UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current Report~~ CURRENT REPORT

Pursuant to Section 13 or 15(d) of

~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~December 317, ~~2026~~2025

~~Webstar~~WEBSTAR TECHNOLOGY ~~Technology Group~~GROUP, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-56268

37-1780261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1100 Peachtree St. NE, Suite 200, Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

404-994-7819

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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

~~Item~~Table ~~1.01~~of ~~Entry into a Material Definitive Agreement~~Contents

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.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	3
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT	4

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.2

~~The~~CAUTIONARY ~~Agreement~~NOTE ~~contemplates~~REGARDING ~~the potential issuance of blockchain~~FORWARD-~~enabled~~LOOKING digital securities representing fractionalized economic participation interests associated with the Forge Atlanta project. The Agreement prohibits marketing or communications that guarantee returns, liquidity, or regulatory approval and establishes compliance enforcement and investor eligibility verification requirements.STATEMENTS

~~Corporate~~This ~~Participation~~Current ~~Model~~Report ~~Context~~contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The ~~Company~~forward-looking ~~operates~~statements ~~under~~are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a ~~Corporate~~number ~~Participation~~of ~~Model~~risks ~~through~~and uncertainties and other influences, many of which itwe ~~seeks~~have tono ~~create~~control ~~long-term~~over. ~~shareholder~~Actual ~~value~~results and the timing of certain events and circumstances may differ materially from those described by ~~participating~~the forward-looking statements as a result of inthese ~~real~~risks ~~asset~~and ~~development~~uncertainties. ~~opportunities~~Factors ~~through~~that ~~affiliated~~may ~~entities~~influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, ~~joint~~without ~~ventures~~limitation, our inability to obtain adequate financing, the significant length of time associated with drug development and ~~project-specific~~related ~~participation~~insufficient ~~structures.~~cash ~~Under~~flows and resulting illiquidity, ~~this~~our ~~model~~inability to expand our business, significant government regulation of pharmaceuticals and the ~~Company~~healthcare ~~focuses~~industry, onlack ~~strategic~~of ~~oversight~~product diversification, ~~capital~~volatility ~~structuring~~in the price of our raw materials, ~~regulatory~~existing ~~governance~~or increased competition, results of arbitration and ~~technology~~litigation, stock ~~integration~~volatility and illiquidity, ~~while~~and our failure to implement our business plans or strategies. A description of some of the risks and ~~licensed~~uncertainties ~~third~~that could cause our actual results to differ materially from those described by the forward-~~party~~looking ~~development~~statements ~~partners~~in ~~and~~this Report ~~specialized~~appears ~~service~~in ~~providers~~the ~~execute~~section ~~construction,~~captioned ~~development,~~“Risk Factors” and ~~infrastructure~~elsewhere ~~operations~~in this Report.

~~The~~Readers ~~Company~~are ~~does~~cautioned not ~~directly~~to ~~operate~~place ~~digital~~undue ~~asset~~reliance ~~exchanges~~on orforward-looking ~~issue~~statements ~~digital~~because ~~securities~~of ~~through~~ the ~~parent~~risks ~~corporate~~and ~~entity~~uncertainties ~~but~~related ~~may~~to ~~support affiliated~~them ~~project~~and ~~entities~~to the ~~that~~risk ~~engage~~factors. inWe ~~such~~disclaim ~~activities~~any inobligation ~~compliance~~to ~~with~~update ~~applicable~~the ~~securities~~forward-looking ~~regulations.~~statements ~~The~~contained ~~Agreement~~in ~~with Torch is consistent with~~ this ~~participation~~Report ~~structure~~to ~~and~~reflect ~~reflects~~any ~~the~~new ~~Company’s~~information or ~~strategy~~future ofevents ~~utilizing~~or ~~technology~~circumstances ~~infrastructure~~or ~~providers to support affiliated development projects~~otherwise.

~~OTC~~Readers ~~Markets~~should ~~Disclosure~~read ~~Considerations~~this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto, and other documents which we may file from time to time with the SEC.

