UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the period ended ~~March~~June 3130, 2024

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

For the transition period from ___________ to ___________

Webstar Technology Group, Inc.

(Name of Registrant As Specified In Its Charter)

Wyoming

000-56268

37-1780261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

284 Paseo Reyes St. Augustine, Florida		32095
1100 Peachtree St. NE, Suite 200 Atlanta, Georgia 30309		32095
(Address of principal executive offices)		(Zip Code)

(904) 312-9681

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

There was no active public trading market as of the last business day of the Company’s second fiscal quarter, so there was no aggregate market value of common stock held by non-affiliates.

As of ~~May~~August 1015, 2024 , there were ~~158~~201,~~271~~057,~~000~~278, shares of common stock, par value $0.0001 per share and 1,000 shares of Series A Preferred Stock, $0.0001 par value per share of the registrant outstanding.

TABLE OF CONTENTS

PART I		4
ITEM 1	FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2019
ITEM 4	CONTROLS AND PROCEDURES	2019
PART II		2019
ITEM 1	LEGAL PROCEEDINGS	2019
ITEM 1A	RISK FACTORS	2019
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2120
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	2120
ITEM 4	MINE SAFETY DISCLOSURE	2120
ITEM 5	OTHER INFORMATION	2120
ITEM 6	EXHIBITS	2120

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 future business and financial performance or conditions, anticipated sales growth across markets, distribution channels and product categories, competition from larger, more established companies with greater economic resources than we have, expenses and gross margins, profits or losses, new product introductions, financing and working capital requirements and resources, control by our principal equity holders and the other factors set forth under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 29, 2024.

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.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Contents
	Page
UNAUDITED CONDENSED FINANCIAL STATEMENTS:
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	5
Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	5
Condensed Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	6
Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	6
Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (Unaudited)	7
Statements of Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023 (Unaudited)	7
Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	8
Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	8
Notes to the Unaudited Condensed Financial Statements	9
Condensed Notes to the Unaudited Financial Statements	9

Webstar Technology Group, Inc.

~~Condensed~~ Balance Sheets

	March 31, 2024 (Unaudited)			December 31, 2023
	June 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	~~170~~154		$	170
Prepaid expenses		1213,~~199~~716			498
Total current assets	$	1213,~~369~~870		$	668
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	~~22,871~~-		$	24,981
Accrued salaries and related expenses		~~3,237,600~~-			3,074,406
Accrued interest – related party		63,989			43,989
Accrued interest - related party		15,358			43,989
Due to stockholder		284,232			228,674
Advance from related party		5,000			-
Due to stockholder		-			228,674
Convertible note payable – related party		1,000,000			1,000,000
Total current liabilities	$	41,~~608~~020,~~692~~358		$	4,372,050
Commitments and contingences (Note 5)		-			-
Commitments and contingencies (Note 6)		-
Stockholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of March 31, 2024 and December 31, 2023		-			-
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 158,271,000 issued and outstanding as of March 31, 2024 and December 31, 2023		15,827			15,827
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 201,060,000 and 158,271,000 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		20,106			15,827
Additional paid-in-capital		3846,~~750~~536,~~207~~042			38,750,207
Accumulated deficit		(4347,~~362~~562,~~357~~636	)		(43,137,416	)
Total stockholders’ deficit		(41,~~596~~006,~~323~~488	)		(4,371,382	)
Total liabilities and stockholders’ deficit	$	1213,~~369~~870		$	668

The accompanying condensed notes are an integral part of these unaudited ~~condensed~~ financial statements.

Webstar Technology Group, Inc.

~~Condensed~~ Statements of Operations

(Unaudited)

	2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2024			2023
Revenue	$	-		$	-		$	-		$	-
Revenue	$	-		$	-
Cost of sales		-			-			-			-
Cost of sales		-			-
Gross profit		-			-			-			-
Gross profit		-			-
Operating expenses
Operating expenses
Salaries and related expense		84,872			193,470			243,066			387,857
Salaries and related expenses		158,194			194,388
General and administrative		73,497			24,220			120,244			60,121
General and administrative		46,747			35,900
Total operating expenses		158,369			217,690			363,310			447,978
Total operating expenses		204,941			230,288
Operating loss		(158,369	)		(217,690	)		(363,310	)		(447,978	)
Operating loss		(204,941	)		(230,288	)
Other expense
Other expense
Loss on extinguishment of debt with a related party		(4,021,910	)		-			(4,021,910	)		-
Interest expense – related party		(20,000	)		(2214,~~020~~125	)		(40,000	)		(36,145	)
Total other expense		(204,~~000~~041,910	)		(2214,~~020~~125	)		(4,061,910	)		(36,145	)
Net loss before taxes		(~~224~~4,~~941~~200,279	)		(~~252~~231,~~308~~815	)		(4,425,220	)		(484,123	)
Income tax expense		-			-			-			-
Net loss	$	(~~224~~4,~~941~~200,279	)	$	(~~252~~231,~~308~~815	)	$	(4,425,220	)	$	(484,123	)
Net loss per share-basic and diluted	$	(0.0003	)	$	(0.00	)	$	(0.03	)	$	(0.03	)
Weighted average shares outstanding - basic		158,271,000			139,900,000
Weighted average shares outstanding-basic		161,719,984			149,792,077			161,380,813			144,873,365

The accompanying condensed notes are an integral part of these unaudited ~~condensed~~ financial statements.

Webstar Technology Group, Inc.

