Webstar Technology (OTCPINK: WBSR) Q1 loss deepens amid going concern risk
Webstar Technology Group, Inc. reported unaudited results for the quarter ended March 31, 2026. The company generated no revenue and recorded a net loss of $1,448,672, much larger than the $61,378 loss a year earlier.
Total assets were $38,078,695, primarily land and project development costs tied to the Forge Atlanta real estate project, while total liabilities were $41,771,868, resulting in a stockholders’ deficit of $3,693,173 and an accumulated deficit of $50,178,586. Cash was only $1,271, and management discloses substantial doubt about the company’s ability to continue as a going concern.
To fund operations, Webstar raised $755,600 through new convertible notes in Q1 2026, added other promissory debt, and converted $63,000 of notes into common stock. Certain Forge Atlanta and corporate notes are in default, and a planned $10 million Regulation A offering at $7 per share has not yet been declared effective. The quarter’s financial statements have not been reviewed by the successor independent auditor, which is still completing required procedures.
Positive
- None.
Negative
- Explicit going concern uncertainty: management discloses substantial doubt about Webstar’s ability to continue as a going concern, given recurring losses, a working capital deficit of $2,464,589, no revenue, and minimal cash of $1,271 as of March 31, 2026.
- High leverage and costly financing: total liabilities of $41,771,868 include $37,276,706 in promissory notes and complex investment agreements with high original issue discounts and default rates up to 30–39%, increasing financial risk.
- Multiple debt defaults and pre-revenue status: several Forge Atlanta and corporate notes are already in default while the company remains pre-revenue, heightening refinancing and liquidity risk if new capital cannot be secured.
Insights
Webstar shows deep losses, heavy leverage, minimal cash, and explicit going concern risk.
Webstar Technology Group remains pre-revenue but is carrying a sizable balance sheet. As of March 31, 2026, assets of $38,078,695 are dominated by land and development costs for the Forge Atlanta project, while cash is only $1,271.
Liabilities total $41,771,868, including promissory notes of $37,276,706, a related-party convertible note of $1,000,000, and a condominium liability of $1,128,584. This produces a stockholders’ deficit of $3,693,173 and an accumulated deficit of $50,178,586, all with no revenue.
The company posted a quarterly net loss of $1,448,672, driven largely by interest and original issue discount accretion of $638,424. Management explicitly states that these conditions raise substantial doubt about its ability to continue as a going concern. Several notes, including a $50,000 Forge Atlanta note and an $70,500 corporate note, are already in default, and the planned $10M Regulation A offering at $7 per share remains ineffective, so future funding outcomes are uncertain.
Key Figures
Key Terms
going concern financial
original issue discount financial
Regulation A Tier II regulatory
Series A Preferred Stock financial
tokenization technical
non-refundable earnest money financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from ___________ to ___________
(Name of Registrant As Specified In Its Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| OTCPINK |
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
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.
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).
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 | ☐ |
| ☒ | 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As
of May 18, 2026, there were
EXPLANATORY NOTE REGARDING REVIEW STATUS
As of the date of this Quarterly Report on Form 10-Q, the review procedures of the condensed consolidated financial statements of Webstar Technology Group, Inc. for the quarterly period ended March 31, 2026 have not been completed by the Company’s independent registered public accounting firm.
The Company recently engaged a successor independent registered public accounting firm following the discontinuation of services by its former auditor. The successor firm is currently in the process of completing customary review procedures associated with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Accordingly, the condensed consolidated financial statements included herein have not yet been reviewed in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).
The Company intends to file an amendment to this Quarterly Report on Form 10-Q, if necessary, upon completion of the review procedures by its independent registered public accounting firm.
Auditor Transition Status
The Company’s former independent registered public accounting firm did not complete review procedures related to the quarterly period ended March 31, 2026 prior to the transition to the successor auditor.
During the transition process, the Company has continued to provide documentation, supporting records, and supplemental information requested in connection with the ongoing review and audit procedures. The Company continues to cooperate fully with its independent registered public accounting firm in support of the completion of all required review activities.
Basis of Presentation
The accompanying condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are unaudited and have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial reporting.
These interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the explanatory disclosures regarding the status of the annual audit process.