The Company is committed to maintaining transparent and accurate disclosure for investors and stakeholders in accordance with OTC Markets disclosure guidelines. The Company cautions investors that the Exchange Licensing Agreement represents an infrastructure and technology services arrangement and does not constitute an offering of securities by the Company. Any potential digital securities offerings contemplated under the Agreement would be conducted by affiliated Issuer Entities and would be subject to applicable registration requirements or valid exemptions from registration.3

~~The~~Item ~~Company~~4.01 ~~does~~Changes ~~not~~in ~~guarantee~~Registrants ~~the~~Certifying timing, approval, or completion of any potential tokenization initiatives, development milestones, capital formation activities, or secondary trading functionality that may be associated with the Forge Atlanta project.Accountant

~~Forward-Looking~~(a) ~~Statements~~Previous Independent Registered Public Accounting Firm

~~This~~The ~~Current~~previously ~~Report~~engaged onindependent ~~Form~~registered ~~8-K~~public ~~contains~~accounting ~~forward-looking~~firm ~~statements within~~ (the ~~meaning~~“Former ofAuditor”) for the ~~Private~~Company ~~Securities~~did ~~Litigation~~not ~~Reform Act of~~complete ~~1995.~~its ~~Forward-looking~~audit ~~statements~~procedures ~~include~~for ~~statements~~the ~~regarding~~fiscal ~~potential~~year ~~tokenization~~ended ~~initiatives,~~December ~~development timelines~~31, ~~capital~~2025 ~~formation strategies, technology integration,~~ and ~~anticipated~~did ~~business~~not ~~opportunities.~~issue ~~These~~an ~~statements~~audit ~~are~~report ~~subject~~or toopinion ~~risks~~on and uncertainties that could cause actual results to differ materially from those projected, including regulatory developments, capital market conditions, project execution risks, technological implementation risks, and other factors described in the Company’s ~~filings with the Securities and~~ ~~Exchange~~financial ~~Commission. The Company undertakes no obligation to update forward-looking~~ statements ~~except~~for assuch ~~required by law~~period.

~~Item~~The ~~9.01~~Company ~~Financial~~and ~~Statements~~the ~~and~~Former ~~Exhibits~~Auditor mutually agreed to discontinue the audit engagement prior to the issuance of an audit report.

Exhibit 10.1		Exchange Licensing Agreement, dated February 3, 2026, by and between Forge Atlanta Asset Management, LLC and Torch, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

During the period of engagement, there were discussions and differences in interpretation regarding the application of certain accounting principles, financial statement presentation, and audit procedures, including matters related to the classification, timing, and supporting documentation of certain obligations. These matters were not resolved to the satisfaction of the Former Auditor prior to the discontinuation of the engagement.

The Company has provided all requested documentation and continues to cooperate fully with audit requirements.

The Company has provided the Former Auditor with a copy of the disclosures contained in this Form 8-K and has requested that the Former Auditor furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein.

(b) New Independent Registered Public Accounting Firm

During the first quarter of 2026, the Company engaged Victor Mokuolu, CPA PLLC as its new independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2025.

As outlined in the audit engagement letter, the new auditor will conduct its audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and is expected to issue an audit report upon completion of its procedures.

During the Company’s two most recent fiscal years and the subsequent interim period through the date of engagement, neither the Company nor anyone acting on its behalf consulted with the newly engaged auditor regarding:

	●	The application of accounting principles to a specific completed or contemplated transaction, or
	●	The type of audit opinion that might be rendered on the Company’s financial statements

The Company intends to file an amendment to its Annual Report on Form 10-K (Form 10-K/A) upon completion of the audit by its newly engaged independent registered public accounting firm.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Webstar Technology Group, Inc.
Dated: February 9, 2025	By:	/s/ Ricardo Haynes
Dated: April 16, 2026	By:	/s/ Ricardo Haynes
	Name:	Ricardo Haynes
	Title:	Chief Executive Officer

Filing Compare · Webstar Technology Group Inc.