~~Condensed~~ Statements of Stockholders’ Deficit

For the Three and Six Months Ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

									Additional					Total
	Preferred Stock				Common Stock				Paid-in-		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2023	$	1,000	$	-		158,271,000	$	15,827	$	38,750,207	$	(43,137,416	)	$	(4,371,382	)
Net loss		-		-		-		-		-		(224,941	)		(224,941	)
Balance at March 31, 2024		1,000	$	-		158,271,000	$	15,827	$	38,750,207	$	(43,362,357	)	$	(4,596,323	)
Liabilities settled with shares of common stock with a related party		-		-		42,786,278		4,279		4,445,494		-			4,449,773
Liabilities assumed by related party		-		-		-		-		3,340,341		-			3,340,341
Net loss		-		-		-		-		-		(4,200,279	)		(4,200,279	)
Balance at June 30, 2024		1,000		-		201,057,278	$	20,106	$	46,536,042	$	(47,562,636	)	$	(1,006,488	)
Balance at December 31, 2022		1,000	$	-		139,900,000	$	13,990	$	38,568,334	$	(42,222,616	)	$	(3,640,292	)
Net loss		-		-		-		-		-		(252,308	)		(252,308	)
Balance at March 31, 2023		1,000	$	-		139,900,000	$	13,990	$	38,568,334	$	(42,474,924	)	$	(3,892,600	)
Balance		1,000	$	-		139,900,000	$	13,990	$	38,568,334	$	(42,474,924	)	$	(3,892,600	)
Partial conversion of convertible note payable to related party		-		-		18,371,000		1,837		181,873		-			181,873
Net loss		-		-		-		-		-		(231,815	)		(231,815	)
Balance at June 30, 2023		1,000	$	-		158,271,000	$	15,827	$	38,750,207	$	(42,706,739	)	$	(3,940,705	)
Balance		1,000	$	-		158,271,000	$	15,827	$	38,750,207	$	(42,706,739	)	$	(3,940,705	)

The accompanying condensed notes are an integral part of these unaudited ~~condensed~~ financial statements.

Webstar Technology Group, Inc.

~~Condensed~~ Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2024			2023
	For the Three Months Ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(~~224~~4,~~941~~425,220	)	$	(~~252~~484,~~308~~123	)
Adjustments to reconcile net loss to cash used in operating activities
Amortization expense		-			400
Loss on liabilities settled with common stock		4,021,910			-
Amortization expense		-			800
Consulting services included in due to stockholder		60,000			-
Change in assets and liabilities
Prepaid expenses		(11,701	)		(13,083	)
Accounts receivable		-			-
Accounts payable		(2,110	)		8,297
Prepaid expenses		(13,218	)		(9,500	)
Accrued salaries and related expenses		163,194			179,188
Accounts payable		(2,112	)		(18,504	)
Accrued interest		20,000			22,020
Accrued salaries and related expenses		243,066			361,257
Lease liability		-			(7	)
Accrued interest – related party		40,000			36,144
Net cash used in operating activities		(55,558	)		(55,493	)
Lease liabilities		-			(42	)
Cash used in operating activities		(75,574	)		(113,968	)
Cash flows from financing activities
Advances from stockholder		5570,558			59114,~~395~~760
Net cash provided by financing activities		55,558			59,395
Advance from related party		5,000			-
Net increase in cash		-			3,902
Net cash provided by financing activities		75,558			114,760
Net increase (decrease) in cash		(16	)		792
Cash at beginning of the period		170			178
Cash at end of the period	$	~~170~~154		$	~~4,080~~970
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Schedule of non-Cash investing and financing activities
Conversion of notes payable into common stock	$	-		$	183,710
Accrued salaries and related assumed by related party	$	3,340,341		$	-
Liabilities settled with shares of common stock – related party	$	427,863		$	-

The accompanying condensed notes are an integral part of these unaudited ~~condensed~~ financial statements.

WEBSTAR TECHNOLOGY GROUP, INC.

~~NOTES~~CONDENSED NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was 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. The Company has been focused in large part on organizational activities and the development of its business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software solution that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. ~~The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020 and is now seeking to sub-license the software.~~

During the quarter ended June 30, 2024, the Company entered into several material definitive agreements as summarized below:

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.

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.

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 $22,871 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.

On June 24, 2024, the Company acquired 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. As of June 30, 2024, no consideration had been provided for these acquired assets.

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:

Chairman/Chief Executive Officer - Mr. Ricardo Haynes

Independent Director – Ms. Marilyn Karpoff

Independent Director – Mr. Gordon Clinkscale

President – Mr. Eric Collins

Interim CFO – Ms. Adrienne Anderson

Secretary – Mr. Donald R. Keer

Chief Operating Officer – Mr. Lance Lehr

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited ~~condensed~~ financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange ~~Commission~~ Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited ~~condensed~~ financial statements are adequate to make the information presented not misleading. The unaudited ~~condensed~~ financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and six months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ending December 31, 2024. These unaudited ~~condensed~~ financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2023 which was filed with the SEC on March 29, 2024.

