company had an accumulated deficit of $63,337,851 and incurred a net loss of $1,446,714 for the year ended December 31, 2025. Also, the Company had cash used in operating activities of $17,865 for the year ended December 31, 2025, and the Company’s working capital deficit and cash on hand at December 31, 2025 was $55,386,238 and $4,271, respectively. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at December 31, 2025 will not be sufficient to fund operations for at least the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. The Company has relied upon advances from its former Chairman and former majority stockholder, Mr. James Owens, to fund operations since inception. Management is actively pursuing financing but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
| F-9 |
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of the Company’s estimates, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets and the fair value of stock issued to settle liabilities.
Fair Value Measurements
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), requires companies to determine fair value based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.
The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:
| ● | Level 1: Quoted market prices in active markets for identical assets or liabilities. | |
| ● | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. | |
| ● | Level 3: Unobservable inputs that are not corroborated by market data. |
The carrying amounts reported in the balance sheet for cash, accounts payable, accrued expenses, and due to stockholder approximate their fair value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis at December 31, 2025 or 2024.
Cash
The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. There are no cash equivalents at December 31, 2025 and 2024. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured (FDIC) limits. At December 31, 2025 and 2024, the Company did not have any cash balances in excess of FDIC limits nor has the Company experienced any losses in such accounts through December 31, 2025.
Leases
The Company accounts for leases under ASU 2016-02. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets.
Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.
At December 31, 2025 and 2024, the Company has no leased assets.
| F-10 |
Revenue Recognition
In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates a transaction price to respective performance obligations.
The Company intends to generate revenue through the following activities:
| ● | individual and corporate membership sales, | |
| ● | fractional ownership and timeshare sales, | |
| ● | food and beverage sales, | |
| ● | coaching and instruction services, | |
| ● | suite rentals, | |
| ● | retail sales, | |
| ● | sponsorships, advertising and naming rights, and | |
| ● | contest and qualifier fees and ticket purchases. |
The Company had no revenues during the years ended December 31, 2025 and 2024.
Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment. During the years ended December 31, 2025 and 2024, the Company did not grant any stock options.
Income Taxes
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. At December 31, 2025 and December 31, 2024, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 (ASU 2023-09), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends ASC 740 to enhance income tax transparency. The update requires:
| ● | Disaggregated categories and standardized quantitative and qualitative disclosures within the annual effective tax rate reconciliation. | |
| ● | Disaggregation of income taxes paid (net of refunds), broken down by federal, state, and foreign jurisdictions, as well as by individual significant foreign jurisdictions meeting a 5% quantitative threshold. | |
| ● | Disaggregation of pretax income (or loss) between domestic and foreign operations. |
| F-11 |
Net Loss per Common Share
The Company reports net loss per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive.
At December 31, 2025 and 2024, the Company had a convertible note payable outstanding with a related party. For the years ended December 31, 2025 and 2024, the note was convertible into 100,000,000 shares of common stock (see Note 3). The dilutive securities have been excluded from loss per share as the inclusion would be anti-dilutive.
Segment Reporting
In accordance with ASC 280, Segment Reporting, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similarities in economic characteristics such as nature of services; and procurement processes.
Debt
The Company issues debt that may have separate warrants, conversion features, or equity-linked attributes.
Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature.
Derivative Financial Instruments
The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.
For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has a balance for derivative financial instruments of $15,797,987 and $18,676,168 as of December 31, 2025 and 2024, respectively, and has a credit to income of $2,878,181 and has a no charge to income of $18,676,168, respectively, for the years ended December 31, 2025 and 2024, and have been presented as change in derivative liability in other expense on the accompanying consolidated statements of operations.
Debt Issue Costs and Debt Discount
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized debt issue costs and debt discount are presented net of the related debt on the audited consolidated balance sheets.
| F-12 |
Recently Issued Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the financial statements.
Recently Adopted Accounting Pronouncement
In August 2023, the FASB issued ASU 2023-05, “Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”), which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company adopted ASU No. 2023-05 and it did not have a material effect on the Company’s consolidated financial statements or disclosures.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to provide more disaggregated expense information about a public entity’s reportable segments. The amendments in this update should be applied retrospectively and are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company adopted ASU No. 2023-07 and it did not have a material effect on the Company’s financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. Under the ASU, Public Business Entity ("PBE") must annually "(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate)." This guidance is effective for public companies for annual periods beginning after December 15, 2024. For other companies, the amendments are effective for annual periods beginning after December 15, 2025. The Company adopted ASU No. 2023-09 and it did not have a material effect on the Company’s consolidated financial statements or disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies the guidance on ASC Topic 718 by illustrating how to apply the scope guidance to determine whether a profit interest award should be accounted for as a shared-based payment arrangement under ASC 718 or another accounting standard (e.g., employee profit-sharing arrangement under ASC 710). The ASU aims to reduce the complexity diversity in practice by adding an example to ASC 718 that describes four fact patterns and illustrates how an entity evaluates common terms and characteristics of profit interests and similar awards to reach a conclusion about whether an award meets the scope conditions in ASC 718-10-15-3. The ASU is effective for all public entities for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company adopted ASU No. 2024-01 and it did not have a material effect on the Company’s consolidated financial statements or disclosures.