Forward-Looking Statement Regarding Review Completion
The Company and its successor independent registered public accounting firm are actively working toward completion of the review procedures associated with this Quarterly Report on Form 10-Q as promptly as practicable. However, there can be no assurance regarding the timing of completion of such review procedures or the filing of any amendment, if required.
TABLE OF CONTENTS
| Heading | Page | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | |
| Unaudited Condensed Balance Sheets as of March 31, 2026 and December 31, 2025 | 4 | |
| Unaudited Condensed Statements of Operations for the Three months ended March 31, 2026 and 2025 | 5 | |
| Unaudited Condensed Statements of Stockholders’ Deficit for the Three months ended March 31, 2026 and 2025 | 6 | |
| Unaudited Condensed Statements of Cash Flows for the Three months ended March 31, 2026 and 2025 | 7 | |
| Notes to the Unaudited Condensed Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosure | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 36 |
| SIGNATURES | 40 | |
| 2 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.
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.
| 3 |
Webstar Technology Group, Inc.
Unaudited Condensed Balance Sheets
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Project development – related expenses | ||||||||
| Land and land acquisition – related expenses | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued interest – related party | ||||||||
| Accrued interest | ||||||||
| Convertible note payable – related party | ||||||||
| Short term loans payable | ||||||||
| Promissory notes payable, less unamortized debt issuance costs of $ | ||||||||
| Due to related party | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Long term notes payable | ||||||||
| Liability for condominium, less unamortized issuance costs of $ | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments (Note 7) | - | - | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Webstar stockholders’ deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
Webstar Technology Group, Inc.
Unaudited Condensed Statements of Operations
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross profit | - | - | ||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other expense | ||||||||
| Other income | - | |||||||
| Interest expense – original issuance discount | ( | ) | - | |||||
| Interest expense | ( | ) | - | |||||
| Interest expense – related party | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | - | - | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to noncontrolling interest | ( | ) | - | |||||
| Net loss attributable to Webstar Technology | ( | ) | ( | ) | ||||
| Net loss per share-attributable to Webstar Technology, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
Webstar Technology Group, Inc.
Unaudited Condensed Statements of Stockholders’ Deficit
| Shares | Amount | in Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||
| Common Stock | Additional Paid | Accumulated | Webstar Stockholders’ | Non- Controlling | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | in Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | - | $ | ( | ) | |||||||||||||||
| Cancellation of common stock | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||
| Conversion of convertible notes payable to common stock | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | - | $ | ( | ) | |||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Conversion of convertible notes payable to common stock | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
Webstar Technology Group, Inc.
Unaudited Condensed Statements of Cash Flows
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Accretion of debt discount | - | |||||||
| Change in assets and liabilities: | ||||||||
| Inventory | ( | ) | - | |||||
| Deposits in conjunction with accrued expenses | ( | ) | - | |||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses – related party | - | |||||||
| Accrued interest | - | |||||||
| Accrued interest – related party | ||||||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from promissory notes | ||||||||
| Repayments from promissory notes | ( | ) | - | |||||
| Repayments against advances from related parties | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of the year | ||||||||
| Cash at end of the year | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Schedule of non-cash financing activities: | ||||||||
| Conversion of convertible notes payable to common stock | $ | $ | ||||||
| Cancellation of common stock | $ | - | $ | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
WEBSTAR TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
Webstar
Technology Group, Inc. (the “Company”) was incorporated in
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 | |
| 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 | |
| 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 $ | |
| 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 |
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.
| 8 |
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, CEO - 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
On
May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $
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 $
| 1. | Purchase
Money Promissory Note for a principal amount of $ |
| 2. | Short
Term Promissory Note for a principal amount of approximately $ |
| 9 |
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 $ |
| 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 ( |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying 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
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
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 March 31, 2026,
the Company had an accumulated deficit of $
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.
| 10 |
Use of Estimates
The preparation of the 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 March 31, 2026 and December 31, 2025. There have been no transfers between levels.
Cash
The
Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.
The Company had cash on hand of $
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 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 statements of operations.
At March 31, 2026 and December 31, 2025, the Company has no leased assets.
| 11 |
Revenue Recognition
The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company anticipates receiving revenue from licensing its software to customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer.
