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 quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from ___________ to ___________

Webstar Technology Group, Inc.

(Name of Registrant As Specified In Its Charter)

Wyoming

000-56268

37-1780261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1100 Peachtree St. NE, Suite 200 Atlanta, Georgia 30309		32095
1100 Peachtree St NE Suite 200, Atlanta, GA		30309
(Address of principal executive offices)		(Zip Code)

(~~904~~404) ~~312~~994-~~9681~~7819

(Registrant’s telephone number, including area code)

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value		WBSR		OTCPINK

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

~~None~~Common Stock, $0.0001 par value

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~~As byof ~~check~~July ~~mark~~10, ~~whether~~2025, ~~the~~there ~~registrant~~were ~~has~~404,228,842 ~~filed~~shares aof ~~report~~common onstock, ~~and~~par ~~attestation~~value to$0.0001 ~~its~~per ~~management’s~~share ~~assessment~~and of1,000 ~~the~~shares ~~effectiveness~~ of ~~its~~Series ~~internal~~A ~~control~~Preferred ~~over~~Stock, $0.0001 ~~financial~~par ~~reporting~~value ~~under~~per ~~Section~~share ~~404(b)~~ of the ~~Sarbanes-Oxley~~registrant ~~Act (15 U~~outstanding.~~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 November 15, 2024, there were 402,114,556 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
Heading		Page
ITEM 1	FINANCIAL STATEMENTS	4
PART I – FINANCIAL INFORMATION		4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
Item 1.	Financial Statements	4
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
	Unaudited Condensed Balance Sheets as of March 31, 2025 and December 31, 2024	4
ITEM 4	CONTROLS AND PROCEDURES	19
	Unaudited Condensed Statements of Operations for the Three months ended March 31, 2025 and 2024	5
PART II		19
	Unaudited Condensed Statements of Stockholders’ Deficit for the Three months ended March 31, 2025 and 2024	6
ITEM 1	LEGAL PROCEEDINGS	19
	Unaudited Condensed Statements of Cash Flows for the Three months ended March 31, 2025 and 2024	7
ITEM 1A	RISK FACTORS	19
	Notes to the Unaudited Condensed Financial Statements	8
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
ITEM 4	MINE SAFETY DISCLOSURE	20
Item 4.	Controls and Procedures	27
ITEM 5	OTHER INFORMATION	20
PART II – OTHER INFORMATION
ITEM 6	EXHIBITS	20
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosure	28
Item 5.	Other Information	29
Item 6.	Exhibits	29
SIGNATURES		32

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~~potential ~~business~~acquisition ~~and~~or ~~financial~~merger ~~performance~~targets; orbusiness ~~conditions,~~strategies; ~~anticipated~~future ~~sales~~cash ~~growth~~flows; ~~across~~financing ~~markets,~~plans; ~~distribution channels~~plans and objectives ~~product~~of ~~categories,~~management; ~~competition~~any ~~from~~other ~~larger,~~statements ~~more~~regarding ~~established~~future ~~companies with greater economic resources than we have~~acquisitions, ~~expenses and~~future ~~gross~~cash ~~margins~~needs, ~~profits~~future ~~or losses~~operations, ~~new~~business ~~product~~plans ~~introductions, financing~~ and future ~~working~~financial ~~capital requirements and resources~~results, ~~control by our principal equity holders~~ and ~~the~~any other ~~factors~~statements ~~set~~that ~~forth~~are ~~under~~not ~~“Risk~~historical ~~Factors” in our Annual Report on Form 10-K filed with the SEC on March 29, 2024~~facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

~~PART~~Webstar ITechnology –Group, ~~FINANCIAL INFORMATION~~Inc.

~~ITEM~~Unaudited Condensed 1.Balance ~~FINANCIAL STATEMENTS.~~Sheets

Contents

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash	$	259		$	20
Prepaid expenses		15,099			20,349
Total current assets		15,358			20,369
Total assets	$	15,358		$	20,369

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable	$	-		$	5,029
Accrued interest – related party		75,358			55,358
Short term loans payable		49,800			-
Advance from related party		14,998			41,218
Convertible note payable – related party		1,000,000			1,000,000
Other current liabilities		9,816			-
Total current liabilities		1,149,972			1,101,605

Commitments (Note 8)		-			-

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, 2025 and December 31, 2024		-			-
Common stock, $0.0001 par value; Authorized 500,000,000 shares; 400,228,842 and 402,114,556 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		40,023			40,212
Additional paid-in-capital		46,524,125			46,515,936
Accumulated deficit		(47,698,762	)		(47,637,384	)
Total stockholders’ deficit		(1,134,614	)		(1,081,236	)

Total liabilities and stockholders’ deficit	$	15,358		$	20,369

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

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

Webstar Technology Group, Inc.

~~Balance~~Unaudited ~~Sheets~~Condensed Statements of Operations

	September 30, 2024 (Unaudited)			December 31, 2023
	2025			2024
ASSETS
	For the Three Months Ended March 31,
Current assets
	2025			2024
Cash	$	154		$	170
Revenue	$	-		$	-
Prepaid expenses		7,061			498
Cost of sales		-			-
Total current assets	$	7,215		$	668
Gross profit		-			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Operating expenses
Current liabilities
Salaries and related expenses		-			158,194
Accounts payable		3,022			24,981
General and administrative		41,378			46,747
Accrued salaries and related expenses		-			3,074,406
Total operating expenses		41,378			204,941
Accrued interest – related party		35,366			43,989
Operating loss		(41,378	)		(204,941	)
Advance from related party		16,893			-
Other expense
Due to stockholder		-			228,674
Interest expense – related party		(20,000	)		(20,000	)
Convertible note payable – related party		1,000,000			1,000,000
Total other expense		(20,000	)		(20,000	)
Total current liabilities		1,055,281			4,372,050
Net loss before income taxes		(61,378	)		(224,941	)
Commitments and contingences (Note 6)		-			-
Income tax expense		-			-
Stockholders’ deficit
Net loss	$	(61,378	)	$	(224,941	)
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of September 30, 2024 and December 31, 2023		-			-
Net loss per share-basic and diluted	$	(0.00	)	$	(0.00	)
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 201,060,000 and 158,271,000 issued and outstanding as of September 30, 2024 and December 31, 2023		20,106			15,827
Weighted average shares outstanding – basic and diluted		401,652,233			158,271,000
Additional paid-in-capital		46,536,042			38,750,207
Accumulated deficit		(47,604,214	)		(43,137,416	)
Total stockholders’ deficit		(1,048,066	)		(4,371,382	)
Total liabilities and stockholders’ deficit	$	7,215		$	668

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

Webstar Technology Group, Inc.

~~Statements~~Unaudited Condensed Statements of ~~Operations~~Stockholders’ Deficit

(Unaudited)

	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
	Preferred Stock				Common Stock						Additional Paid-in-		Accumulated			Total 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	)

Balance at December 31, 2024		1,000		-		402,114,556			40,212			46,515,936		(47,637,384	)		(1,081,236	)
Balance		1,000		-		402,114,556			40,212			46,515,936		(47,637,384	)		(1,081,236	)
Cancellation of common stock		-		-		(2,000,000	)		(200	)		200		-			-
Conversion of convertible notes payable to common stock		-		-		114,286			11			7,989		-			8,000
Net Loss		-		-										(61,378	)		(61,378	)
Balance at March 31, 2025		1,000	$	-		400,228,842		$	40,023		$	46,524,125	$	(47,698,762	)	$	(1,134,614	)
Balance		1,000	$	-		400,228,842		$	40,023		$	46,524,125	$	(47,698,762	)	$	(1,134,614	)

	2024			2023			2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
Salaries and related expenses		-			183,537			243,066			571,394
General and administrative		21,578			15,864			141,822			75,985
Total operating expenses		21,578			199,401			384,888			647,379
Operating loss		(21,578	)		(199,401	)		(384,888	)		(647,379	)
Other expense
Loss on extinguishment of debt with a related party		-			-			(4,021,910	)		-
Interest expense – related party		(20,000	)		(20,000	)		(60,000	)		(56,145	)
Total other expense		(20,000	)		(20,000	)		(4,081,910	)		(56,145	)
Net loss before taxes		(41,578	)		(219,401	)		(4,466,798	)		(703,524	)
Income tax expense		-			-			-			-
Net loss	$	(41,578	)	$	(219,401	)	$	(4,466,798	)	$	(703,524	)
Net loss per share-basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.00	)
Weighted average shares outstanding - basic		201,057,278			158,271,000			174,654,394			149,388,319

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

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

Webstar Technology Group, Inc.