NOTE 3 – RELATED PARTY TRANSACTIONS
Promissory Notes – Related Party
During the year ended December 31, 2025, the Company entered into a promissory note with Urbantec, a related party, of $3,000,000, is non-interest bearing, and is recorded as project related costs – related party in the Consolidated Statements of Operations during the year ended December 31, 2025. The promissory note is due upon closing of the land purchase as described in Note 1.
On July 22, 2025, the Company entered into a promissory note with a director, a related party, of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025. The note was repaid as of October 2, 2025.
In June 2025, the Company entered into a promissory note with a director, a related party, of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.
Asset Purchase Agreement
On October 1, 2024, the Company acquired all of the intellectual property of Bear Village, Inc. (“Bear Village”) in exchange for 201,057,278 from Thunder Energies Corporation (“TEC”), an entity controlled by the Purchasers discussed in Note 1. Since the Company shares common ownership with TEC, the Company treated this transaction in accordance with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by TEC of $0, resulting in the Company recognizing $20,106 as a reduction of additional paid-in capital for the par value of the common stock issued to the Purchasers in the transaction. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement. Bear Village is 100% owned by the Company. On August 20, 2025, the Company paid $32,285 for architect’s renderings on behalf of Bear Village.
Due to Related Party
During the years ended December 31, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $151,344 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due from related party of $107,126 and a balance owed to related party of $41,218 as of December 31, 2025 and 2024, respectively. On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes, the Company’s CEO. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. This Agreement shall continue in effect until terminated by any party upon thirty (30) days’ written notice. The Company made no payments to Mr. Haynes during the year ended December 31, 2025. The cumulative amount accrued and unpaid at December 31, 2025 related to Mr. Haynes was $250,000 has been presented as due to related party on the accompanying balance sheets. The Company has a balance due to related party of $250,000 and $0 as of December 31, 2025 and 2024, respectively. These advances total to a balance due to related party of $250,000 and $41,218 as of December 31, 2025 and 2024, respectively and have been presented as advance from related party on the accompanying balance sheets.
| F-13 |
Convertible Notes Payable – Related Party
James Owens
On June 3, 2022 (the “Issue Date”), the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable (the “Note”) in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The Note bears interest at the rate of eight percent (8%) per annum. The Note accrues interest from the Issue Date and is payable twenty-four months from the Issue Date. Mr. Owens may convert the Note and accrued interest at any time beginning three days after the Issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date to September 1, 2024, at which time, the Note became due on demand if not repaid. As of the date of this filing, the Note has not been repaid.
On May 15, 2023, the Trust 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 at the conversion rate of $0.01 per share, in accordance with the Note’s convertible provision. There was no gain or loss related to the partial conversion.
As of December 31, 2025 and 2024, $1,000,000 of the Note’s principal remains outstanding and accrued interest of $135,358 and $55,358, respectively. At December 31, 2025, the Note and accrued interest are due on demand.
On March 20, 2024, Mr. Owens transferred the Note to Cold Valley Storage, an unrelated third party. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note.
During the years ended December 31, 2025 and 2024, interest expense on the Note was $80,000 and $80,000, respectively.
Eric Collins (the Company’s Chairman)
During the year ended December 31, 2025, the Company authorized convertible promissory notes to Eric Collins, the Company’s Chairman, bearing no interest and are due and payable in December 2026 for aggregate gross proceeds of $14,500. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.03 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During year ended December 31, 2025, no Notes were converted into the Company’s common shares. The Company has a balance owed of $14,500 and $0 at December 31, 2025 and 2024, respectively.
Liabilities Settled with Shares of Common Stock
On June 3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $427,863 of outstanding liabilities due to the Trust for working capital advances, consulting services and accrued interest on the Note with 42,786,278 shares of common stock. The fair value of the stock was $4,449,773 on the settlement date based on the stock’s market price. Therefore, the settlement of liabilities for common stock of $4,021,910 was recognized in additional paid in capital in the accompanying Consolidated Balance Sheet as of December 31, 2024.
| F-14 |
Liabilities Assumed by Related Party
On June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. The licenses have no net book value. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and agreed to make a cash payment of $22,869 which was applied against Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.