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
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 three months ended March 31, 2026 and 2025, 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 March 31, 2026 and December 31, 2025, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
| 12 |
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
March 31, 2026 and December 31, 2025, the Company had a convertible note payable outstanding with a related party. For the three months
ended March 31, 2026 and 2025, the note was convertible into
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. There were no derivative financial instruments
as of March 31, 2026 and December 31, 2025 and
| 13 |
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 unaudited condensed balance sheets.
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 Issued Accounting Pronouncements –Adopted
In
December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU 2023-09”). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU
2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages.
In November 2023 the FASB issued ASU 2023-07 (“ASU 2023-07”), Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:
| ● | significant to the segment, | |
| ● | regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and | |
| ● | included in the reported measure of segment profit or loss. |
The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 did not have an impact on the Company’s financial statements since it operates in one reportable segment and has yet to generate revenues.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.
| 14 |
NOTE 3 – RELATED PARTY TRANSACTIONS
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 $
Asset Purchase Agreement
On
October 1, 2024, the Company acquired all of the intellectual property of Bear Village, Inc. (“Bear Village”) in exchange
for
Due from Related Party
During
the three months ended March 31, 2026 and 2025, the Company received
Due to Stockholders
The
Trust, controlled by Mr. James Owens, the founder, stockholder, and former chairman of the board of directors of the Company, advanced
the Company money as needed for working capital needs. During the three months ended March 31, 2026 and 2025, the Trust loaned the Company
for working capital needs of $
On
June 3, 2024, the Board of Directors approved, and Mr. Owens agreed, to settle the agreement amount due to the Trust for working capital
advances and consulting services totaling $
At
March 31, 2026 and December 31, 2025, the balance remaining on the due to stockholder was $
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)
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.
| 15 |
In
connection with the Agreement, TNRG entered into a purchase agreement totaling $
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”). 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.
Convertible Note Payable
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 $
On
June 3, 2024 the Board of Directors approved, and Mr. Owens agreed, to settle certain liabilities owed to the Trust with shares of common
stock (see below for further details). Included in this settlement was $
During
the three months ended March 31, 2026 and 2025, interest expense on the Note was $
At
March 31, 2026 and December 31, 2025, $
On March 20, 2024, Mr. Owens transferred the Note to Cold Valley Storage, an unrelated third party.
| 16 |
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 $
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 $
NOTE 4 – SHORT TERM LOANS PAYABLE
During
the three months ended March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable
on various dates in July 2026 and March 2027 for aggregate gross proceeds of $
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 $
In
June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $
Forge Atlanta
On
March 25, 2026, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
On
February 17, 2026, Forge Atlanta entered into a promissory note with a third party of $
| 17 |
During
the year ended December 31, 2025, the Company entered into promissory notes with a third party totaling $
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 $
| 1. | Purchase
Money Promissory Note for a principal amount of $ |
| 2. | Short
Term Promissory Note for a principal amount of approximately $ |
On
December 9, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
| 18 |
On
December 4, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
On
September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
On
September 17, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
On
September 19, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $
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.
| 19 |
Common Stock
At
March 31, 2026 and December 31, 2025, the Company had
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
During
the three months ended March 31, 2026, several convertible promissory notes totaling $
During
the year ended December 31, 2025, several convertible promissory notes totaling $
During
the year ended December 31, 2025, convertible promissory notes totaling $
On
March 6, 2025, the Company cancelled
As
of March 31, 2026 and December 31, 2025, the Company has not issued a total of
NOTE 7 – 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:
SCHEDULE OF ANTI DILUTIVE POTENTIALLY DILUTIVE SECURITIES
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Convertible note payable – related party | ||||||||
| Convertible note payable | ||||||||
| Total potentially dilutive shares | ||||||||
The following table sets forth the computation of basic and diluted net income per share:
SCHEDULE OF EARNINGS PER SHARE
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to the common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic weighted average outstanding shares of common stock | ||||||||
| Dilutive effect of options and warrants | - | - | ||||||
| Diluted weighted average common stock and common stock equivalents | ||||||||
| Loss per share: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| 20 |
NOTE 8 – 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 $
NOTE 9 – 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
Information on reportable segments and reconciliation to consolidated net income is as follows:
SCHEDULE OF REPORTABLE SEGMENTS AND RECONCILIATION TO CONSOLIDATED NET INCOME
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Forge Atlanta | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | - | |||||||
| Net loss | $ | ( | ) | $ | - | |||
| Total assets | $ | $ | - | |||||
| Bear Village | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | - | - | ||||||
| Net loss | $ | - | $ | - | ||||
| Total assets | $ | - | $ | - | ||||
| Consolidated | ||||||||
| Revenue | $ | - | $ | - | ||||
| Net sales | $ | - | $ | - | ||||
| Expenses | ||||||||
| Net loss | $ | ( | ) | $ | ||||
| Total assets | $ | $ | ||||||
| 21 |
NOTE 10 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2026 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 March 31, 2026, except for the following:
Promissory Note
On
April 10, 2026, the Company entered into a promissory note with a director of the Company for a principal amount of $
Short Term Loans Payable
Subsequent
to March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in
March 2027 for aggregate gross proceeds of $
Regulation A Offering
The
Company filed a Regulation A Offering on March 17, 2025 with the Securities and Exchange Commission (“SEC”) for an offering
up to $
| 22 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.