~~Statements~~Unaudited Condensed Statements of ~~Stockholders’~~Cash ~~Deficit~~Flows

For the Three and Nine Months Ended September 30, 2024 and 2023

	2025			2024
	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(61,378	)	$	(224,941	)
Adjustments to reconcile net loss to cash used in operating activities
Expenses paid on behalf of company - related party		-			53,448
Change in assets and liabilities					-
Prepaid expenses		5,250			(11,701	)
Accounts payable		(5,029	)		(2,110	)
Accrued salaries and related expenses		-			163,194
Accrued interest – related party		20,000			20,000
Other current liabilities		9,816			-
Net cash used in operating activities		(31,341	)		(2,110	)

Cash flows from financing activities
Proceeds from convertible notes payable		8,000			-
Proceeds from short term loans payable		49,800			-
Advances from stockholders		-			2,110
Repayments against advances from related parties		(26,220	)		-
Net cash provided by financing activities		31,580			2,110

Net increase in cash		239			-
Cash at beginning of the year		20			170
Cash at end of the year	$	259		$	170

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Schedule of non-cash financing activities
Conversion of convertible notes payable to common stock	$	8,000		$	-
Cancellation of common stock	$	200		$	-

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

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
									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		-		-		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	)
Net loss		-		-		-		-		-		(41,578	)		(41,578	)
Balance at September 30, 2024		1,000		-		201,057,278	$	20,106	$	46,536,042	$	(47,604,214	)	$	(1,048,066	)

									Additional					Total
	Preferred Stock				Common Stock				Paid-in-		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2022		1,000	$	-		13,990,000	$	13,990	$	38,568,334	$	(42,222,616	)	$	(3,640,292	)
Net loss		-		-		-		-		-		-252308			(252,308	)
Balance at March 31, 2023		1,000		-		13,990,000		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		-			183,710
Net loss		-		-								-231815			(231,815	)
Balance at June 30, 2023		1,000		-		32,361,000		15,827		38,750,207		(42,706,739	)		(3,940,705	)
Balance		1,000		-		32,361,000		15,827		38,750,207		(42,706,739	)		(3,940,705	)
Net loss		-		-		-		-		-		-219401			(219,401	)
Balance at September 30, 2023		1,000		-		32,361,000	$	15,827	$	38,750,207	$	(42,926,140	)	$	(4,160,106	)
Balance		1,000		-		32,361,000	$	15,827	$	38,750,207	$	(42,926,140	)	$	(4,160,106	)

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

Webstar Technology Group, Inc.

Statements of Cash Flows

(Unaudited)

	2024			2023
	September 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(4,466,798	)	$	(703,524	)
Adjustments to reconcile net loss to cash used in operating activities		-
Loss on settlement of liabilities with shares of common stock - related party		4,021,910			-
Amortization expense		-			1,200
Consulting services added to due to stockholder		60,000			-
Change in assets and liabilities
Prepaid expenses		(6,563	)		(5,247	)
Accounts payable		910			(17,953	)
Accrued salaries and related expenses		243,066			540,994
Accrued interest		60,000			56,144
Lease liability		-			(42	)
Net cash used in operating activities		(87,475	)		(128,428	)
Cash flows from financing activities
Advances from stockholder		70,566			128,420
Advance from related party		16,893			-
Net cash provided by financing activities		87,459			128,420
Net increase in cash		(16	)		(8	)
Cash at beginning of the period		170			178
Cash at end of the period	$	154		$	170
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash operating and financing activities
Conversion of notes payable into common stock	$	-		$	183,710
Accrued salaries and related expenses assumed by related party	$	3,317,472		$	-
Liabilities settled with shares of common stock	$	427,863		$	-

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

WEBSTAR TECHNOLOGY GROUP, INC.

~~CONDENSED~~ NOTES TO UNAUDITED 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~~previously established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G. 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.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the Company entered into several material definitive agreements as summarized below:

1) On June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust (“Trust”), a Florida trust (the “Seller”), a Trust controlled by Mr. James Owens the Company’s former CEO, founder and majority stockholder. The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing. As of the date of this filing, the remaining $325,000 had not been remitted to Mr. Owens by the Purchasers. 2) On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis. 3) One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341. 4) On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement (see Note 63).

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~~President, ~~Officer~~CEO - Mr. Ricardo Haynes

Independent Director – Ms. Marilyn Karpoff

Independent Director – Mr. Gordon Clinkscale

~~President~~Chairman – Mr. Eric Collins

Interim Chief Financial Officer (CFO) – Ms. Adrienne Anderson (1)

Secretary – Mr. Donald R. Keer

Chief Operating Officer – Mr. Lance Lehr

⁽¹⁾	Ms. Anderson submitted her resignation as interim CFO on February 19, 2025.

Since execution of the above material definitive agreements, the Company is currently an early-stage specialty real estate development company devoted to the identification, partnership and development of specialty real estate projects in the United States with a focus on multitenant buildings that can be upgraded to green/energy efficient status and entertainment and resort real estate development.

The Company will operate under the brand name “Webstar Technology Group” with the consideration given to future name changes due to a diversification of operations outside of the former business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~unaudited~~ financial statements ~~are~~have been prepared in accordance with ~~Rule~~accounting ~~8-01~~principles ~~of Regulation S-X of the Securities Exchange 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.~~include However, the Company believes that the disclosures included in these unaudited financial statements are adequate to make the information presented not misleading. The unaudited 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 athe fair presentation ~~in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2024 are not necessarily indicative~~ of the ~~results that the~~ Company’s ~~will have for any subsequent period or for the calendar year ending December 31, 2024. These unaudited~~ financial ~~statements should be read in conjunction~~position ~~with the audited financial statements~~ and ~~the~~results ~~notes~~of tooperations ~~those statements~~ for the ~~year~~periods ~~ended December 31, 2023 which was filed with the SEC on March 29, 2024~~presented.

The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements.

Liquidity, Going Concern and Uncertainties

These ~~unaudited~~ financial statements have been prepared in conformity with US GAAP, which ~~contemplate~~contemplates ~~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 of ~~September~~March 3031, ~~2024~~2025, the Company had an accumulated deficit ~~and~~of $47,698,762, had a working capital deficit of $471,~~604~~134,~~214~~614 ~~and~~at $1March 31,~~048~~ 2025,~~066,~~ ~~respectively.~~had net losses ~~Further~~of $61,378 and $224,941 for the ~~nine~~three months ended ~~September~~March 3031, 2025 and 2024, ~~the~~respectively, ~~Company~~and ~~incurred~~net acash ~~net~~used ~~loss~~in operating activities of $31,341 and $42,~~466~~110 for the three months ended March 31,~~798~~ 2025 and ~~used~~2024, ~~cash~~respectively, inwith ~~operations~~no revenue earned since inception, and a lack of ~~$87~~operational history. Based on the current business plans and the Company’s operating requirements,~~475~~ management believes that the existing cash at March 31, 2025 will not be sufficient to fund operations for at least the next twelve months following the issuance ~~respectively~~of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

~~Based~~The Company’s continued operations will depend on ~~the~~its ~~current~~ability ~~business~~to ~~plans~~raise additional capital through various potential sources, such as future equity offerings and/or ~~the~~debt ~~Company’s~~financings, ~~operating~~strategic ~~requirements~~relationships, ~~management~~and ~~believes~~to ~~that~~successfully ~~the~~execute ~~existing~~its ~~cash~~business atplans. ~~September~~The Company ~~30,~~has ~~2024~~relied ~~will~~upon ~~not~~advances befrom ~~sufficient~~its former Chairman and former majority stockholder, Mr. James Owens, to fund operations ~~for~~since atinception. Management ~~least~~is ~~the~~actively ~~next~~pursuing ~~twelve~~financing ~~months~~but ~~following~~can ~~the~~provide ~~issuance~~no ofassurances ~~these~~that ~~financial~~such ~~statements. These~~financing ~~factors~~will ~~raise~~be ~~substantial~~available ~~doubt~~on ~~regarding~~acceptable terms, or at all. Without this funding, the Company’s ~~ability~~could be required to ~~continue~~delay, asscale back or eliminate some or all of its business plans which would likely have a ~~going~~material ~~concern~~adverse effect on the Company.

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. The Company has relied upon advances from related parties 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 its business plans which would likely have a material adverse effect on the Company.9

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

Use of Estimates

The preparation of the ~~unaudited~~ financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of ~~our~~ the Company’s estimates, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets and the fair value of stock issued to settle liabilities.