Liquidity, Going Concern and Uncertainties

These unaudited ~~condensed~~ financial statements have been prepared in conformity with US GAAP, which contemplate the continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As As of ~~March~~June 3130, 2024, the Company had an accumulated deficit and working capital deficit of $4347,~~362~~562,~~357~~636 and ~~has incurred a net loss of~~ $~~224~~1,~~941~~006,488, respectively. Further, for the ~~three~~six months ended ~~March~~June 3130, 2024~~. Additionally~~, the Company ~~had~~incurred ~~negative cash flows from operations of $55,558 and~~ a ~~working~~net ~~capital~~loss ~~deficit~~ of $4,~~596~~425,~~323 for the three months ended March 31~~220, ~~2024. Based on the current business plans~~ and ~~the~~used ~~Company’s operating requirements, management believes that the existing~~ cash atin ~~March 31, 2024 will not be sufficient to fund~~ operations ~~for at least the next twelve months following the issuance~~ of ~~these~~$75,574, ~~condensed financial statements~~respectively. ~~These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.~~

~~The~~Based ~~Company’s continued operations will depend~~ on ~~its~~the ~~ability~~current tobusiness ~~raise~~plans ~~additional capital through various potential sources, such as future equity offerings~~ and~~/or~~ ~~debt~~the ~~financings,~~Company’s ~~strategic~~operating ~~relationships~~requirements, ~~and~~management tobelieves ~~successfully~~that ~~execute~~the ~~its~~existing ~~business~~cash ~~plans.~~at ~~The~~June ~~Company~~30, ~~has~~2024 ~~relied~~will ~~upon~~not ~~advances~~be ~~from~~sufficient ~~its Chairman, majority stockholder~~ to fund operations ~~since~~for ~~inception.~~at ~~Management~~least isthe ~~actively~~next ~~pursuing financing,~~twelve ~~but~~months ~~can~~following ~~provide~~the noissuance ~~assurances~~of ~~that~~these ~~such~~financial ~~financing~~statements. These ~~will~~factors beraise ~~available~~substantial ondoubt ~~acceptable~~regarding ~~terms, or at all. Without this funding,~~ the Company’s ~~could~~ability ~~be required~~ to ~~delay,~~continue ~~scale~~as ~~back or eliminate some or all of its business plans which would likely have~~ a ~~material adverse~~going ~~effect on the Company~~concern.

9The 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 Chairman, majority stockholder 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 unaudited ~~condensed~~ financial statements do not include any adjustments relating to the recoverability and classification of asset carrying ~~amounts~~ amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Generally, the Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of its marketing efforts to attract users for its software solutions and rapidly changing technology, the successful launch and the acceptance of its software solutions in the marketplace, competition of its software solutions, attraction of talented and skilled employees to support the business and the ability to raise capital to support its operations.10

Use of Estimates

The preparation of the unaudited ~~condensed~~ financial statements requires management to make estimates and assumptions that affect the reported ~~amounts~~ amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited ~~condensed~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our 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~~ estimates made by management include the valuation of deferred tax assets and the fair value of stock issued to settle liabilities.

Fair Value of Financial Instruments and Fair Value Measurements

The carrying amounts reported in the balance ~~sheet~~sheets for cash, accounts receivable, accounts payable, accrued expenses, and due to stockholder approximate their fair market value based on the short-term maturity of these instruments. The ~~carrying amount reported in the balance sheet for the convertible note payable-related party approximates its fair value based on the valuation on the issue date as discussed in Note 3 below. The~~ Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of ~~March~~June 3130, 2024 orand December 31, 2023.

Cash

The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. There are no cash equivalents at ~~March~~June 3130, 2024 and December 31, 2023. The Company maintains its cash in bank and financial institutions that at times may exceed federally insured (FDIC) limits. At ~~March~~June 3130, 2024 and December 31, 2023, the Company did not have any cash ~~balances~~ balances in excess of FDIC limits nor has the Company experienced any losses in such accounts through June 30, 2024.

Accounts Receivable

Accounts receivable are recorded as revenue is earned and billed during the period the on-line classes are conducted. The billings are due within 30 days of the billing date. The Company monitors accounts receivable and provides allowances for expected credit losses when considered necessary. Accounts receivable were $0 as of March 31, 2024 and December 31, 2023. No provision for credit losses was deemed necessary at March 31, 2024 or December 31, 2023.

As of March 31, 2024 and 2023, and for the three months then ended, the Company had no customers or revenue.

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 ~~condensed~~ balance sheets.

As of ~~March~~June 3130, 2024 and December 31, 2023, the Company had no lease related agreements.

Intangible Assets

Intangible assets are initially capitalized at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications, and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognized as an expense when incurred. Computer software is subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over their estimated useful lives of five years. The amortization period and amortization method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognized in earnings when the changes arise. The Company incurred amortization expense of $0 and $800 for the six months ended June 30, 2024 and 2023 and $0 and $400 ~~during~~for the three~~-month~~ ~~periods~~months ended ~~March~~June 3130, 2024 and 2023. As of June 30, 2024 and December 31, 2023, the Company’s intangible assets had a net book value of zero.

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 recognized no revenue from licensing fees during each of the three month periods ended March 31, 2024 and 2023, respectively.

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.

Stock compensation expense was zero for each of the three-month periods ended March 31, 2024 and 2023.

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. As of ~~March~~June 3130, 2024 and December 31, 2023, the Company does not ~~believe~~ believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited ~~condensed~~ financial statements.

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.

As of ~~March~~June 3130, 2024 and December 31, 2023, the Company had a convertible note ~~payable~~ outstanding with a related party. ~~that~~For issix ~~convertible~~month periods ended June 30, 2024 and 2023, the note was convertible into 100,000,000 shares of common stock ~~(see Note 3)~~. The dilutive securities have been excluded from loss per share as the inclusion would be anti-dilutive.

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements - Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted this ASU. The adoption did not have an effect on our financial statements as we have no outstanding receivables.