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 CEO, 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. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing. As of the date of this filing, the remaining $325,000 had not been remitted to Mr. Owens by the Purchasers. |
| 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. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement (see Note 3). |
| 23 |
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.
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.
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. Upon closing of the land purchase, Forge Atlanta will pay Urbantec the sum of $3,000,000. 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. The Note and unpaid accrued interest are in default and now provide for interest to accrue at 12.5% per annum. The Company is currently in discussions to restructure the terms of the note. The current discussions also include extending the maturity date of the Note with MCRR to October 1, 2026 and an extension fee of $900,000 and interest totaling $1,011,000 to be repaid in each of six (6) installments of $318,500 ($168,500 applied to interest and $150,000 applied to the extension fee) due on April 15, 2026; April 30, 2026, May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026. |
| 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. |
| 24 |
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.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.
| 25 |
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.
Plan of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
The following discussion represents a comparison of our results of operations for the three months ended March 31, 2026 and 2025. The results of operations for the periods shown in our audited condensed financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed 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.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross Profit | - | - | ||||||
| Operating expenses | 152,746 | 41,378 | ||||||
| Other expense | 1,295,926 | 20,000 | ||||||
| Net loss before income taxes | $ | 1,448,672 | $ | (61,378 | ) | |||
Net Revenues
For the three months ended March 31, 2026 and 2025, we had no revenues.
Cost of Sales
For the three months ended March 31, 2026 and 2025, we had no cost of sales as we had no revenues.
Operating expenses
Operating expenses increased by $111,368, or 269.1%, to $152,746 for three months ended March 31, 2026 from $41,378 for the three months ended March 31, 2025 primarily due to increases in consulting fees of $96,375, travel costs of $6,255, insurance costs of $26,044, rent of $5,484, and general and administration costs of $3,517, offset primarily by decreases in professional fees of $25,873 and investor relations costs of $434, as a result of adding administrative infrastructure for our anticipated business development.
For the three months ended March 31, 2026, we had general and administrative expenses of $152,746 primarily due to professional fees of $6,809, insurance costs of $26,044, rent expense of $6,069, travel costs of $6,255, investor relations costs of $1,925, consulting fees of $101,375, and general and administration costs of $4,269, as a result of adding administrative infrastructure for our anticipated business development.
For the three months ended March 31, 2025, we had general and administrative expenses of $41,378 primarily due to professional fees of $32,682, rent expense of $585, investor relations costs of $2,359, consulting fees of $5,000, and general and administration costs of $752, as a result of adding administrative infrastructure for our anticipated business development.
| 26 |
Other Expense
Other expense for the three months ended March 31, 2026 totaled $1,295,926 primarily due to interest expense, compared to other expense of $20,000 for the three months ended March 31, 2025 primarily due to interest expense.
Net loss before income taxes
Net loss before income taxes for the three months ended March 31, 2026 totaled $1,448,672 primarily due to (increases/decreases) in professional fees, investor relations costs, insurance costs, travel costs, consulting fees, rent, and general and administration costs compared to a loss of $61,378 for the three months ended March 31, 2025 primarily due to (increases/decreases) in compensation costs, professional fees, consulting fees, and travel costs.