Fair Value ~~of Financial Instruments and Fair Value~~ Measurements

~~The~~Financial ~~carrying~~Accounting ~~amounts~~Standards ~~reported~~Board in(“FASB”) ~~the~~Accounting ~~balance~~Standards ~~sheets~~Codification ~~for~~(“ASC”) ~~cash,~~Topic ~~accounts receivable~~820, ~~accounts~~Fair ~~payable,~~Value ~~accrued~~Measurement (“ASC ~~expenses~~820”), ~~and~~requires ~~due~~companies to ~~stockholder approximate~~determine ~~their~~ fair ~~market~~ value based on the ~~short-term~~price ~~maturity~~that ofwould ~~these~~be ~~instruments.~~received ~~The~~to ~~Company~~sell ~~did~~the ~~not~~asset ~~have~~or ~~any non-financial~~paid ~~assets~~to ortransfer ~~liabilities~~the ~~that~~liability ~~are~~to ~~measured~~a atmarket ~~fair~~participant. ~~value~~ASC on820 aemphasizes ~~recurring~~that ~~basis~~fair asvalue ofis ~~September~~a 30market-based measurement, ~~2024~~not ~~and~~an ~~December 31, 2023~~entity-specific measurement.

The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

	●	Level 1: Quoted market prices in active markets for identical assets or liabilities.

	●	Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

	●	Level 3: Unobservable inputs that are not corroborated by market data.

The carrying amounts reported in the balance sheet for cash, accounts payable, accrued expenses, and due to stockholder approximate their fair value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024. There have been no transfers between levels.

Cash

The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. ~~There~~The ~~are~~Company nohad cash ~~equivalents~~on hand of $259 and $20 at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. The Company maintains its cash in banks ~~bank~~ and financial institutions that at times may exceed federally insured (FDIC) limits. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company did not have any cash balances in excess of FDIC limits nor has the Company experienced any losses in such accounts through ~~September 30~~March 31, ~~2024~~2025.

Leases

The Company accounts for leases under ASU 2016-02. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the balance sheets.

Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the ~~unaudited~~ statements of operations.

~~As of September 30, 2024 and December 31, 2023, the Company had no lease-related agreements.~~10

~~Intangible~~At ~~Assets~~March 31, 2025 and December 31, 2024, the Company has no leased 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 $1,200 for the nine months ended September 30, 2024 and 2023 and $0 and $400 for the three months ended September 30, 2024 and 2023. As of September 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 intends to generate revenue through the following activities:

	●	individual and corporate membership sales,
	●	fractional ownership and timeshare sales,
	●	food and beverage sales,
	●	coaching and instruction services,
	●	suite rentals,
	●	retail sales,
	●	sponsorships, advertising and naming rights, and
	●	contest and qualifier fees and ticket purchases.

The Company had no revenues during the three months ended March 31, 2025 and 2024.

Stock Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company did not grant any stock options.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. AsAt ofMarch ~~September 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying ~~unaudited~~ 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.

AsAt ofMarch ~~September 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company ~~has~~had a convertible note payable outstanding with a related party. For ~~nine~~the ~~month~~three ~~periods~~months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the note ~~principal~~ 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.

Debt

The Company issues debt that may have separate warrants, conversion features, or equity-linked attributes.

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature.

Derivative Financial Instruments

The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. There were no derivative financial instruments as of March 31, 2025 and December 31, 2024 and no charges or credits to income for the three months ended March 31, 2025 and 2024.

Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized debt issue costs and debt discount are presented net of the related debt on the unaudited condensed balance sheets.

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the financial statements.

Recently Issued Accounting Pronouncements –Adopted

~~Changes~~In toDecember ~~accounting~~2023 ~~principles~~FASB ~~are~~issued ~~established~~Accounting byStandards ~~the~~Update ~~Financial~~(ASU) ~~Accounting~~2023-09, ~~Standards~~Income ~~Board~~Taxes in(Topic ~~the~~740): ~~form~~Improvements ofto ~~Accounting~~Income ~~Standards~~Tax ~~Updates~~ Disclosures (ASU~~’s”~~ 2023-09) to. ~~the~~The ~~FASB’s~~ASU ~~Codification.~~focuses Weon ~~consider~~income ~~the~~tax ~~applicability~~disclosures around effective tax rates and ~~impact~~cash ofincome ~~all~~taxes paid. ASU’s on2023-09 ~~our~~requires public ~~consolidated~~business ~~financial~~entities ~~position~~to disclose, ~~results~~ ofon ~~operations,~~an ~~stockholders’~~annual ~~deficit~~basis, ~~cash~~a ~~flows,~~rate orreconciliation ~~presentation~~presented ~~thereof~~in both dollars and percentages. ~~Management~~The ~~has~~guidance requires ~~evaluated~~the ~~all~~rate ~~recent~~reconciliation ~~accounting~~to include specific categories and provides further guidance on disaggregation of those categories based ~~pronouncements~~on asa ~~issued~~quantitative bythreshold ~~the~~equal ~~FASB~~to in5% ~~the~~or ~~form~~more of ~~Accounting~~the ~~Standards~~amount ~~Updates~~determined by multiplying pretax income (~~“ASU”~~loss) ~~through~~from continuing operations by the ~~date~~applicable ~~these~~statutory ~~financial statements~~rate. ~~were~~For ~~available~~entities reconciling to bethe ~~issued~~US ~~and~~statutory ~~found~~rate noof ~~recent~~21%, ~~accounting~~this ~~pronouncements~~would ~~issued,~~generally ~~but~~require ~~not~~disclosing ~~yet~~any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective ~~accounting~~for ~~pronouncements,~~public business entities for annual periods beginning ~~when~~after ~~adopted~~Dec. 15, ~~will~~2024 ~~have~~(generally, acalendar ~~material~~year ~~impact~~2025) and effective for all other business entities one year later. Entities should adopt this guidance on ~~the~~a ~~financial~~prospective ~~statements~~basis, though retrospective application is permitted. The adoption of ASU 2023-09 did not have an impact on the Company’s financial statements.

In November 2023 the FASB issued ASU 2023-07 (ASU 2023-07), Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:

	●	significant to the segment,
	●	regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and
	●	included in the reported measure of segment profit or loss.

The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 did not have an impact on the Company’s financial statements since it operates in one reportable segment and has yet to generate revenues.

The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

NOTE 3 – RELATED PARTY TRANSACTIONS

~~Due~~Asset toPurchase ~~Stockholder~~Agreement

~~The~~On ~~Trust~~October 1, ~~controlled~~2024, bythe ~~Mr.~~Company ~~James~~acquired ~~Owens,~~all of the ~~founder,~~intellectual ~~controlling~~property ~~stockholder~~of Bear Village, ~~and~~Inc. ~~former~~(“Bear ~~chairman~~Village”) ofin ~~the~~exchange for ~~board~~201,057,278 offrom ~~directors~~Thunder ofEnergies ~~the~~Corporation ~~Company~~(“TEC”)., ~~advances~~ ~~the~~an ~~Company~~entity ~~money~~controlled asby ~~needed~~the ~~for~~Purchasers ~~working~~discussed ~~capital~~in ~~needs~~Note 1. ~~During~~ Since the ~~nine~~Company ~~months~~shares ~~ended~~common ~~September~~ownership 30with TEC, ~~2024~~the ~~and~~Company ~~2023,~~treated ~~the~~this ~~Trust~~transaction ~~loaned the~~in ~~Company~~accordance ~~$70,566~~with ASC 805-50-30-5 and ~~$128,420,~~has ~~respectively,~~recognized the ~~for~~purchased ~~working~~intellectual ~~capital~~property ~~need~~at ~~with~~the nocarrying ~~specific~~value ~~repayment~~recognized ~~terms.~~by ~~Further~~TEC $0, ~~during~~resulting in the ~~nine~~Company ~~months ended~~recognizing ~~September 30~~$20,106 ~~2024,~~as ~~Mr.~~a ~~Owens~~reduction of ~~provided~~additional ~~the~~paid-in ~~Company~~capital ~~with~~for ~~consulting~~the ~~services~~par onvalue anof asthe ~~needed~~common ~~basis~~stock ~~amounting~~issued to ~~$60,000~~the ~~which~~Purchasers ~~increased~~ in the ~~due~~transaction. toOn ~~stockholder~~March ~~amount~~6, ~~and~~2025, ~~are~~the Company ~~included~~cancelled in2,000,000 ~~general~~shares ~~and~~of ~~administrative~~the ~~expenses~~Company’s oncommon ~~the~~stock ~~accompanying~~in ~~statements~~conjunction ofwith ~~operations~~the Asset Purchase Agreement.