Recent Accounting Pronouncements - Not Yet 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. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements.

~~The~~Recently ~~Company~~Issued ~~considers~~Accounting 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.Pronouncements

Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.

NOTE 3 – RELATED PARTY TRANSACTIONS

Due to ~~Stockholders~~Stockholder

The Trust, controlled by Mr. James Owens, the founder, controlling stockholder, and former chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, the Trust loaned the Company $70,558 and $59,395, respectively, for working capital need with no specific repayment terms. Further, during the six months ended June 30, 2024, Mr. Owens ~~loaned~~provided the Company with consulting services on an as needed basis amounting to $5560,~~558~~000 which increased the due to stockholder amount and are included in general and administrative expenses on the accompanying statements of operations.

~~The~~On ~~unaudited~~June ~~condensed financial statements reflect a “Due to stockholder” liability which was $284~~3,~~232~~ ~~and $228~~2024,~~674~~ asthe Board of ~~March 31~~Directors approved, ~~2024~~ and ~~December~~Mr. ~~31,~~Owens ~~2023~~agreed, ~~respectively,~~to ~~representing~~settle ~~advances~~the ~~that~~agreement ~~remain~~amount due to ~~Mr.~~the ~~Owens~~Trust ~~and~~for ~~another~~working ~~Company director and stockholder,~~capital ~~Mr. Michael Hendrickson. The~~ advances ~~outstanding~~and ~~from~~consulting ~~both~~services ~~parties~~totaling ~~are~~$359,232 ~~pursuant~~with toshares anof ~~oral~~common ~~agreement,~~stock ~~are~~(see ~~non-interest~~below ~~bearing~~for ~~and~~further ~~payable upon demand~~details).

As of June 30, 2024, the balance remaining on the due to stockholder was $0 and $228,674, respectively, which have been reflected as due to stockholder on the accompanying condensed balance sheet.

Convertible Note Payable

On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable ~~(the “Note”)~~ in the amount of $1,101,000 in exchange for 1) ~~the~~ elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) ~~the~~ elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) an amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens ~~subsequently~~may ~~transferred~~convert the note toat any time beginning three days after the ~~Frank~~note ~~Perone~~issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date of September 1, 2024.

On May 15, 2023, the ~~Frank Perone~~ Trust partially converted $101,000 of the ~~Note~~note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion rate of $0.01 per share, in accordance with the Note’s convertible provision. There was no gain or loss related to the partial conversion.

~~The~~On ~~Note~~June ~~bears~~3, ~~interest~~2024 at the ~~rate~~Board of ~~eight~~Directors ~~percent~~approved ~~(8%) per annum. The interest is accrued from the issue date~~ and ~~payable twenty-four months from the issue date.~~ Mr. Owens ~~may~~agreed, ~~convert~~to ~~the~~settle ~~Note~~certain atliabilities ~~any~~owed ~~time~~to ~~beginning three days after~~ the ~~Note~~Trust ~~issue~~with ~~date~~shares ~~at a rate~~ of ~~$0.01 per share for the Company’s~~ common stock. As(see ofbelow ~~March~~for ~~31,~~further ~~2024, $1,000,000 of the Note remains outstanding~~details). ~~Accrued~~Included ~~interest~~in ~~related to~~ this ~~note~~settlement was $6368,~~989~~631 ~~and $43,989 as~~ of ~~March~~accrued ~~31,~~interest ~~2024 and December 31, 2023, respectively, which has been presented~~ on the ~~accompanying unaudited~~convertible ~~condensed~~note ~~balance sheets~~payable. ~~Interest~~The convertible ~~expense~~note ~~was~~payable ~~$20,000~~will ~~and~~continue ~~$22,020~~to ~~for~~be ~~the~~an ~~three~~obligation ~~months~~of ~~ended~~the ~~March~~Company ~~31, 2024~~ and ~~2023,~~will ~~respectively, which~~continue ~~has~~accruing ~~been~~interest ~~presented~~at ~~on the accompanying unaudited condensed statements of operations~~8%.

~~Employment~~Interest ~~Agreements~~expenses were $20,000 and $40,000 for the three and six months ended June 30, 2024, respectively. Interest expense for the three and six months ended June 30,2023, and $14,125 and $36,144, respectively.

On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts as its President and Chief Executive Officer, Harold E. Hutchins, who resigned effective March 4, 2024, as its former Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $350,000 and auto allowances of $12,000 per year for each of the executives. Mr. Owens’ employment agreement was amended on June 3, 2022 reducing his salary to $1 per year with no auto allowance.

As of March 31, 2024 and December 31, 2023, the accrued salaries resulting from these employment agreements were $2,684,952 and $2,538,000, respectively, and the accrued auto allowances were $78,800 and $73,800, respectively, which have been included in accrued salaries and related expenses on the accompanying balance sheets. As of March 31, 2024 and December 31, 2023, the accrued salaries and related expenses also include $309,444 due under an employment agreement that ended in prior year. As of March 31, 2024 and December 31, 2023, payroll taxes in the amount of $78,800 and $73,800, respectively, have also been accrued related to these employment agreements and included in accrued salaries and related expenses on the accompanying. The salaries and related expenses related to these agreements for the three months ended March 31, 2024 and 2023 $163,194 and $194,388, respectively, and have been presented as salaries and related expenses on the accompanying statements of operations. During the three months ended March 31, 2024 and 2023, Mr. Hutchins was paid $0 and $14,000, respectively, of his salary and $0 and $0 in auto allowances, respectively.