Assets and Liabilities
Assets were $38,078,695 as of March 31, 2026. Assets consisted primarily of cash of $1,271, project development - related expenses of $3,370,470, land and land acquisition - related expenses of $34,658,198 (consisting primary of land purchases) and prepaid expenses of $48,756. Liabilities were $40,543,284 as of March 31, 2026. Liabilities consisted primarily of accounts payable of $88,668, accrued expenses of $300,000, due to related party of $179,174, short term notes payable of $898,480, promissory notes payable of $37,276,706, net of unamortized debt issuance costs of $42,425, liability for condominium of $1,128,584, less unamortized issuance costs of $191,416, convertible note payable – related party of $1,000,000, accrued interest of $621,258, accrued interest – related party of $155,358, long term notes payable of $100,000, and other current liabilities of $23,640.
Liquidity and Capital Resources
Going Concern
The accompanying condensed 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 $50,178,586 at March 31, 2026, had a working capital deficit of $2,464,589 and $1,622,583 at March 31, 2026 and December 31, 2025, respectively, had a net loss of $1,448,672 and $61,378 for the three months ended March 31, 2026 and 2025, respectively, and net cash used in operating activities of $512,908 and $31,341 for the three months ended March 31, 2026 and 2025, 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.
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 condensed 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 a decrease in cash flows for the three months ended March 31, 2026 of $3,000 resulting from cash used in operating activities of $512,908, offset partially by cash provided by financing activities of $509,908.
| 27 |
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (512,908 | ) | $ | (31,341 | ) | ||
| Investing activities | - | - | ||||||
| Financing activities | 509,908 | 31,580 | ||||||
| $ | (3,000 | ) | $ | 239 | ||||
Cash Flows from Operating Activities – For the three months ended March 31, 2026, net cash used in operating activities was $512,908 compared to net cash used in operating activities of $31,341 for the three months ended March 31, 2025. Net cash used in operating activities was primarily due to a net loss of $1,448,672 for three months ended March 31, 2026 and the changes in operating assets and liabilities of $297,340, primarily due to the changes in inventory of $60,000, deposits in conjunction with accrued expenses of $3,341, prepaid expenses of $36,351, accounts payable of $205,655, and other current liabilities of $545, offset primarily by accrued expenses of $75,000, accrued interest of $508,232, and accrued interest – related party of $20,000. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the accretion of debt discount of $638,424.
For the three months ended March 31, 2025, net cash used in operating activities of $31,341 was primarily due to a net loss of $61,378 and the changes in operating assets and liabilities of $30,037, primarily due to the changes in prepaid expenses of $5,250, other current liabilities of $9,816, and accrued interest – related party of $20,000, offset primarily by accounts payable of $5,029.
Cash Flows from Investing Activities – For the three months ended March 31, 2026 and 2025, the Company had no cash flows from investing activities.
Cash Flows from Financing Activities – For the three months ended March 31, 2026, net cash provided by financing activities was $509,908, due to proceeds from short term convertible notes of $755,600, proceeds from short term loans payable of $56,000, repayments of promissory notes of $262,992, and repayments of advance from related party of $38,700 compared to cash provided by financing activities for the three months ended March 31, 2025 of $31,580, due to proceeds from short term convertible notes of $8,000, proceeds from short term loans payable of $49,800, and repayments of advance from related party of $26,220.
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 three months ended March 31, 2026, several convertible promissory notes totaling $63,000 were converted into 1,329,762 of the Company’s common shares.
| 28 |
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. To date, these shares have not been issued and therefore, are now in default. The Company is currently in the process of issuing these shares. Until such time as the shares are issued, the Company has presented these shares as common stock to be issued on under other current liabilities in the accompanying balance sheets.
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 1,415,476 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 405,558,604.
Short Term Notes Payable
In April 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in March 2027 for aggregate gross proceeds of $20,000. 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 $0.03 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 three months ended March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and March 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 $0.08 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 three months ended March 31, 2026 and 2025, several Notes totaling $63,000 and $8,000 were converted into 1,329,762 and 114,286, respectively, of the Company’s common shares. The Company has a balance owed of $898,480 and $205,880 at March 31, 2026 and December 31, 2025, respectively.
Due from Related Party
During the three months ended March 31, 2026 and 2025, the Company received no working capital advances and made repayments of $38,700 and $26,220, 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 to related party of $132,326 and $107,126 at March 31, 2026 and December 31, 2025, respectively, and these advances have been presented as due to related party on the accompanying balance sheets.