On June 3, 2024, the Board of Directors approved, and Mr. Owens agreed, to settle the agreement amount due to the Trust for working capital advances and consulting services totaling $359,232 with shares of common stock (see below for further details).

As of September 30, 2024, and December 31, 2023 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 “Issue Date”), the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable (the “Note”) in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The Note accrues interest from the Issue Date and payable twenty-four months from the Issue Date. Mr. Owens may convert the Note and accrued interest at any time beginning three days after the Note Issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date to September 1, 2024. On September 1, 2024 the Note matured and was not repaid. The Note continues to accrue interest at 8% and is due on demand.

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

On June 3, 2024 the Board of Directors approved and Mr. Owens agreed to settle certain liabilities owed to the Trust with shares of common stock (see below for further details). Included in this settlement was $68,631 of accrued interest on the Note. The Note will continue to be an obligation of the Company and will continue accruing interest at 8% and is now due on demand.

Interest expenses were $20,000 and $60,000 for the three and nine months ended September 30, 2024, respectively. Interest expense for the three and nine months ended September 30, 2023, and $20,000 and $56,145, respectively.

AsAdvances offrom ~~September~~Related 30, 2024 and December 31, 2023, $1,000,000 of the Note’s principal remains outstanding. As of September 30, 2024 and December 31, 2023 accrued interest outstanding on the Note was $35,366 and $43,989, respectively.Party

During the three months ended March 31, 2025 and 2024, the Company received no working capital advances and made repayments of $26,220 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance owed of $14,998 and $41,218 at March 31, 2025 and December 31, 2024, respectively, and these advances have been presented as advance from related party on the accompanying balance sheets.

Due to Stockholders

The Trust, controlled by Mr. James Owens, the founder, stockholder, and former chairman of the board of directors of the Company, advanced the Company money as needed for working capital needs. During the three months ended March 31, 2025 and 2024, the Trust loaned the Company for working capital needs of $0 and $2,110, paid expenses on behalf of the Company of $0 and $53,448, and had no repayments, respectively. These advances have no specific repayment terms and do not bear interest.

On June 3, 2024, the Board of Directors approved, and Mr. Owens agreed, to settle the agreement amount due to the Trust for working capital advances and consulting services totaling $359,240 with shares of common stock (see below for further details).

At March 31, 2025 and December 31, 2024, the balance remaining on the due to stockholder was $0 and $0, respectively, which has been reflected as due to stockholder on the accompanying condensed balance sheet.

Convertible Note Payable

On June 3, 2022 (the “Issue Date”), the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable (the “Note”) in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The Note bears interest at the rate of eight percent (8%) per annum. The Note accrues interest from the Issue Date and is payable twenty-four months from the Issue Date. Mr. Owens may convert the Note and accrued interest at any time beginning three days after the Issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date to September 1, 2024, at which time, the Note became due on demand if not repaid. As of the date of this filing, the Note has not been repaid.

On June 3, 2024 the Board of Directors approved, and Mr. Owens agreed, to settle certain liabilities owed to the Trust with shares of common stock (see below for further details). Included in this settlement was $68,623 of accrued interest on the convertible note payable. The Note continues to be an obligation of the Company and will continue accruing interest at 8%.

During the three months ended March 31, 2025 and 2024, interest expense on the Note was $20,000 and $20,000, respectively.

At March 31, 2025 and December 31, 2024, $1,000,000 of the Note’s principal remains outstanding and accrued interest of $75,358 and $55,358, respectively. At March 31, 2025, the Note and accrued interest are due on demand.

On March 20, 2024, Mr. Owens transferred the Note to Mr. Hendrickson, a former director of the Company.

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 athe ~~convertible~~Note ~~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 of $4,021,910 was recognized, which has been presented on the accompanying statement of operations as ~~another~~ other 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 $22,869 which was applied against Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.

Advance from Related Party

During the nine months ended September 30, 2024, the Company received a $16,893 of working capital advances 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 September 30, 2024, these advances have 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 September 30, 2024 and December 31, 2023, the accrued salaries resulting from these employment agreements were $0 and $2,538,00, respectively, and the accrued auto allowances were $0 and $73,800, respectively, and have been included in accrued salaries and related expenses on the accompanying unaudited balance sheets. As of September 30, 2024 and December 31, 2023, payroll taxes in the amount of $0 and $153,162, 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 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 nine months ended September 30, 2024 were $0 and $243,066 , respectively, and $183,537 and $571,394 for the three and nine months ended September 30, 2023, respectively, and are included on the accompanying unaudited statements of operations. During the three and nine months ended September 30, 2024, Mr. Hutchins was paid $0 and $0, respectively, for his salary and $0 and $0, respectively, in auto allowances. During the three and nine months ended September 30, 2023, Mr. Hutchins was paid $3,500 and $28,000, respectively, for his salary and $300 and $2,400, 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 5. The Company does not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore, not have 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~~was due and payable only upon the ~~earlier~~ 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 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. AsAt ofMarch ~~September 30~~31, ~~2024~~2025, no amounts ~~have~~had 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~~above 3 for the acquisition of the license agreement by Webnet, a Company owned and controlled by Mr. Owens.

NOTE 4 – ~~STOCKHOLDERS’~~SHORT ~~DEFICIT~~TERM LOANS PAYABLE

During the three months ended March 31, 2025 and 2024, the Company received working capital advances of $49,800 and $0, respectively, and made no repayments from a third party entity. These short term loans payable have no specific repayment terms and do not bear interest. The Company has a balance owed of $49,800 and $0 at March 31, 2025 and December 31, 2024, respectively, and these advances have been presented as short term loans payable on the accompanying balance sheets.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

In January 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2025 for aggregate gross proceeds of $8,000. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.07 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. In January 2025, the Notes were converted into 114,286 of the Company’s common shares.

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting.

NOTE 6 – STOCKHOLDERS’ DEFICIT

Series A Preferred Stock

On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no ~~conversion~~transfer rights, no conversion rights, no dividends, and no liquidation preference. AsAt ofMarch ~~September~~31, 302025 and December 31, 2024, all 1,000 authorized Series A Preferred Stock are issued and outstanding and held in an escrow account. However, until the shares are released from escrow Mr. Owens controls the votes provided by the Series A Preferred Stock (see Note 1).

Common Stock

AsOn ofMarch ~~September 30~~6, ~~2024 and December 31~~2025, ~~2023,~~ the Company ~~had~~cancelled ~~201~~2,~~057,278 and 158,271,~~000,000 ~~respectively, issued and outstanding~~ shares of ~~common stock. On June 13, 2024,~~ the Company’s ~~issued 42,786,278 shares of~~ common stock toin ~~the~~conjunction ~~Trust~~with ~~for~~ the ~~settlement~~Asset ofPurchase ~~certain liabilities~~Agreement ~~outstanding with the Trust~~ (see Note 3).

~~NOTE~~On 5August –27, ~~COMMITMENTS~~2024, the Company amended its articles of incorporation with the State of Wyoming and increased its authorized shares of common stock from 300,000,000 to 500,000,000 shares.

~~Executive~~At ~~Employment~~March ~~Agreements~~31, 2025 and December 31, 2024, the Company had 400,228,842 and 402,114,556 issued and outstanding shares of common stock, respectively.

~~James~~During ~~Owens.~~the Onyear ~~February~~ended 21December 31, ~~2020~~2024, the Company’s ~~Board~~issued ~~of Directors approved and executed~~42, ~~effective January 1~~786,278 ~~2020,~~shares ~~an employment agreement with Mr. Owens to serve as its Chief Technology Officer. The term~~ of ~~this~~common ~~agreement~~stock ~~is indefinite and may be terminated by either party at any time provided that prior~~ to ~~termination,~~settle ~~twenty~~liabilities ~~(20)~~owed ~~business day notice is delivered~~ to ~~the~~a ~~other~~related 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)see ~~salary~~Note ~~of $350,000 per year, (ii~~3) 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.~~During ~~Owens’~~the ~~employment~~year ~~agreement~~ended ~~was~~December ~~amended~~31, ~~on June 3~~2024, ~~2022~~the ~~reducing~~Company ~~his~~issued ~~salary~~201,057,278 toshares $1of ~~per~~common ~~year~~stock ~~with~~to norelated ~~auto~~parties ~~allowance.~~in ~~Effective~~exchange ~~June~~for intellectual ~~14,~~property ~~2024,~~(see ~~Mr.~~Note ~~Owens resigned from the Company~~3).