~~The~~As ~~employment~~of ~~agreements~~June ~~contain~~30, a2024 ~~termination~~and ~~provision~~December ~~that~~31, ~~states if employment is terminated by the Company~~2023, ~~without cause~~$1,000,000 ~~the employee is entitled to severance pay equal to one year~~ of the ~~employee~~convertible note’s ~~annual~~principal ~~salary~~remains outstanding. IfAs ~~the~~of ~~termination~~June is30, ~~due~~2024 and toDecember ~~a change of control~~31, ~~the~~ ~~employee~~2023 isaccrued ~~entitled~~interest tooutstanding ~~severance~~on ~~pay equal to two years of~~ the ~~employee’s~~convertible ~~salary.~~note ~~See~~payable ~~Note~~was ~~6. The CEO~~$15,358 ~~CFO~~ and ~~Board of Directors do not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore~~$43, ~~have~~989, ~~not accrued any provision for the termination of the employment agreements~~respectively.

Liabilities Settled with Shares of Common Stock

On June 3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $427,863 of outstanding liabilities due to the Trust for working capital advances, consulting services and accrued interest on a convertible note with 42,786,278 shares of common stock. The fair value of the stock was $4,449,773 on the settlement date based on the stock’s market price. Therefore, a loss on extinguishment was recognized of $4,021,910, which has been presented on the accompanying statement of operations as another expense.

Liabilities Assumed by Related Party

On June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. The licenses have no net book value. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and agreed to make a cash payment of $22,871 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.

Advance from Related Party

During the six months ended June 30, 2024, the Company received a $5,000 advance from an entity controlled by the Purchasers disclosed in Note 1. This advance has no specific repayment terms and does not bear interest. As of June 30, 2024, this advance has been presented as advance due related party on the unaudited accompanying balance sheet.

Employment Agreements

On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts its former President and Chief Executive Officer, Harold E. Hutchins its former Chief Financial Officer, and James Owens as its former Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $350,000 and auto allowances of $12,000 per year for each of the executives. Mr. Owens’ employment agreement was amended on June 3, 2022 reducing his salary to $1 per year with no auto allowance. Effective June 14, 2024, Mr. Owens and Mr. Roberts resigned from the Company. Effective March 4, 2024, Mr. Hutchins resigned from the Company.

As of June 30, 2024 and December 31, 2023, the accrued salaries resulting from these employment agreements were $0 and $1,866,000, respectively, and the accrued auto allowances were $0 and $52,200, respectively, and have been included in accrued salaries and related expenses on the accompanying unaudited balance sheets. As of June 30, 2024 and December 31, 2023, payroll taxes in the amount of $0 and $122,230, respectively, have also been accrued related to these employment agreements. There were no accruals for these agreements prior to January 1, 2020. However, as of June 30, 2024 and December 31, 2023, $309,444 was accrued for an employment agreement dating back to 2016.

The salaries and related expenses related to these agreements for the three and six months ended June 30, 2024 were $84,872 and $243,066 , respectively, and $193,470 and $387,857 for the three and six months ended June 30, 2023, respectively, and are included on the accompanying unaudited statements of operations. During the three and six months ended June 30, 2024, Mr. Hutchins was paid $0 and $0, respectively, of his salary and $0 and $0, respectively, in auto allowances. During the three and six months ended June 30, 2023, Mr. Hutchins was paid $10,500 and $24,500, respectively, of his salary and $900 and $2,100, respectively, in auto allowances. The amounts paid to Mr. Hutchins were offset against his employment agreement amounts and therefore not accrued.

The employment agreements contain a termination provision that states if employment is terminated by the Company, without cause, the employee is entitled to severance pay equal to one year of the employee’s annual salary. If the termination is due to a change of control, the employee is entitled to severance pay equal to two years of the employee’s salary. See Note 6. The Company do not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore, have not accrued any provision for the termination of the employment agreements.

License Agreement

On April 21, 2020, the Company entered into a license agreement with Soft Tech Development Corporation (“Soft Tech”) to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of the license agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from ~~the~~ Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. As of ~~March~~June 3130, 2024, no amounts have been paid on the license agreement as the events triggering the license fees have not occurred nor have any net sales of the Licensed Software been generated. See Note 3 for the acquisition of the license agreement by Webnet, a Company owned and controlled by Mr. Owens.

NOTE 45 – STOCKHOLDERS’ DEFICIT

Series A Preferred Stock

On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no conversion rights, no dividends, and no liquidation preference. As of ~~March~~June 3130, 2024 ~~and 2023~~, ~~there~~all ~~were~~ 1,000 authorized Series A Preferred Stock are issued and ~~outstanding~~ outstanding and held by James Owens.

Common Stock

As of ~~March~~June 3130, 2024 and December 31, 2023, the Company had ~~158~~201,~~271~~057,~~000~~278 and ~~139~~158,~~900~~271,000, respectively, issued and outstanding shares of common stock. ~~There~~ ~~were~~On noJune ~~issuances~~13, 2024, the Company issued 42,786,278 shares of common stock ~~during~~to the ~~three~~Trust ~~month~~for ~~periods~~the ~~ended~~settlement ~~March~~of ~~31,~~certain ~~2024~~liabilities outstanding ~~and~~with ~~2023~~the Trust (see Note 3).

14NOTE 6 – COMMITMENTS

NOTE 5 – COMMITMENTS

Executive Employment Agreements

James Owens. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Owens to serve as its Chief Technology Officer. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Owens’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors.