Promissory Note Payable
Webstar
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
| 29 |
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
On March 25, 2026, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $7,200 ($6,000 cash was received) due July 31, 2026 which was issued at a $1,200 original issue discount from the face value of the investment agreement. 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 February 17, 2026, Forge Atlanta entered into a promissory note with a third party of $50,000 bearing no interest and was due February 27, 2026. This note is currently in default. Upon an Event of Default, unpaid amounts shall bear interest at Thirty percent (30%) per annum.
During the year ended December 31, 2025, the Company entered into promissory notes with a third party totaling $300,000 and is non-interest bearing. The promissory notes are due if Forge Atlanta does not acquire 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. The Note and unpaid accrued interest are in default and now provide for interest to accrue at 12.5% per annum. The Company is currently in discussions to restructure the terms of the note. The current discussions also include extending the maturity date of the Note with MCRR to October 1, 2026 and an extension fee of $900,000 and interest totaling $1,011,000 to be repaid in each of six (6) installments of $318,500 ($168,500 applied to interest and $150,000 applied to the extension fee) due on April 15, 2026; April 30, 2026, May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026. |
| 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. |
| 30 |
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 received) 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 unaudited condensed 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 received) 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 unaudited condensed 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. In addition, the note holder shall receive 300,000 common shares of Webstar, valued at $9,000 (based on the estimated fair value of the stock on the date of note) and is recorded as interest expense in the unaudited condensed consolidated Statements of Operations. 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. The note was repaid as of January 7, 2026.
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 unaudited condensed 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.
| 31 |
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.
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 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.
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.
| 32 |
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.
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. |
Capital Expenditures
We expect to purchase approximately $50,000 of equipment in connection with the expansion of our business during the next twelve months.
| 33 |
Fiscal year end
Our fiscal year end is December 31.
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.
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.
Future Contractual Obligations and Commitments
Refer to Note 8 in the accompanying notes to the financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.
We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.
Off-Balance Sheet Arrangements
As of March 31, 2026, we have not entered into any transaction, agreement or other contractual arrangement with an entity under which it has:
| ● | a retained or contingent interest in assets transferred to the entity or similar arrangement that serves as credit; | |
| ● | liquidity or market risk support to such entity for such assets; | |
| ● | an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or | |
| ● | an obligation, including a contingent obligation, arising out of a variable interest in an entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us. |
| 34 |
Inflation
We do not believe that inflation has had a material effect on our results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, under the supervision and with the participation of our CEO and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on such evaluation, management identified deficiencies that were determined to be a material weakness.
Management’s Report on Internal Controls over Financial Reporting
The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Based on that assessment, management believes that, as of March 31, 2026, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.
The specific material weaknesses identified by the company’s management as of end of the period covered by this report include the following:
| ● | we have not performed a risk assessment and mapped our processes to control objectives; | |
| ● | we have not implemented comprehensive entity-level internal controls; | |
| ● | we have not implemented adequate system and manual controls; and | |
| ● | we do not have sufficient segregation of duties. As such, the officers approve their own related business expense reimbursements |
Despite the material weaknesses reported above, our management believes that our condensed financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this report.
Management’s Remediation Plan
The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.
However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:
| (i) | Appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies; |
The remediation efforts set out herein will be implemented in the 2027 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management believes that despite our material weaknesses set forth above, our condensed financial statements for the three months ended March 31, 2026 are fairly stated, in all material respects, in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ending March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 35 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our business or has a material interest adverse to our business.
ITEM 1A. RISK FACTORS.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three months ended March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and September 2026 for aggregate gross proceeds of $24,000. 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 between $0.025 and $0.07 per share into the Company’s common stock before any public offering. During the three months ended March 31, 2026, the Notes were converted into 471,429 of the Company’s common shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act. During the quarter ended March 31, 2026, we did not have any projects that were in production and as such, were not subject to regulation by MSHA under the Mine Act.
ITEM 5. OTHER INFORMATION.
During
the quarter ended March 31, 2026, no director or officer of the Company
ITEM 6. EXHIBITS.