~~Don~~NOTE D.7 ~~Roberts.~~– ~~Prior~~EARNINGS toPER 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.SHARE

~~Harold~~FASB E.ASC ~~Hutchins.~~Topic ~~Prior to February 21~~260, ~~2020,~~Earnings ~~the~~Per ~~Company did not have any written employment agreement or other formal compensation agreement with Mr. Hutchins. On February 21~~Share, ~~2020,~~requires ~~the~~a ~~Company’s~~reconciliation ~~Board~~ of ~~Directors~~the ~~approved~~numerator and ~~executed,~~denominator ~~effective January 1, 2020, an employment agreement with Mr. Hutchins to serve as its Chief Financial Officer. The term~~ of ~~this~~the ~~agreement~~basic ~~is indefinite~~ and ~~may~~diluted ~~be terminated~~earnings ~~by either party at any time provided that prior to termination, twenty~~ (20loss) 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,~~share (iiEPS) 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 directorscomputations. ~~Effective March 4, 2024, Mr. Hutchins resigned as the Company’s Chief Financial Officer.~~

~~Refer~~Basic earnings (loss) per share are computed by dividing net earnings available to ~~Note~~common 3stockholders ~~for~~by ~~amounts~~the ~~related~~weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator ~~Owens,~~is ~~Roberts,~~increased ~~and~~to ~~Hutchins~~include ~~employment~~the ~~agreements~~number ~~included~~of inadditional common shares that would have been outstanding if the ~~accompanying~~potential ~~unaudited~~common ~~financial~~shares ~~statements~~had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

~~NOTE~~The 6following –potentially ~~SUBSEQUENT~~dilutive ~~EVENTS~~securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:

	2025		2024
	For the Three Months Ended March 31,
	2025		2024
Convertible note payable		100,000,000		100,000,000
Total potentially dilutive shares		100,000,000		100,000,000

~~ITEM~~The following 2.table ~~MANAGEMENT’S~~sets ~~DISCUSSION~~forth ~~AND~~the ~~ANALYSIS~~computation OFof ~~FINANCIAL~~basic ~~CONDITION~~and ~~AND~~diluted ~~RESULTS~~net OFincome ~~OPERATIONS.~~per share:

Background and Overview

	2025			2024
	Three Months Ended March 31,
	2025			2024

Net loss attributable to the common stockholders	$	(61,378	)	$	(224,941	)

Basic weighted average outstanding shares of common stock		401,652,233			158,271,000
Dilutive effect of options and warrants		-			-
Diluted weighted average common stock and common stock equivalents		401,652,233			158,271,000

Loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)

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. On June 21, 2024, the license agreement was acquired by Webnet, a Company owned and controlled by Mr. Owens.

Recent Developments

During the nine months ended September 30, 2024, the Company entered into several material definitive agreements as summarized below:

1) On June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust, 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. 2) On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis. 3) One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied against Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341. 4) On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024 .

On May 15, 2023, the Trust partially converted $101,000 of the convertible note principal, held by the Trust, and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion price of $0.01 in accordance with the Note’s convertible provision.

Results of Operations for the three and nine months ended September 30, 2024 and 2023

Revenue

Revenue was $0 for the three and nine-month periods ended September 30, 2024 and 2023. Gross profit was $0 for the three and nine months ended September 30, 2024 and 2023.

Operating Expenses

Total operating expenses, which are comprised of salaries and related expenses, and general and administrative expenses were $21,578 and $199,401 for the three months ended September 30, 2024 and 2023, respectively. The decrease is primarily attributable to the decrease in salary and related expenses due to the Company’s former CE and CFO resigning effective June 14, 2024 and March 4, 2024, respectively, and not being replaced full time employees. The CFO was 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 operating expenses are comprised of salaries and related expenses, and general and administrative expenses were $4,466,798 and $703,524 for the nine months ended September 30, 2024 and 2023, respectively.

The decrease is primarily attributable to the decrease in salary and related expenses due to the Company’s former CE and CFO resigning effective June 14, 2024 and March 4, 2024, respectively, and not being replaced full time employees. The CFO was 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.

~~Net~~NOTE ~~Loss~~8 – COMMITMENTS

~~The~~Executive ~~net~~Employment loss was $41,578 and $219,401 and $4,466,798 and $703,524 for the three and nine months ended September 30, 2024 and 2023, respectively. The decrease in the loss during the three months ended September 30, 2024 is primarily due to the decrease in salary and related expenses as discussed above. The increase in loss during the nine months ended September 30, 2024 is primarily a result of settlement of liabilities with a related party of $427,638 through the issuance of shares of common stock with a fair value of $4,449,773 which resulted in a loss on extinguishment of $4,021,910.Agreements

~~Liquidity~~On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts its former ~~Going~~President ~~Concern~~and Chief Executive Officer, Harold E. Hutchins its former Chief Financial Officer, and ~~Uncertainties~~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.

~~Liquidity~~At isMarch ~~the~~31, ~~ability~~2025 ofand anDecember ~~enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30~~31, 2024, ~~our~~ ~~working~~had ~~capital~~no ~~deficit~~accrued ~~amounted to $1~~salaries,~~048,066~~ anpayroll ~~increase of $3~~taxes,~~323,316~~ asor ~~compared~~auto toallowances ~~working~~included ~~capital deficit of $4,371,382 as of December 31, 2023. This increase~~ in ~~working~~accrued ~~capital~~salaries ~~deficit~~and ~~is primarily a result of the settlement of liabilities through the issuance~~related ofexpenses ~~shares~~on ~~of common stock and~~ the ~~assumption~~accompanying ofunaudited ~~liabilities~~balance bysheets aresulting ~~related~~from ~~party~~these ~~for~~employment ~~the transfer of certain license~~ agreements.

~~Net~~The ~~cash~~salaries ~~used~~and inrelated ~~operating~~expenses ~~activities~~related ~~was $87,475 during the nine months ended September 30, 2024 compared~~ to ~~$128,428~~these agreements for the ~~nine~~three months ended ~~September~~March 3031, ~~2023.~~2025 ~~The~~and ~~decrease~~2024 inwere ~~cash used in operating activities was primarily attributable to the increase in net loss of~~ $~~3,763,274~~0 and ~~increase in cash flows from operating assets and liabilities of~~ $~~276~~158,~~483~~ 194, ~~offset by noncash expenses of $4,080,710~~respectively.

~~Net~~In ~~cash~~June ~~provided by financing activities was $87~~2024,~~459~~ ~~during~~ the ~~nine~~accrued ~~months~~liabilities ~~ended~~associated ~~September~~with ~~30,~~these ~~2024~~employment ~~compared~~agreements towere ~~$128,420~~assumed inby ~~the nine months ended September 30~~Webnet, ~~2023. The increase in cash from financing activities was the result of~~ an ~~increase~~entity inowned ~~cash~~and ~~advances received from~~controlled ~~our~~by ~~controlling~~Mr. ~~stockholder~~Owens ~~and~~(see aNote ~~related party~~3).

~~The~~NOTE ~~unaudited~~9 ~~financial~~– ~~statements~~SUBSEQUENT have been prepared in conformity with generally accepted accounting principles, which contemplate the 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 statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.EVENTS

The Company’s ~~continued~~evaluated ~~operations~~all ~~will~~events ~~depend~~or ontransactions ~~its~~that ~~ability~~occurred toafter ~~raise~~March ~~additional capital through various potential sources~~31, ~~such~~2025 ~~as equity~~up ~~offerings~~through ~~and/or~~the ~~debt~~date ~~financing,~~the ~~strategic~~financial ~~relationships,~~statements ~~and~~were available 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~~issued. ~~Without~~During this ~~funding~~period, the Company ~~could~~did benot ~~required~~have toany ~~delay,~~material ~~scale~~recognizable ~~back~~subsequent orevents ~~eliminate~~required ~~some~~to orbe ~~all~~disclosed as of and ~~its~~for ~~business~~the ~~plans~~period ~~which~~ended ~~would~~March ~~likely~~31, ~~have~~2025, aexcept ~~material adverse~~for ~~effect on~~ the ~~Company.~~following:

~~The~~Convertible ~~unaudited~~Note financial statements do not include any adjustments relating to the recoverability and classification of assets carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.Payable