Mr. Owens’ employment agreement was amended on June 3, 2022 reducing his salary to $1 per year with no auto allowance. Effective June 14, 2024, Mr. Owens resigned from the Company.

Don D. Roberts. Prior to February 21, 2020, the Company did not have any written employment agreement or other formal compensation agreement with Mr. Roberts. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Roberts to serve as its Chief Executive Officer. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Roberts’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors. Effective June 14, 2024, Mr. Roberts resigned from the Company as the Chief Executive Officer.

Harold E. Hutchins. Prior to February 21, 2020, the Company did not have any written employment agreement or other formal compensation agreement with Mr. Hutchins. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Hutchins to serve as its Chief Financial Officer. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to employee a one-time payment equal to one year’s salary, two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Hutchins’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors. Effective March 4, 2024, Mr. Hutchins ~~submitted~~resigned ~~his~~as ~~resignation to~~ the Company ~~on February~~’s ~~14,~~Chief ~~2024~~Financial ~~and with an effective date of March 4, 2024~~Officer.

Refer to Note 3 for amounts related to the Owens, Roberts, and Hutchins employment agreements included in the accompanying ~~financial~~unaudited financial statements.

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to March 31, 2024, the Company’s majority shareholder and CEO has provided working capital advances of approximately $15,000. These advances have no repayment terms and are non-interest bearing.

ITEM 2.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited ~~condensed~~ financial statements and the notes to those financial statements that are included elsewhere in this report and in conjunction with the ~~audited~~ audited financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024. Our discussion includes forward-looking statements based upon current expectations that ~~involve~~ involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Statement Regarding Forward-Looking Statements and Business sections in the audited financial ~~statements~~ statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2024~~2023.

Background and Overview

Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two letters of intent with a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G. The Company has been focused in large part on organizational activities and the development of its business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software solution that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020. InOn June 21, 2024, the ~~Company is taking~~license aagreement ~~three-pronged~~was ~~approach~~acquired toby ~~commercialize~~Webnet, ~~its~~a ~~business:~~Company 1)owned ~~sub-license the Gigabyte Slayer~~ and ~~WARP-G~~controlled ~~software;~~by 2)Mr. ~~acquire rights to additional technology; 3) sell the right to sublicense the software~~Owens.

Recent Developments

~~There~~During ~~were~~the noquarter ~~material~~ended ~~developments~~June ~~subsequent~~30, to2024, ~~March~~the ~~31,~~Company ~~2024~~entered upinto toseveral ~~the~~material ~~date~~definitive ofagreements ~~this~~as ~~report.~~summarized below:

~~Plan~~ 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 ~~Operations~~the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust, a Florida trust (the “Seller” or “Trust”), a Trust controlled by Mr. James Owens the Company’s former CEO, founder and controlling 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.

~~Marketing~~ 2) On June 21, 2024, the ~~Products~~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.

~~Management has~~3) ~~decided~~One ~~that~~June 21, 2024, the ~~fastest~~Company ~~way~~entered tointo ~~get~~a ~~the~~material ~~Company’s~~definitive ~~technologies~~agreement towith ~~market~~Webnet isTechnologies toIncorporated ~~not~~(“Webnet”), ~~bear~~a ~~the~~Wyoming ~~burden~~corporation ~~ourselves.~~owned ~~Numerous~~and ~~third parties~~controlled ~~already~~by ~~have~~James Owens, for the ~~requisite~~acquisition ~~infrastructure~~of inlicenses ~~place~~for the use, development and ~~there~~commercialization isof noGigabyte ~~need~~Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to ~~re-build~~accrued ~~those~~salaries ~~elements.~~and ~~Additionally, the~~related ~~third~~expenses ~~parties~~of we$3,317,472 ~~seek~~and toa ~~align~~cash ~~ourselves~~payment ~~with~~of $22,871 ~~are~~which ~~better~~was ~~positioned~~applied to ~~handle~~Webstar’s ~~the~~accounts ~~retail,~~payable ~~business~~at ~~and~~the ~~governmental~~time ~~marketing~~of ~~sectors worldwide~~the same amount. ~~They~~Due ~~will~~to bethe ~~experienced~~related party nature of the transaction, ~~globally~~the ~~well-known~~assumption ~~entities~~of ~~with~~the ~~everything~~liabilities ~~already~~has inbeen ~~place~~recorded ~~for~~as aan ~~quick~~increase ~~launch/utilization~~to ~~of the~~additional ~~Company’s~~paid ~~technology~~in capital of $3,340,341.

~~There are~~4) ~~three~~On ~~main~~June ~~paths~~24, ~~that~~2024, the Company isacquired ~~pursuing: 1) Licensing~~ the ~~technology~~assets toand ~~third~~intellectual ~~parties;~~property 2)associated ~~Selling~~with the ~~technology~~Bear ~~via~~Village, ~~Permanent License~~Inc. tofamily aresort ~~third-party;~~developments 3)from ~~Acquisition~~Thunder ofEnergies ~~the~~Corporation, ~~Company~~an byentity aowned ~~third~~and ~~party~~controlled ~~via~~by athe ~~change~~Purchasers of ~~control of~~ the Company;’s ~~all~~Preferred Stock. As of ~~which~~June ~~would~~30, ~~generate up-front~~2024, ~~and~~no ~~residual~~consideration ~~revenues~~had been provided for ~~the~~these ~~Company~~acquired assets.