The following exhibits are filed or “furnished” herewith:
| 36 |
EXHIBIT INDEX
Exhibit Number |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation filed on July 5, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 3.2 | Amended and Restated Bylaws effective as of March 23, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 3.3 | Certificate of Designations of Preferences and Rights of Series A Preferred Stock of the registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020). | |
| 3.4 | Restated Certificate of Designations of Preferences and Rights of Series A Preferred Stock amended on June 14, 2022 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 14, 2022). | |
| 10.1+ | Form of Executive Employment Agreement and Amendment (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.2+ | Form of Consulting Agreement and Amendment (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.3 | Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.4 | Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.5 | Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Warp-G software (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.6+ | Form of Director Services Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.7 | Form of Subscription Agreement for S-1 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.8+ | Form of Amendment to Employment Agreement entered into between Webstar Technology Group, Inc. and Executive (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). |
| 37 |
| 10.9 | Amendment dated May 12, 2018 to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017). | |
| 10.10 | Second Amendment to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018). | |
| 10.11 | Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018). | |
| 10.12 | Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Warp-G software (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018). | |
| 10.13 | Form of Employment Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC on July 3, 2019). | |
| 10.14 | Promissory Note Issued March 25, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 3, 2019). | |
| 10.15 | Amendment to Promissory Note dated December 6, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 17, 2019). | |
| 10.16† | Employment Agreement between the registrant and James Owens dated January 1, 2020. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020). | |
| 10.17† | Employment Agreement between the registrant and Don Roberts dated January 1, 2020. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020). | |
| 10.18† | Employment Agreement between the registrant and Harold Hutchins dated January 1, 2020. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020). | |
| 10.19 | Assignment of All Employment and Consulting Agreements and Transfer and Assumption of All Liabilities Associated Therewith Agreement between the registrant and James Owens dated February 21, 2020. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC March 3, 2020). | |
| 10.20 | Subscription Agreement between the registrant and James Owens for Series A Preferred Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020). | |
| 10.21 | Subscription Agreement between the registrant and James Owens for Common Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020). | |
| 10.22 | Exclusive Technology Marketing and License Agreement dated April 21, 2020 by and between the Company and Soft Tech Development Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 23, 2020). |
| 38 |
| 10.23+ | Second Amended and Restated Marketing and License Agreement dated July 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 18, 2022). | |
| 10.24 | Settlement Agreement to Compromise Debt dated June 3, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 9, 2022). | |
| 10.25 | Convertible Promissory Note dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022). | |
| 10.26+ | Amended Executive Employment Agreement dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022). | |
| 10.27 | Stock Option Grant to Officer dated December 9, 2021 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on December 13, 2021). | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| * | Filed herewith. |
| + | Management contract or compensatory plan or arrangement. |
| 39 |
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: May 20, 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: May 20, 2026 | |
| Ricardo H. Haynes |
| 40 |
FAQ
What were Webstar Technology Group (WBSR)’s Q1 2026 financial results?
Webstar reported no revenue and a net loss of $1,448,672 for the quarter ended March 31, 2026. The loss was driven mainly by interest and original issue discount expenses, reflecting the cost of its significant debt financing.
What is Webstar Technology Group (WBSR)’s balance sheet position as of March 31, 2026?
As of March 31, 2026, Webstar had total assets of $38,078,695 and total liabilities of $41,771,868, resulting in a stockholders’ deficit of $3,693,173. Assets are largely land and project development costs, with only $1,271 in cash.
Does Webstar Technology Group (WBSR) face going concern risks?
Yes. Management states that recurring losses, a $50,178,586 accumulated deficit, a working capital deficit of $2,464,589, no revenue, and low cash raise substantial doubt about Webstar’s ability to continue as a going concern.
How is Webstar Technology Group (WBSR) financing the Forge Atlanta project?
The company is financing Forge Atlanta with promissory notes and investment agreements, including liabilities tied to condominium units totaling $1,128,584 and significant original issue discounts. Some project-related notes carry default interest rates up to 30%.
What is Webstar Technology Group (WBSR)’s Regulation A Tier II offering?
Webstar filed a Regulation A Tier II offering on March 17, 2025 to sell up to $10 million of common stock at $7 per share. The filing notes the offering had not been declared effective and no shares had been sold.
Have Webstar Technology Group (WBSR)’s Q1 2026 financial statements been reviewed by auditors?
No. The company changed auditors, and the successor firm has not yet completed PCAOB-standard review procedures for the March 31, 2026 quarter. The financial statements in this report are unaudited and unreviewed as of the filing date.