NOTE 4 – SHORT TERM CONVERTIBLE NOTES PAYABLE
During the year ended December 31, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and December 2026 for aggregate gross proceeds of $334,930 and had repayments totaling $60,550. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During year ended December 31, 2025, several Notes were converted into 4,071,429 of the Company’s common shares. The Company has a balance owed of $191,380 and $0 at December 31, 2025 and 2024, respectively.
The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting.
NOTE 5 –PROMISSORY NOTES
Webstar
On July 22, 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025. The note was repaid as of October 2, 2025.
In June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.
Forge Atlanta
During the year ended December 31, 2025, the Company entered into a promissory note with Urbantec, a related party, of $3,000,000, is non-interest bearing, and is recorded as project related costs – related party in the Consolidated Statements of Operations during the year ended December 31, 2025. The promissory note is payable upon closing of the land purchase as described in Note 1.
On December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”) through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”) for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”) for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:
| 1. | Purchase Money Promissory Note (“Note”) for a principal amount of $33,700,000. The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Note matured and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) (see Note 11). |
| F-15 |
| 2. | Short Term Promissory Note for a principal amount of approximately $32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was repaid as of January 7, 2026. |
On December 9, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $220,000 ($160,000 cash was deposited through Escrow and used for Land purchase financing) due April 9, 2026 which was issued at a $60,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,909 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $49,091 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $80,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $360,000 as of December 31, 2025. In addition, the investment agreement provides for an Equity Percentage entitling the holder to receive an amount equal to 0.0292% of the project's Net Operating Income (less condominium sale proceeds), subject to the terms of the agreement, together with a separate cash-settled right to receive 0.0292% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.
On December 4, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $341,931 ($240,000 cash was deposited through Escrow and used for Land purchase financing) due June 4, 2026 which was issued at a $101,931 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $15,039 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $86,892 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $64,918 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $375,082 as of December 31, 2025. In addition, the investment agreement provides for an Equity Percentage is entitling the holder to receive an amount equal to 0.034% of the project's Net Operating Income (less condominium sale proceeds), subject to the terms of the agreement, together with a separate cash-settled right to receive 0.034% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.
On September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $100,000 due September 2027 and bearing interest at 12%. In addition, the investment agreement provides the noteholder with 0.00028% equity in the Forge Atlanta project.
On September 17, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $120,000 ($100,000 cash was received) due October 31, 2025 which was issued at a $20,000 original issue discount from the face value of the investment agreement. Forge Atlanta recorded original issue discount accretion of $20,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. In addition, the note required 300,000 common shares to be transferred privately by a shareholder. The note was repaid as of January 7, 2026.
| F-16 |
On September 19, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $110,000 ($100,000 cash was received) due November 30, 2025 which was issued at a $10,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the audited consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $440,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. After the occurrence of a default as provided in the note, the noteholder shall retain the right to receive the condominium plus interest at 30% per annum on the note. The note was repaid as of January 7, 2026.
NOTE 6 – STOCKHOLDERS’ DEFICIT
Series A Preferred Stock
On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no transfer rights, no conversion rights, no dividends, and no liquidation preference. At December 31, 2025 and 2024, all 1,000 authorized Series A Preferred Stock are issued and outstanding and held in an escrow account. However, until the shares are released from escrow, the Bankruptcy Court controls the votes provided by the Series A Preferred Stock (see Note 1).
Common Stock
At December 31, 2025 and 2024, the Company had 404,228,842 and 402,114,556 issued and 404,185,985 and 402,114,556 outstanding shares of common stock, respectively.
On August 27, 2024, the Company amended its articles of incorporation with the State of Wyoming and increased its authorized shares of common stock from 300,000,000 to 500,000,000 shares.
During the year ended December 31, 2025, several convertible promissory notes totaling $105,000 were converted into 4,071,429 of the Company’s common shares (see Note 4).
During the year ended December 31, 2025, convertible promissory notes totaling $3,000 were converted into 42,857 of the Company’s common shares. As of December 31, 2025, these shares have not been issued, therefore, the Company has presented these shares as common stock to be issued on under stockholders’ deficit in the accompanying balance sheets (see Note 4). On May 15, 2026, the Company issued these shares.
| F-17 |
On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement and have been presented as common stock to be issued on the accompanying balance sheets (see Note 3).