~~Generally,~~In May 2025, the Company’s ~~operations~~authorized ~~are~~a ~~subject~~convertible topromissory anote ~~number~~bearing ofno ~~factors~~interest ~~that~~and ~~can~~is ~~affect~~due ~~its~~and ~~operating~~payable ~~result~~on ~~and~~December ~~financial~~31, ~~condition.~~2025 ~~Such~~for aggregate ~~factors~~gross ~~include~~proceeds of $100,000. ~~but~~The ~~are~~Note ~~not~~allow ~~limited~~for the Company to, convert the ~~results~~outstanding principal amount into shares of ~~our~~the ~~marketing~~Company’s common ~~efforts~~stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holder of the Note has the right, at the holder’s option, to ~~promote~~convert ~~users~~the ~~for~~principal ~~our~~amount ~~software~~of ~~solutions~~this note, ~~successful~~in whole ~~launch~~or in part, into fully paid and ~~acceptance~~nonassessable shares at a conversion price of ~~our~~$0.025 ~~software~~per ~~solutions~~share ininto the ~~marketplace~~Company’s common stock before any public offering. The Note includes customary events of default, ~~competition~~including, among other things, payment defaults and certain events of ~~our~~bankruptcy. ~~software~~If ~~solutions~~such an event of default occurs, ~~attraction~~the holder of ~~talented~~the ~~and skilled~~Note ~~employees~~may be entitled to ~~support~~take various actions, which may include the ~~business~~acceleration ~~and~~of amounts due under the ~~ability~~Note. toOn ~~raise~~May ~~capital~~20, to2025, ~~support~~the ~~its~~Note ~~operations~~was converted into 4,000,000 of the Company’s common shares.

~~Since~~Advance ~~our inception, we have been funded by loans~~ from ~~our~~Related 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.Party

Subsequent to March 31, 2025, the Company made repayments totaling $49,990 against the advances from related party.

Forge Atlanta Subsidiary

On April 29, 2025, the Company entered into an Agreement with Urbantec Development Partners, LLC (“Urbantec”) to form a Special Purpose Vehicle (“SPV”), named Forge Atlanta Asset Management LLC. (“Forge Atlanta”), a 10-acre mixed-use real estate development in Downtown Atlanta’s Castleberry Hill district. The Company and Urbantec will hold ownerships in Forge Atlanta of 80% and 20%, respectively. Upon acceptance of the Purchase and Sale Agreement (“PSA”) by the current land owner (“Seller”), Forge Atlanta will pay Urbatec the sum of $3,000,000.

~~Management’s~~Forge ~~plan~~Atlanta, isa toGeorgia ~~obtain~~limited ~~such~~liability ~~resources~~corporation ~~for~~was ~~our~~formed ~~capital~~on ~~needs~~August by19, ~~obtaining~~2024 ~~capital~~and ~~from~~intends ~~management~~to ~~and~~acquire ~~significant~~land, ~~shareholders~~secure ~~sufficient~~financing, tomanage ~~meet~~the ~~its~~development, ~~operating~~and ~~expenses.~~revitalize ~~However,~~the ~~management~~Forge ~~cannot~~Atlanta ~~provide~~project. ~~any~~The ~~assurances~~Managing ~~that~~Partner weof ~~will~~Forge beAtlanta ~~successful~~is inthe ~~accomplishing~~Company’s ~~any~~Chief ~~of our~~Executive ~~plans~~Officer, Mr. Ricardo Haynes.

~~Our~~On ~~ability~~May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to ~~continue~~acquire asand redevelop Forge Atlanta for a ~~going~~purchase ~~concern~~price isof ~~dependent~~$33,000,000. The ~~upon~~property ~~our~~is ~~ability~~being sold subject to ~~successfully~~a ~~accomplish~~non-refundable ~~the~~earnest ~~plans~~money ~~described~~payment inof ~~the~~$50,000 ~~preceding~~due on or before May 5, 2025 (“LOI Fee”), ~~paragraph~~an ~~and~~earnest ~~eventually~~money ~~secure~~payment ~~other~~of ~~sources~~$50,000 due at execution of ~~financing~~the PSA, and ~~attain~~an ~~profitable~~earnest ~~operations.~~money ~~The~~payment ~~accompanying~~of ~~financial~~$400,000 ~~statements~~due do90 days from the PSA date. ~~not~~The ~~include~~scheduled ~~any~~closing ~~adjustments~~date ~~that~~of ~~might~~the beland ~~necessary~~purchase ifis weNovember ~~were~~25, ~~unable~~2025. Forge Atlanta shall have the right to ~~continue~~extend asthe closing date to February 6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a ~~going~~non-refundable ~~concern~~fee of $150,000, which shall not be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000.

~~Critical~~Regulation ~~Accounting~~A ~~Policies and Estimates~~Offering

~~Our~~The ~~significant~~Company ~~accounting~~filed ~~policies~~a ~~are~~Regulation ~~more~~A ~~fully~~Offering ~~described~~on inMarch ~~the~~17, ~~notes~~2025 towith ~~our~~the ~~unaudited~~Securities ~~financial~~and ~~statements~~Exchange ~~included~~Commission ~~herein~~(“SEC”) for ~~the~~an ~~nine-month~~offering ~~period~~up ~~ended~~to ~~September~~$10 ~~30,~~million ~~2024~~of ~~and~~our incommon ~~the~~stock ~~notes~~at to$7 ~~our~~per ~~annual~~shares. ~~report~~At ~~10-K~~the ~~which~~time ~~includes~~of ~~audited~~this ~~financial~~filing, ~~statements for~~ the ~~years ended~~Regulation ~~December~~A ~~31,~~Offering ~~2023~~has ~~and~~not ~~2022.~~been Wedeclared ~~believe~~effective by ~~that~~ the ~~accounting~~SEC ~~policies~~and ~~below~~we ~~are~~have ~~critical~~not ~~for~~sold ~~one~~any toshares ~~fully~~of ~~understand and evaluate~~ our ~~financial~~common ~~condition and results of operations~~stock.

Use of Estimates

The preparation of the unaudited financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited 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 unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets and fair value of shares of common stock.

Revenue Recognition

The Company recognized no revenue from licensing fees during each of the three-month periods ended September 30, 2024 and 2023, respectively.

~~Leases~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~You ~~Company~~should ~~accounts~~read ~~for~~the ~~leases~~following ~~under~~discussion ~~ASU~~of ~~2016-02.~~our ~~Operating~~financial ~~leases~~condition ~~are~~and ~~included~~results of operations in ~~operating~~conjunction ~~lease~~with ~~right-of-use~~our ~~(“ROU”)~~financial ~~assets~~statements and ~~operating~~the ~~lease~~notes ~~liabilities~~included onelsewhere ~~the~~in ~~unaudited~~this ~~balance~~Form ~~sheets~~10-Q. The ~~Company~~following ~~leased~~discussion ~~office~~contains ~~equipment~~forward-looking ~~used~~statements tothat ~~conduct~~involve ~~our~~certain risks ~~business~~and uncertainties. ~~The lease~~Our ~~was~~actual ~~transferred~~results could differ materially from those discussed in these statements. Factors that could cause or contribute to athese ~~related~~differences ~~party~~include those discussed below and elsewhere in this Form 10-Q and our Annual Report on ~~April~~Form 110-K for the year ended December 31, ~~2023~~2024 particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

~~Operating~~The 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 nine months ended September 30, 2024, the Company recorded $0 and $0, respectively, and $0 and $438, respectively, for the three and nine months ended September 30, 2023 as operating lease expense which is included in general and administrative expenses on the unaudited statements of operations. As of September 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.

Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was originally established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G.

During the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:

On June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust (“Trust”), a Florida trust (the “Seller”), a Trust controlled by Mr. James Owens the Company’s former CEO, founder and majority stockholder. The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing. As of the date of this filing, the remaining $325,000 had not been remitted to Mr. Owens by the Purchasers.

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 $22,869 which was applied to Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.

On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement (see Note 3).

Chairman/Chief Executive Officer - Mr. Ricardo Haynes

Independent Director – Ms. Marilyn Karpoff

Independent Director – Mr. Gordon Clinkscale

President – Mr. Eric Collins

Interim Chief Financial Officer (CFO) – Ms. Adrienne Anderson ⁽¹⁾

Secretary – Mr. Donald R. Keer

Chief Operating Officer – Mr. Lance Lehr

⁽¹⁾	Ms. Anderson submitted her resignation as interim CFO on February 19, 2025.

Our principal office is located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our corporate website address is www.webstartechnologygroup.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report.

Recent Developments

Financing Transactions

Short Term Loans Payable

During the three months ended March 31, 2025 and 2024, the Company received working capital advances of $49,800 and $0, respectively, and made no repayments from a third party entity.