~~Gigabyte~~On ~~Slayer~~June ~~Software~~3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $427,863 of outstanding liabilities due to the Trust. Mr. Owens for working capital advances, consulting services and accrued interest on a convertible note with 42,786,278 shares of common stock. The fair value of the stock was $4,449,773 on the settlement date based on the stock’s market price.

~~Gigabyte~~On ~~Slayer~~May is15, a2023, ~~distinct~~the ~~mobile~~Trust ~~application~~partially ~~created~~converted to$101,000 ~~enable~~of ~~users~~the tonote’s ~~transmit~~principal ~~more data over existing data streams to optimize data usage across mobile devices including smartphones~~ and ~~tablets.~~$82,710 ~~The~~of ~~application~~accrued isinterest ~~designed~~into ~~to eliminate video streaming delays and reduce customers’ data plan bandwidth usage from any 3G or 4G LTE cell phone network provider. The application is designed to deliver live video streams~~18, ~~video~~371,000 ~~downloads and large data files more efficiently by using new proprietary data compression technology. This technology significantly~~shares ~~reduces~~of the ~~data~~Company’s ~~package~~common ~~size~~stock ~~and~~at ~~enhances~~ the ~~data~~conversion ~~traffic~~price ~~control~~of ~~between~~$0.01 ~~cell~~in ~~phone~~accordance ~~provider~~with ~~data~~the ~~downloads and uploads to customers~~Note’ ~~mobile~~s ~~devices~~convertible provision.

~~Web~~Results ~~browsers perform various levels~~ of ~~caching~~Operations ~~data,~~for the ~~practice~~three ~~of storing data in~~ and ~~retrieving~~six ~~data~~months ~~from~~ended aJune ~~memory device. Unfortunately~~30, ~~many~~ ~~use~~2024 ~~unsophisticated cache control capabilities. In comparison, Gigabyte Slayer data compression is capable of optimizing the high bandwidth downloads~~ and returns the data to users’ mobile devices. This process is expected to dramatically reduce the data bandwidth needed when watching online videos, playing online games, or simply downloading large data files. The service is targeted to enter the mobile device market by offering application downloads with a monthly service fee. A smartphone and tablet user utilizing the Gigabyte Slayer application is expected to be able to decrease their data usage on their current data plan, at no additional cost, from their cell phone provider. Further, Gigabyte Slayer is designed to eliminate downloads “buffering” currently experienced by many current applications.2023

WARP-G Software

WARP-G is a business to business software solution that companies can use on an enterprise wide basis to transmit more data over existing data streams to optimize their data usage. The software is designed to enable enterprise users to deliver faster data streams, experience shorter download/upload times and increase the volume and speed of the data. The software is designed to create less congestion and increase the speed of packets being delivered more efficiently by using new proprietary data compression technology. This technology is expected to allow the enterprise users to push more data through existing pipelines meeting increasing consumer video demands and other large files.

Results of Operations for the three months ended March 31, 2024 and 2023

Revenue

Revenue was $0 for the ~~two~~ three and six-month periods ended ~~March~~June 3130, 2024 and 2023. ~~Cost~~Gross ofprofit ~~sales~~ was $0 for the three ~~months ended March 31, 2024~~ and ~~2023.~~six ~~Gross profit was $0 for the three~~ months ended ~~March 31~~June 30, 2024 and 2023.

Operating Expenses

Total operating expenses, which are comprised of salaries and related expenses, and general and administrative expenses were $~~204~~158,~~941~~369 and $~~230~~217,~~288~~690 for the three months ended ~~March~~June 3130, 2024 and 2023, respectively. The decrease is primarily attributable to the decrease in salary and related expenses due to the Company’s former CFO resigning effective March 4, 2024 and being replaced by an external ~~CFO~~service provider, offset by a $60,000 consulting fee incurred with Mr. Owens in 2024 that was not incurred in 2023.

~~Interest~~Total ~~Expense~~operating –expenses ~~Related~~which ~~Party~~are comprised of salaries and related expenses, and general and administrative expenses were $363,310 and $447,978 for the six months ended June 30, 2024 and 2023, respectively. The decrease is primarily attributable to the decrease in salary and related expenses due to the Company’s former CFO resigning effective March 4, 2024 and being replaced by an external service provider, offset by a $60,000 consulting fee incurred with Mr. Owens in 2024 that was not incurred in 2023.

Total interest expense - related party was $20,000 and $22,020 for the three months ended March 31, 2024 and 2023, respectively. The decrease is attributable to the decrease in the convertible note payable principal balance held by the Company’s CEO and majority stockholder due to a conversion of $101,000 of principal into shares of common stock that occurred in May 2023.

Net Loss

The net loss was $~~224~~4,~~941~~425,220 and $252,308 for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively. The ~~decrease~~increase in loss is primarily a result of ~~decreases~~settlement inof ~~salaries~~liabilities ~~and~~with a related ~~expenses~~party ~~and~~of ~~interest~~$427,638 ~~expense-related~~through ~~party~~the ~~partially~~issuance ~~offset~~of byshares anof ~~increase~~common instock ~~general~~with a fair value ~~and~~of ~~administrative~~$4,449,773 ~~costs~~which ~~due~~resulted toin ~~external~~a ~~CFO~~loss ~~services~~on extinguishment of $4,021,910.