During the year ended December 31, 2024, the Company issued 42,786,278 shares of common stock to settle liabilities owed to a related party (see Note 3).
During the year ended December 31, 2024, the Company issued 201,057,278 shares of common stock to related parties in exchange for intellectual property (see Note 3).
As of December 31, 2025, the Company has not issued a total of 42,857 common shares due to a third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company’s outstanding shares balance of 404,228,842.
NOTE 7 – INCOME TAXES
Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
Income tax expense (benefit) consisted of the following:
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT)
| 12/31/2025 | 12/31/2024 (Restated) | |||||||
| Current: | ||||||||
| Federal | $ | - | $ | - | ||||
| State and local | - | - | ||||||
| Total | - | - | ||||||
| Deferred: | ||||||||
| Federal | 2,493,320 | 1,585,092 | ||||||
| State and local | 486,803 | 321,404 | ||||||
| Total | 2,980,123 | 1,906,496 | ||||||
| Tax adjustments | (2,980,123 | ) | (1,906,496 | ) | ||||
| Total expense | $ | - | $ | - | ||||
The effective tax rate on the net loss before income taxes differs from the U.S. and State statutory rates as follows:
SCHEDULE OF EFFECTIVE TAX RATE ON NET LOSS
| 12/31/2025 | 12/31/2024 (Restated) | |||||||
| U.S statutory rate | 21.0 | % | 21.0 | % | ||||
| Georgia state corporate income tax rate | 4.1 | % | 4.3 | % | ||||
| Total statutory tax rates | 25.1 | % | 25.3 | % | ||||
| Less valuation allowance | (25.1 | )% | (25.3 | )% | ||||
| Net income tax rate | - | - | ||||||
Major tax jurisdictions are the United States and Delaware. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending
At December 31, 2025, the Company has a tax loss carryover of approximately $2,980,000 available to offset future income for income tax reporting purposes. Loss carryovers of approximately $107,000 generated prior to January 1, 2018 begin to expire in 2025 through 2027. Loss carryovers of $2,873,000 generated in tax years 2018 – 2025 can be used indefinitely but have annual limitations of 80% of the Company’s taxable income applicable to tax years beginning after December 31, 2020. A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets depends on the generation of future taxable income during those periods in which those temporary differences are deductible. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance is necessary against the deferred tax assets arising from the net operating losses at December 31, 2025 and 2024 due to the uncertainty of the Company being able to generate future taxable income.
The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2025 and 2024, there was no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Wyoming and Florida state jurisdictions.
| F-18 |
NOTE 8 – EARNINGS PER SHARE
FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.
Basic earnings (loss) per share are computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Convertible note payable – related party | 100,000,000 | 100,000,000 | ||||||
| Convertible note payable | 3,667,252 | - | ||||||
| Total potentially dilutive shares | 103,667,252 | 100,000,000 | ||||||
The following table sets forth the computation of basic and diluted net income per share:
SCHEDULE OF EARNINGS PER SHARE
| 2025 | 2024 | |||||||
| Years Ended December 31, | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Net loss attributable to the common stockholders | $ | (1,446,714 | ) | $ | (19,154,226 | ) | ||
| Basic weighted average outstanding shares of common stock | 403,041,762 | 363,536,764 | ||||||
| Dilutive effect of options and warrants | - | - | ||||||
| Diluted weighted average common stock and common stock equivalents | 403,041,762 | 363,536,764 | ||||||
| Loss per share: | ||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.05 | ) | ||
NOTE 9 – COMMITMENTS
Management Services Agreement
On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. This Agreement shall continue in effect until terminated by any party upon thirty (30) days’ written notice. The Company made no payments to Mr. Haynes during the year ended December 31, 2025. The cumulative amount accrued and unpaid at December 31, 2025 related to Mr. Haynes was $250,000 has been presented as due to related party on the accompanying balance sheets.
| F-19 |
NOTE 10 – SEGMENT REPORTING
In accordance with criteria under Topic ASC 280, Segment Reporting, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM has identified Forge Atlanta and Bear Village as its operating segments and reviews results of its operating segments to assess performance, make decisions, and allocate operating and capital resources of the Company as a whole. The CODM distinguishes its principal business activities for the purpose of internal reporting along with using that measure as a basis for evaluating financial performance quarterly. Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are salaries and related expenses, and general and administrative. The consolidated statements of operations for the years ended December 31, 2025 and 2024, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of December 31, 2025 and 2024, for the two reportable segments.