Convertible Notes Payable

In January 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2025 for aggregate gross proceeds of $8,000. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.07 per share into the Company’s common stock before any public offering. In January 2025, the Notes were converted into 114,286 of the Company’s common shares.

In May 2025, the Company authorized a convertible promissory note bearing no interest and is due and payable on December 31, 2025 for aggregate gross proceeds of $100,000. The Note allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holder of the Note has the right, at the holder’s option, to convert the principal amount of this note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.025 per share into the Company’s common stock before any public offering. The Note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note. On May 20, 2025, the Note was converted into 4,000,000 of the Company’s common shares.

Common Stock

On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement

Advance from Related Party

In fiscal year 2025, the Company made repayments totaling $76,210 against the advances from related party.

Forge Atlanta Subsidiary

Forge Atlanta, a Georgia limited liability corporation was formed on August 19, 2024 and intends to acquire land, secure financing, manage the development, and revitalize the Forge Atlanta project. The Managing Partner of Forge Atlanta is the Company’s Chief Executive Officer, Mr. Ricardo Haynes.

On May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $33,000,000. The property is being sold subject to a non-refundable earnest money payment of $50,000 due on or before May 5, 2025 (“LOI Fee”), an earnest money payment of $50,000 due at execution of the PSA, and an earnest money payment of $400,000 due 90 days from the PSA date. The scheduled closing date of the land purchase is November 25, 2025. Forge Atlanta shall have the right to extend the closing date to February 6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a non-refundable fee of $150,000, which shall not be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview

Webstar Technology Group, was incorporated in Wyoming on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. However, in June 2024 the new management team of Webstar Technology Group Inc. chose to expand the company’s footprint into the commercial real estate development & acquisitions space.

Plan of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following discussion represents a comparison of our results of operations for the three months ended March 31, 2025 and 2024. The results of operations for the periods shown in our audited condensed financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

	Three Months Ended March 31,
	2025			2024

Net revenues	$	-		$	-
Cost of sales		-			-
Gross Profit		-			-
Operating expenses		41,378			204,941
Other expense		20,000			20,000
Net loss before income taxes	$	(61,378	)	$	(224,941	)

Net Revenues

For the three months ended March 31, 2025 and 2024, we had no revenues.

Cost of Sales

For the three months ended March 31, 2025 and 2024, we had no cost of sales as we had no revenues.

Operating expenses

Operating expenses decreased by $163,563, or 79.8%, to $41,378 for three months ended March 31, 2025 from $204,941 for the three months ended March 31, 2024 primarily due to decreases in compensation costs of $158,194, consulting fees of $30,150, and travel costs of $5,000, offset primarily by increases in professional fees of $26,085, investor relations costs of $2,359, rent of $585, and general and administration costs of $752, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended March 31, 2025, we had general and administrative expenses of $41,378 primarily due to professional fees of $32,682, rent expense of $585, investor relations costs of $2,359, consulting fees of $5,000, and general and administration costs of $752, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended March 31, 2024, we had salaries and related expenses of $158,194, and general and administrative expenses of $46,747 primarily due to professional fees of $6,597, consulting fees of $35,150, and travel costs of $5,000, as a result of adding administrative infrastructure for our anticipated business development.

Other Expense

Other expense for the three months ended March 31, 2025 totaled $20,000 primarily due to interest expense, compared to other expense of $20,000 for the three months ended March 31, 2024 primarily due to interest expense.

Net loss before income taxes

Net loss before income taxes for the three months ended March 31, 2025 totaled $61,378 primarily due to (increases/decreases) in professional fees, investor relations costs, consulting fees, rent, and general and administration costs compared to a loss of $224,941 for the three months ended March 31, 2024 primarily due to (increases/decreases) in compensation costs, professional fees, consulting fees, and travel costs.

Assets and Liabilities

Assets were $15,358 as of March 31, 2025. Assets consisted primarily of cash of $259, and prepaid expenses of $15,099. Liabilities were $1,149,972 as of March 31, 2025. Liabilities consisted primarily of advance from related party of $14,998, short term loans payable of $49,800, convertible note payable – related party of $1,000,000, accrued interest – related party of $75,358, and other current liabilities of $9,816.

Liquidity and Capital Resources

Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $47,698,762 at March 31, 2025, had a working capital deficit of $1,134,614 and $1,081,236 at March 31, 2025 and December 31, 2024, respectively, had a net loss of $61,378 and $224,941 for the three months ended March 31, 2025 and 2024, respectively, and net cash used in operating activities of $31,341 and $2,110 for the three months ended March 31, 2025 and 2024, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The condensed financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

General – Overall, we had an increase in cash flows for the three months ended March 31, 2025 of $239 resulting from cash provided by financing activities of $31,580, offset partially by cash used in operating activities of $31,341.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

	Three Months Ended March 31,
	2025			2024

Net cash provided by (used in):
Operating activities	$	(31,341	)	$	(2,110	)
Investing activities		-			-
Financing activities		31,580			2,110
	$	239		$	-

Cash Flows from Operating Activities – For the three months ended March 31, 2025, net cash used in operations was $31,341 compared to net cash used in operations of $2,110 for the three months ended March 31, 2024. Net cash used in operations was primarily due to a net loss of $61,378 for three months ended March 31, 2025 and the changes in operating assets and liabilities of $30,037, primarily due to the changes in prepaid expenses of $5,250, other current liabilities of $9,816, and accrued interest – related party of $20,000, offset primarily by accounts payable of $5,029.

For the three months ended March 31, 2024, net cash used in operations was primarily due to a net loss of $224,941 and the changes in operating assets and liabilities of $169,383, primarily due to the changes in accrued payroll of $163,194, and accrued interest – related party of $20,000, offset partially by the change in prepaid expenses of $11,701 and accounts payable of $2,110. In addition, net cash used in operating activities includes adjustments to reconcile net profit from expenses paid on behalf of company – related party of $53,448.

Cash Flows from Investing Activities – For the three months ended March 31, 2025 and 2024, the Company had no cash flows from investing activities.

Cash Flows from Financing Activities – For the three months ended March 31, 2025, net cash provided by financing was $31,580, due to proceeds from short term convertible notes of $8,000, proceeds from short term loans payable of $49,800, and repayments of advance from related party of $26,220 compared to cash provided by financing activities of $2,110 for the three months ended March 31, 2024 due to advances from stockholders.

Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. As stated above, Management intends to raise additional funds by way of a public offering or an asset sale transaction, however there can be no assurance that we will be successful in completing such transactions.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Short Term Loans Payable

During the three months ended March 31, 2025 and 2024, the Company received working capital advances of $49,800 and $0, respectively, and made no repayments from a third party entity.

Convertible Notes Payable

In January 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2025 for aggregate gross proceeds of $8,000. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.07 per share into the Company’s common stock before any public offering. In January 2025, the Notes were converted into 114,286 of the Company’s common shares.

Advance from Related Party

In fiscal year 2025, the Company made repayments totaling $76,210 against the advances from related party.

Income taxes

We are a corporation for U.S. federal income tax purposes. As such we are subject to U.S. federal, state and local income taxes and are taxed at the prevailing corporate tax rates. We recognize the effect of income tax positions only if these positions are more likely than not to be sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The financial statements included in this annual report do not include a provision for federal income taxes since each of our statements of operations have a net loss. In the future, if we determine that such tax benefits are likely to be realized by us, we will record a deferred tax asset based on the then effective income tax rate.

JOBS Act

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in Management’s discussion and analysis of financial condition and results of operations and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation. We have availed ourselves of the reduced reporting obligations and executive compensation disclosure in this annual report and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.

In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to take advantage of such extended transition period, and as a result, we may not comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards.

We will continue to qualify as an emerging growth company until the earliest of:

	●	The last day of our fiscal year following the fifth anniversary of the date of our IPO;

	●	The last day of our fiscal year in which we have annual gross revenues of $1.0 billion or more;

	●	The date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt;

	●	The date on which we are deemed to be a “large accelerated filer”, which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act.

Capital Expenditures

We expect to purchase approximately $50,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Critical Accounting Policies

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the standard for the private company. This may make comparison of our financial statements with any other public company that is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act described above in this annual report (see “Implications of Being an Emerging Growth Company”), and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Future Contractual Obligations and Commitments

Refer to Note 3 in the accompanying notes to the financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.