1716

Liquidity, Going Concern and Uncertainties

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of ~~March~~June 3130, 2024, our working capital deficit amounted to $41,~~596~~006,~~323~~488 an increase of $~~224~~3,~~941~~364,894 as compared to working capital deficit of $4,371,382 as of December 31, 2023. This increase in working capital deficit is primarily a result of the ~~increases~~settlement inof ~~accrued~~liabilities ~~salaries~~through ~~and~~the ~~related~~issuance ~~expenses,~~of ~~accrued~~shares ~~interest,~~of ~~and~~common ~~borrowings~~stock ~~from~~and ~~our~~the ~~majority~~assumption ~~stockholder~~of ~~partially~~liabilities ~~offset~~ by ana ~~increase~~related inparty ~~prepaid~~for ~~expenses~~the ~~and~~transfer ~~decrease~~of incertain ~~accounts~~license ~~payable~~agreements.

Net cash used in operating activities was $5575,~~558~~574 ~~and~~during the six months ended June 30, 2024 compared to $55,493 ~~during~~for the ~~three~~six months ended June ~~March~~30, 312023. The increase in cash used in operating activities was primarily attributable to the increase in net loss of $4,172,912, offset ~~2024~~by ~~and~~noncash ~~2023~~expenses of $4,081,910 ~~respectively~~and an increase in cash flows from operating assets and liabilities of $71,321.

Net cash provided by financing activities was $5575,558 ~~and $59,395~~ during the ~~three~~six months ended ~~March~~June 3130, 2024 ~~and~~compared ~~2023~~to $59,395 ~~respectively~~in the six months ended June 30, 2023. The ~~decrease~~ increase in cash from financing activities was the result of aan ~~decrease~~increase in cash advances received from our controlling stockholder.

The unaudited ~~condensed~~ financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate ~~continuation~~ continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated adequate revenues to enable profitability. Based on the current business plans and the Company’s operating requirements, management believes that the current cash balance will not be sufficient to fund operations for at least the next twelve months following the issuance of these ~~financial~~ financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. 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~~ material adverse effect on the Company.

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.

Since our inception, we have been funded by loans from our controlling shareholder, James Owens. The loans from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens. Mr. Owens has orally agreed not to demand repayment of his loans until such time as we have sufficient capital resources to repay such loans. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. There can be no assurance that additional capital will be available to us. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes that exceed our current working capital will have a severe negative impact on our ability to remain a viable company.

1817

We have incurred significant losses since our inception on March 10, 2015. We had a net loss for the three-month period ended March 31, 2024 of $224,941 and an accumulated deficit as of March 31, 2024 of $43,362,357. In the event we are unable to secure a line of credit from a related company, we will continue to seek sub-license agreements for our Gigabyte Slayer and WARP-G products but delay, scale back or eliminate some or all of our additional business plans until we raise additional capital. Since we have no agreement or arrangements for any future funding from Mr. Owens, we are unable to determine how long we will be able to operate our business. This raises substantial doubt about our ability to continue as a going concern.

Management’s plan is to obtain such resources for our capital needs by obtaining capital from management and significant shareholders sufficient to meet its operating expenses. However, 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.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our unaudited ~~condensed~~ financial statements included herein for the ~~three~~ six-month period ended ~~March~~June 3130, 2024 and in the notes to our annual report 10-K which includes audited financial statements for the years ended December 31, 2023 and 2022. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.

Use of Estimates

The preparation of the unaudited ~~condensed~~ financial statements requires management to make estimates and assumptions that affect the reported ~~amounts~~ amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited ~~condensed~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including ~~those~~ those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our ~~estimates~~ estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly ~~based~~ based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets, and fair value of ~~preferred~~shares ~~stock,~~of ~~and~~common ~~a convertible note with a related party~~stock.

Revenue Recognition

The Company recognized no revenue from licensing fees during each of the three -month periods ended ~~March~~June 3130, 2024 and 2023, respectively.

1918

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 unaudited balance sheets. The Company leased office equipment used to conduct our business. The lease was transferred to a related party on April 1, 2023.

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 used 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 unaudited statements of operations. During the three and six months ended June 30, 2024, the Company recorded $0 and $0, respectively, and $0 and $438, respectively, for the three and six months ended June 30, 2023 as operating lease expense which is included in general and administrative expenses on the unaudited statements of operations. As of June 30, 2024 and December 31, 2023, the unamortized right-of-use assets resulting from the lease were $0 and $0, respectively, and the lease liabilities were $0 and $0, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,” we are not required to provide the information required by Item 3.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (the Company’s principal executive officer and principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the quarter covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, due to the material weaknesses identified in our annual report 10-K.

Changes in Internal Controls over financial reporting

There has been no change in our internal control over financial reporting occurred during the quarter ended ~~March~~June 3130, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.

RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 29, 2024.

2019

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 3.

Defaults Upon Senior Securities.

None.

ITEM 4.

Mine Safety Disclosures.

Not applicable.

ITEM 5.

Other Information.

None.

ITEM 6.

EXHIBITS.

EXHIBIT INDEX

Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer and Principal Financial 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

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2120

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 10, 2024	By:	/s/ Don D. Roberts
Dated: August 19, 2024	By:	/s/ Ricardo H. Haynes
		Don D. Roberts
		Ricardo H. Haynes
		Chief Executive Officer
		(principal executive officer)
Dated: May 10, 2024	By:	/s/ Adrienne M. Anderson
Dated: August 19, 2024	By:	/s/ Adrienne Anderson
		Adrienne M. Anderson
		Adrienne Anderson
		Chief Financial Officer
		(principal financial and accounting officer)

2221

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