Information on reportable segments and reconciliation to consolidated net income is as follows:
SCHEDULE OF REPORTABLE SEGMENTS AND RECONCILIATION TO CONSOLIDATED NET INCOME
| 2025 | 2024 (Restated) | |||||||
| Forge Atlanta | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | 4,005,053 | - | ||||||
| Net loss | $ | (4,005,053 | ) | $ | - | |||
| Total assets | $ | 34,735,297 | $ | - | ||||
Westar Technology Group | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | 229,469 | 19,154,226 | ||||||
| Other income (primarily change in derivative liability) | (2,787,808 | ) | - | |||||
| Net loss | $ | 2,558,339 | $ | (19,154,226 | ) | |||
| Total assets | $ | 363,668 | $ | 20,369 | ||||
| Consolidated | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | 1,446,714 | 19,154,226 | ||||||
| Net loss | $ | (1,446,714 | ) | $ | (19,154,226 | ) | ||
| Total assets | $ | 35,098,965 | $ | 20,369 | ||||
| F-20 |
NOTE 12 – RESTATEMENT
Subsequent to the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2024, management determined that the Company:
| A) | had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to a convertible note payable – related party plus accrued interest entered into with the Company’s previous CEO, Mr. James Owens, that may convert at a rate of $0.01 per share for the Company’s common stock. As a result, in fiscal year 2024, the Company classified the equity-linked financial instruments as derivative liabilities under ASC 815, Derivatives and Hedging, and recorded a derivative liability of $18,676,168. The error had a significant effect on our previously issued consolidated financial statements for the year ended December 31, 2024. | |
| B) | had failed to properly classify liabilities settled with shares of common stock of $4,021,910 for the year ended December 31, 2024. We previously classified the liabilities settled with shares of common stock as a component of other expense, a line item in the consolidated statements of operations of our previously issued consolidated financial statements and reclassified the liabilities settled with shares of common stock to additional paid in capital in the Consolidated Balance Sheet as of December 31, 2024. |
As a result of the above, the Company is restating its previously issued consolidated financial statements for the year ended 2024 to correct the errors noted above with the Securities and Exchange Commission within this Annual Report. Accordingly, the accompanying consolidated balance sheet and statements of operations for the period described in the preceding sentence have been retroactively adjusted as summarized below:
SCHEDULE OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
| Effect of correction of derivative liability and liabilities settled with shares of common stock | As
Previously Reported | As Restated | Retroactive Adjustment | |||||||||
| At December 31, 2024 | ||||||||||||
| LIABILITIES | ||||||||||||
| -Derivative liability | $ | - | $ | 18,676,168 | $ | 18,676,168 | (1) | |||||
| -Total current liabilities | $ | 1,101,605 | $ | 19,777,773 | $ | 18,676,168 | ||||||
| -Total liabilities | $ | 1,101,605 | $ | 19,777,773 | $ | 18,676,168 | ||||||
| RETAINED EARNINGS/EQUITY | ||||||||||||
| -Additional paid-in-capital | $ | 46,515,936 | $ | 42,494,026 | $ | (4,021,910) | (2) | |||||
| -Accumulated deficit | $ | (47,637,384 | ) | $ | (62,291,642 | ) | $ | (14,654,258 | ) | |||
| -Total stockholders’ deficit | $ | (1,081,236 | ) | $ | (19,757,404 | ) | $ | (18,676,168 | ) | |||
| STATEMENT OF INCOME | ||||||||||||
| Year Ended December 31, 2024 | ||||||||||||
| -Other (income) expense: | ||||||||||||
| -Loss on extinguishment of debt with a related party | $ | (4,021,910 | ) | $ | - | $ | (4,021,910) | (2) | ||||
| -Change in derivative liability | $ | - | $ | 18,676,168 | $ | 18,676,168 | (1) | |||||
| -Total other (income) expense | $ | (4,101,910 | ) | $ | 18,756,168 | $ | (14,654,258 | ) | ||||
| -Income from operations before income taxes | $ | (4,499,968 | ) | $ | (19,154,226 | ) | $ | (14,654,258 | ) | |||
| -Net loss | $ | (4,499,968 | ) | $ | (19,154,226 | ) | $ | (14,654,258 | ) | |||
| STATEMENT OF STOCKHOLDERS’ EQUITY | ||||||||||||
| At December 31, 2024 | ||||||||||||
| -Loss on extinguishment of debt with a related party | $ | - | $ | (4,021,910 | ) | $ | (4,021,910) | (2) | ||||
| -Net income | $ | (4,499,968 | ) | $ | (19,154,226 | ) | $ | (14,654,258) | (1), (2) | |||
| -Balance, December 31, 2024 | $ | (1,081,236 | ) | $ | (19,757,404 | ) | $ | (18,676,168 | ) | |||
| STATEMENT OF CASH FLOWS | ||||||||||||
| Year Ended December 31, 2024 | ||||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| -Net loss | $ | (4,499,968 | ) | $ | (19,154,226 | ) | $ | (14,654,258) | (1), (2) | |||
| -Change in derivative liability | $ | - | $ | 18,676,168 | $ | (18,676,168) | (1) | |||||
| -Loss on extinguishment of debt with a related party | $ | (4,021,910 | ) | $ | - | $ | 4,021,910 | (2) | ||||
| (1) | Period effect on results of operations for insufficient authorized shares to fully settle its equity-linked financial instruments |
| (2) | Period effect on results of operations for failed to properly classify liabilities settled with shares of common stock |
NOTE 13 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2025 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended December 31, 2025, except for the following:
Promissory Note
Subsequent to December 31, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and January 2027 for aggregate gross proceeds of $767,800. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.20 per share into the Company’s common stock. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the Note holders may be entitled to take various actions, which may include the acceleration of amounts due under the Notes.