Off-Balance Sheet Arrangements

WeAs of March 31, 2025, we have nonot ~~off-balance~~entered ~~sheet~~into ~~arrangements.~~any transaction, agreement or other contractual arrangement with an entity under which it has:

~~ITEM~~● 3.a ~~QUANTITATIVE~~retained ~~AND~~or ~~QUALITATIVE~~contingent ~~DISCLOSURES~~interest ~~ABOUT~~in ~~MARKET~~assets ~~RISK~~transferred to the entity or similar arrangement that serves as credit; ● liquidity or market risk support to such entity for such assets; ● an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or ● an obligation, including a contingent obligation, arising out of a variable interest in an entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

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

~~ITEM~~We do 4.not ~~CONTROLS~~believe ~~AND~~that ~~PROCEDURES~~inflation has had a material effect on our results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Pursuant~~We tomaintain 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~~in Rule 13a-15l5(e) under the Exchange Act) asthat ofare ~~the~~designed ~~end~~to ofensure ~~the~~that ~~quarter covered by this report.~~information ~~Based~~that onwould ~~that~~be ~~evaluation,~~required ~~the~~to ~~Chief~~be ~~Executive~~disclosed ~~Officer~~in ~~and~~Exchange ~~Chief~~Act ~~Financial~~reports ~~Officer~~is ~~concluded~~recorded, ~~that~~processed, assummarized ofand ~~the~~reported ~~end~~within of the ~~period~~time ~~covered~~period byspecified ~~this~~in ~~report,~~ the ~~Company~~SEC’s ~~disclosure~~rules ~~controls~~ and ~~procedures~~forms, ~~were~~and ~~not~~that ~~effective~~such toinformation ~~ensure~~is ~~that~~accumulated ~~information~~and ~~required~~communicated to beour ~~included~~management, including into our ~~periodic~~Chief ~~SEC~~Executive ~~filings~~Officer isand ~~recorded,~~Chief ~~processed,~~Financial ~~summarized~~Officer, ~~and~~as ~~reported within the time periods specified in the SEC rules and forms~~appropriate, ~~due~~ to ~~the~~allow ~~material~~timely ~~weaknesses~~decisions ~~identified~~regarding inrequired ~~our annual report 10-K~~disclosure.

~~Changes~~Our management, under the supervision and with the participation of our CEO and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in ~~Internal~~SEC ~~Controls~~Rules ~~over~~13a-15(e) ~~financial~~and ~~reporting~~15d-15(e) as of the end of the period covered by this report. Based on such evaluation, management identified deficiencies that were determined to be a material weakness.

~~There~~Management’s ~~has~~Report ~~been~~on noInternal ~~change~~Controls ~~in our internal control~~ over ~~financial~~Financial ~~reporting occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Based on that assessment, management believes that, as of March 31, 2025, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

The specific material weaknesses identified by the company’s management as of end of the period covered by this report include the following:

	●	we have not performed a risk assessment and mapped our processes to control objectives;
	●	we have not implemented comprehensive entity-level internal controls;
	●	we have not implemented adequate system and manual controls; and
	●	we do not have sufficient segregation of duties. As such, the officers approve their own related business expense reimbursements

Despite the material weaknesses reported above, our management believes that our condensed financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this report.

Management’s Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

(i)

Appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies;

The remediation efforts set out herein will be implemented in the 2024 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our condensed financial statements for the three months ended March 31, 2025 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ending March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

WeFrom ~~know~~time ofto notime, ~~existing~~we may become party to litigation or ~~pending~~other legal proceedings ~~against~~that ~~us,~~we ~~nor~~consider to be a part of the ordinary course of our business. We are wenot currently involved asin legal proceedings that could reasonably be expected to have a ~~plaintiff~~material inadverse ~~any~~effect ~~proceeding~~on our business, prospects, financial condition or ~~pending~~results ~~litigation~~of operations. ~~There~~ ~~are~~We nomay become involved in material legal proceedings in ~~which~~the ~~any~~future. To the best our knowledge, none of our directors, officers or ~~any~~affiliates ofis ~~their~~involved ~~respective~~in ~~affiliates,~~a orlegal ~~any~~proceeding ~~beneficial~~adverse ~~shareholder, is~~to anour ~~adverse~~business ~~party~~ or has a material interest adverse to our ~~interest~~business.

ITEM 1A. RISK FACTORS.

~~There~~We ~~have~~are ~~been~~a noSmaller ~~material~~Reporting ~~changes~~Company ~~from~~as ~~the~~defined ~~risk~~by ~~factors~~Rule ~~disclosed~~12b-2 inof ~~Item~~the 1ASecurities ofExchange ~~Part~~Act I of ~~our~~1934 ~~Annual~~and ~~Report~~are onnot ~~Form~~required ~~10-K~~to ~~for~~provide the ~~year ended~~information ~~December~~under ~~31,~~this ~~2023, as filed with the SEC on March 29, 2024~~item.

19ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~ITEM~~In January 22025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2025 for aggregate gross proceeds of $8,000. ~~Unregistered~~The ~~Sales~~Notes allow for the Company to convert the outstanding principal amount into shares of ~~Equity~~the Company’s common stock should the Securities and ~~Use~~Exchange Commission grant approval of ~~Proceeds~~the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.07 per share into the Company’s common stock before any public offering. In January 2025, the Notes were converted into 114,286 of the Company’s common shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 3 4. ~~Defaults~~MINE ~~Upon~~SAFETY ~~Senior Securities~~DISCLOSURE.

~~None~~Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act. During the quarter ended March 31, 2025, we did not have any projects that were in production and as such, were not subject to regulation by MSHA under the Mine Act.

~~ITEM 4. Mine Safety Disclosures.~~28

~~Not~~ITEM ~~applicable~~5. OTHER INFORMATION.

~~ITEM~~During the 5.quarter ~~Other~~ended ~~Information~~March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed or “furnished” herewith:

EXHIBIT INDEX

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.1		Amended and Restated Articles of Incorporation filed on July 5, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.2		Amended and Restated Bylaws effective as of March 23, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
3.3		Certificate of Designations of Preferences and Rights of Series A Preferred Stock of the registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).
101.INS*		Inline XBRL Instance Document
3.4		Restated Certificate of Designations of Preferences and Rights of Series A Preferred Stock amended on June 14, 2022 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 14, 2022).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
10.1+		Form of Executive Employment Agreement and Amendment (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
10.2+		Form of Consulting Agreement and Amendment (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
10.3		Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
10.4		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
10.5		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Warp-G software (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.6+		Form of Director Services Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

2029

10.7		Form of Subscription Agreement for S-1 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.8+		Form of Amendment to Employment Agreement entered into between Webstar Technology Group, Inc. and Executive (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.9		Amendment dated May 12, 2018 to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.10		Second Amendment to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.11		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.12		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Warp-G software (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.13		Form of Employment Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC on July 3, 2019).

10.14		Promissory Note Issued March 25, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 3, 2019).

10.15		Amendment to Promissory Note dated December 6, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 17, 2019).

10.16†		Employment Agreement between the registrant and James Owens dated January 1, 2020. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

10.17†		Employment Agreement between the registrant and Don Roberts dated January 1, 2020. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

10.18†		Employment Agreement between the registrant and Harold Hutchins dated January 1, 2020. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

10.19		Assignment of All Employment and Consulting Agreements and Transfer and Assumption of All Liabilities Associated Therewith Agreement between the registrant and James Owens dated February 21, 2020. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC March 3, 2020).

10.20		Subscription Agreement between the registrant and James Owens for Series A Preferred Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).

10.21		Subscription Agreement between the registrant and James Owens for Common Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).

10.22		Exclusive Technology Marketing and License Agreement dated April 21, 2020 by and between the Company and Soft Tech Development Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 23, 2020).

10.23+		Second Amended and Restated Marketing and License Agreement dated July 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 18, 2022).

10.24		Settlement Agreement to Compromise Debt dated June 3, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.25		Convertible Promissory Note dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.26+		Amended Executive Employment Agreement dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.27		Stock Option Grant to Officer dated December 9, 2021 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on December 13, 2021).

31.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith.

+	Management contract or compensatory plan or arrangement.

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: November 14, 2024	By:	/s/ Ricardo H. Haynes
Dated: July 11, 2025	By:	/s/ Ricardo H. Haynes
		Ricardo H. Haynes
		Chief Executive Officer
		Chief Executive Officer and Principal Financial and Accounting Officer (principal executive officer)
		(principal executive officer)
Dated: November 14, 2024	By:	/s/ Adrienne Anderson
		Adrienne Anderson
		Chief Financial Officer
		(principal financial and accounting officer)

21Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name		Title and Date

/s/ Ricardo H. Haynes		Director Dated: July 11, 2025
Ricardo H. Haynes

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