Short Term Notes Payable
On April 10, 2026, the Company entered into a promissory note with a director of the Company for a principal amount of $70,500 ($50,000 cash was received) due April 23, 2026 which was issued at a $20,500 original issue discount from the face value of the promissory note. The note is in default and as provided in the note, the noteholder is entitled to a default charge of $500 plus interest will accrue at a rate of thirty-nine percent (39%). The Company is currently in discussions to restructure the terms of this note.
Subsequent to December 31, 2025, the Company entered into several investment agreements with third parties for a total principal amount of $63,500 ($55,000 cash was received) due at various dates from July 7, 2026 through August 31, 2026 which was issued at an $8,500 original issue discount from the face value of the investment agreement. The note is in default and the Company is currently in discussions to restructure the terms of this note.
Owens Settlement
On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock.
The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure.
In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The Company will recover the deposit of $29,750 from the purchasing individuals. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors.
Exchange Licensing Agreement
On February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology Group, Inc. (the “Company”), entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”).
Under the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643 token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities. FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.
MCRR Promissory Note
On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Purchase Money Promissory Note with MCRR matured and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) is to paid as follows:
| 1. | Per the terms of the Modification, Forge has previously paid MCRR a total of $50,000 of which $35,000 shall be nonrefundable and shall be treated as a payment toward the Extension Fee and $15,000 has been paid as a nonrefundable reimbursement of MCRR's legal fees. |
| 2. | $50,000 shall be paid by Forge to MCRR by close of business on June 2, 2026 as an additional payment toward the Extension Fee. As of September 9, 2026, the Company has paid this extension fee. |
| F-21 |
| 3. | A payment of $612,000 shall be paid by Forge to MCRR on or before June 30, 2026. The June 30, 2026 payment represents (i) $337,000 to be credited by MCRR against Accrued Interest, and (ii) $360,000 against the Extension Fee, less the total of $85,000 of Extension Fee previously noted in #1 and #2 above. As of September 23, 2026, the Company has paid $60,500 of the required Extension Fee of $275,000. As of the date of this filing, the Company has not paid the $337,000 Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 4. | If Forge is unable to make the full June 30, 2026 payment on or before June 30, 2026, Forge may defer the unpaid balance of the June 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before June 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“June 30 Deferral Option”). If Forge timely makes such $100,000 payment, then (i) the remaining balance of the June 30, 2026 payment in the amount of $512,000 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $337,000 of Accrued Interest and $175,000 of remaining Extension Fee. In the event that Forge exercises the June 30 Deferral Option, the aggregate amount of $185,000, consisting of the $35,000 Extension Fee payment in #1 above, the $50,000 Extension Fee payment in #2 above, and the $100,000 Extension Fee payment described in this Section #4, shall be deemed a non-creditable Extension Fee amount (the "Non- Creditable June Deferral Amount") and shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this June Deferral Option, or fails to pay the Deferred June 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 5. | A payment of $348,500 shall be paid by Forge to MCRR on or before July 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 6. | If Forge is unable to make the full July 30, 2026 payment on or before July 30, 2026, Forge may defer the unpaid balance of the July 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before July 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“July Deferral Option”). If Borrower timely makes such $100,000 payment, then (i) the remaining balance of the July 30,2026 payment in the amount of $248,500 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $168,500 of Accrued Interest and $80,000 of remaining Extension Fee. In the event that Borrower exercises the July Deferral Option such $100,000 Extension Fee payment shall be deemed a non-creditable Extension Fee amount (the "Non-Creditable July Deferral Amount") and, together with the Non-Creditable June Deferral Amount, shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this July Deferral Option, or fails to pay the Deferred July 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 7. | A payment of $348,500 shall be paid by Forge to MCRR on or before August 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee; provided, however, that if Forge has exercised the June Deferral Option and/or the July Deferral Option, then the Deferred June 30 Balance and/or the Deferred July 30 Balance, as applicable, shall also be due and payable on August 30, 2026. For avoidance of doubt, if both deferral options are timely exercised, the total amount due on August 30, 2026 shall be $1,109,000, consisting of the $348,500 scheduled August 30 payment, the $512,000 Deferred June 30 Balance, and the $248,500 Deferred July 30 Balance. If Borrower fails to pay the balance due on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 8. | A payment of $517,000 shall be paid by Forge to MCRR on or before September 30, 2026, which shall consist of $337,000 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 9. | The Note principal and all remaining accrued but unpaid interest shall be due and payable on October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| 10. | If the Note is paid in full on or before October 1, 2026, the amount then required to pay the Note in full shall be reduced by the amount of the Extension Fee that has actually been paid by Forge to MCRR, but only to the extent such amount is expressly creditable under this Modification. Any unpaid balance of the Extension Fee shall be waived if the Note is paid in full on or before October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments. |
| F-22 |
Exhibit 19.1
WEBSTAR TECHNOLOGY GROUP, INC.
EXHIBIT
19.1 — INSIDER TRADING POLICY AND RULE 10b5-1 TRADING PLAN
PROCEDURES
INSIDER TRADING POLICY
Effective date: October 15, 2026 (subject to confirmation of board authorization) | Compliance Officer: [To be designated]
1. Purpose
This policy is intended to promote compliance with U.S. federal securities laws and protect the reputation and integrity of Webstar Technology Group, Inc. (the “Company”). It prohibits unlawful trading in Company securities and misuse of material nonpublic information.
2. Covered persons and securities
This policy applies to directors, officers, employees and, where designated by the Compliance Officer, contractors, consultants and other persons who receive Company MNPI. It also applies to transactions by family members, household members and entities whose securities transactions a covered person directs or influences. Covered persons must inform such persons of applicable restrictions and are responsible for transactions they control.
Covered securities include common and preferred shares, options, warrants, convertible instruments and other securities of the Company, including transactions involving derivatives or arrangements providing economic exposure to the Company’s securities. The MNPI prohibition also applies to securities of other companies learned about through Company duties.
3. Prohibition on insider trading and tipping
No covered person may purchase, sell, gift or otherwise transact in Company securities while aware of MNPI, except where counsel determines an applicable legal exception exists. No covered person may disclose MNPI to others except for legitimate Company purposes under appropriate confidentiality safeguards, or recommend trades based on MNPI. Trading is prohibited even if a transaction appears financially necessary, personally motivated, or small in size.
4. Material nonpublic information
Information is material if a reasonable investor would consider it important to an investment decision or if it could significantly affect the market price of securities. Information is nonpublic until it has been broadly disseminated and the market has had adequate time to absorb it, as determined by the Compliance Officer and counsel.
Potential examples particularly relevant to the Company include unannounced SEC filing or audit developments; restatements or material weaknesses; financing commitments, defaults or creditor actions; major developments involving the Forge Atlanta project, land liens or foreclosure risk; asset-sale negotiations; changes in control; material tokenization or securities offerings; and significant litigation, regulatory matters or management changes. A proposed or unclosed transaction must not be treated as completed.
WEBSTAR TECHNOLOGY GROUP, INC. ● EXHIBIT 19.1 |
5. Trading windows and blackout periods
Directors, executive officers, designated finance personnel and other persons notified by the Compliance Officer are subject to quarterly blackout periods beginning [counsel to specify, e.g., a stated number of days before quarter-end] and ending no earlier than the start of the [second] full trading day following public release of applicable financial results, subject to legal review. The Compliance Officer may impose event-specific blackouts without explanation. An open trading window never permits trading while aware of MNPI. The Company may not be able to open a trading window while material periodic reports remain outstanding.
6. Preclearance
Directors, executive officers and any other persons designated by the Compliance Officer must obtain written preclearance before a transaction in Company securities, including proposed gifts or transfers where applicable. Requests should identify the security, nature and estimated timing of the transaction and any relevant Rule 10b5-1 plan. Clearance is discretionary, may be revoked, and does not establish that the individual lacks MNPI. A clearance expires after [two] trading days unless otherwise specified. The Compliance Officer’s own trades require approval from an independent designee or outside counsel.
7. Prohibited or restricted transaction types
| ● | Short sales and transactions designed to profit from a decline in Company stock are prohibited. |
| ● | Transactions in puts, calls or other speculative derivatives, hedging or monetization arrangements are prohibited unless expressly authorized in writing by the board after counsel review. |
| ● | Pledging Company securities as collateral and holding them in margin accounts are prohibited unless specifically approved under a documented exception by the board after counsel review. |
| ● | Standing orders should be limited and monitored; all transactions remain subject to applicable law and this policy. |
8. Rule 10b5-1 trading plans
A covered person may seek to establish a written trading arrangement intended to satisfy Exchange Act Rule 10b5-1(c). Such plans require prior written review and approval by the Compliance Officer and securities counsel before adoption, amendment or termination. No person may adopt a plan while aware of MNPI, and directors and officers must provide any certifications required by the rule.
Plans must meet all then-applicable requirements, including mandatory cooling-off periods, good-faith obligations, restrictions on overlapping plans and single-trade plans, and the treatment of modifications as new adoptions when required. For directors and Section 16 officers, the cooling-off period generally runs until the later of 90 days after adoption or two business days after disclosure of financial results for the fiscal quarter in which adopted (subject to a 120-day maximum); for other persons it is generally 30 days. Counsel must confirm applicable exceptions, definitions and current law before approval. No person may exercise subsequent influence over the amount, price or timing of transactions under a qualifying plan.
The Company may require brokerage confirmations and plan records and may disclose adoption, termination and material terms as required by SEC rules. Approval of a plan does not guarantee an affirmative defense or relieve the individual of other legal obligations.
9. Gifts, transfers, equity awards and tax withholding
Gifts and transfers may be subject to this policy and to reporting or preclearance requirements even where no sale occurs. The exercise of an option for cash without sale of shares may be treated differently from a sale-to-cover, broker-assisted cashless exercise or other market sale. The Compliance Officer and counsel must evaluate each transaction type before proceeding.
WEBSTAR TECHNOLOGY GROUP, INC. ● EXHIBIT 19.1 |
10. Confidentiality, disclosure and communications
MNPI must be shared only with persons who have a legitimate need to know and appropriate confidentiality obligations. Only authorized Company spokespersons may communicate material Company developments publicly. Covered persons must not discuss confidential matters on social media, with investors, or with family or friends. Questions regarding selective disclosure and Regulation FD must be directed to securities counsel.
11. Reporting, administration and enforcement
Covered persons must promptly notify the Compliance Officer of suspected violations, inadvertent disclosures or proposed transactions that may implicate this policy. The Company may impose disciplinary action up to termination of service, and violations may expose individuals and the Company to civil or criminal penalties. Retaliation for good-faith reporting is prohibited. The Compliance Officer will maintain preclearance requests, blackout notices, plan records, acknowledgments and other documentation consistent with the Company’s record-retention practices.
12. No exceptions to securities laws
The Compliance Officer may grant administrative exceptions to Company-imposed restrictions after consultation with securities counsel where lawful; no exception may authorize trading while aware of MNPI or otherwise waive federal or state securities law. Covered persons remain personally responsible for compliance. When uncertain, refrain from trading and seek advice.
13. Annual review and acknowledgment
The board or its designated committee should review this policy periodically and approve material changes. Covered persons will be asked to acknowledge receipt, understanding and agreement to comply. The Company should maintain evidence of adoption and distribution.
14. Adoption and administration
Board approval date: __________________ Effective date: __________________
Designated Compliance Officer / title: _________________________________________
Authorized Company representative: __________________________________________
Board Secretary certification (if required): ____________________________________
Appendix A — Acknowledgment
I acknowledge receipt of the Company’s Insider Trading Policy and Rule 10b5-1 Trading Plan Procedures and agree to comply with its requirements. I understand that Company preclearance does not replace compliance with securities laws.
Name: ________________________ Signature: ________________________ Date: __________
WEBSTAR TECHNOLOGY GROUP, INC. ● EXHIBIT 19.1 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Ricardo Haynes, certify that:
1. I have reviewed this annual report on Form 10-K/A of Webstar Technology Group, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 15, 2026
| /s/ Ricardo Haynes | |
| Ricardo Haynes | |
| Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Webstar Technology Group, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ricardo Haynes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Acting Chief Executive Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law.
Date: October 15, 2026
| /s/ Ricardo Haynes | |
| Ricardo Haynes | |
| Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |