OTC: WBSR
Webstar Technology Group Inc.CIK 0001645155 · Prepackaged Software
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… About this business →
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About Webstar Technology Group Inc.
Source: Item 1 (Business) from the 10-K filed April 15, 2026. Description as filed by the company with the SEC.
ITEM
1. BUSINESS.
The
Company
Webstar
Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was originally established
for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with
a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G.
During
the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:
1)
On
June 14, 2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer,
each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series
A Preferred Stock (the “Preferred Stock”) of the Company from the Frank T. Perone Irrevocable Trust (“Trust”),
a Florida trust (the “Seller”), a Trust controlled by Mr. James Owens the Company’s former 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.
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2)
On
June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”),
a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from
the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders
of record of the Company at the close of business June 21, 2024 on a one-to-one basis.
3)
One
June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”),
a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization
of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically
related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar’s
accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities
has been recorded as an increase to additional paid in capital of $3,340,341.
4)
On
June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort
developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company’s Preferred
Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement,
the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear
Village, Inc. These shares were issued to the sellers on October 1, 2024 (see Note 3).
As
a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr.
Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024.
1
Under
the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors
to fill the seat(s) vacated by prior directors and as new officers as follows:
President/Chief
Executive Officer - Mr. Ricardo Haynes
Independent
Director – Ms. Marilyn Karpoff
Independent
Director – Mr. Gordon Clinkscale
Chairman
– Mr. Eric Collins
Interim
Chief Financial Officer (CFO) – Ms. Adrienne Anderson (1)
Secretary
– Mr. Donald R. Keer
Chief
Operating Officer – Mr. Lance Lehr
(1)
Ms. Anderson submitted her resignation as interim CFO on February 19, 2025.
Our
principal office is located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our corporate website address is www.webstartechnologygroup.com.
Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report.
Forge
Atlanta Subsidiary
Forge
Atlanta, a Georgia limited liability corporation was formed on August 19, 2024 and intends to acquire land, secure financing, manage
the development, and revitalize the Forge Atlanta project. The Managing Partner of Forge Atlanta is the Company’s Chief Executive
Officer, Mr. Ricardo Haynes.
On
April 29, 2025, the Company entered into an Agreement with Urbantec Development Partners, LLC (“Urbantec”) to form a Special
Purpose Vehicle (“SPV”), named Forge Atlanta Asset Management LLC. (“Forge Atlanta”), a 10-acre mixed-use real
estate development in Downtown Atlanta’s Castleberry Hill district. The Company and Urbantec will hold ownerships in Forge Atlanta
of 90% and 10%, respectively, as amended on September 26, 2025.
On
May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $33,000,000.
The property is being sold subject to a non-refundable earnest money payment of $50,000 due on or before May 5, 2025 (“LOI Fee”),
an earnest money payment of $50,000 due at execution of the PSA, and an earnest money payment of $400,000 due 90 days from the PSA date
(currently held in an escrow account). The scheduled closing date of the land purchase is November 25, 2025. Upon closing of the land
purchase, Forge Atlanta will pay Urbantec the sum of $3,000,000. Forge Atlanta shall have the right to extend the closing date to February
6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a non-refundable fee of $150,000, which shall not
be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000 and in June 2025, the Company paid the earnest
money payment of $50,000 due at execution of the PSA.
On
December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”)
through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”)
for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”)
for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to
develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:
1.
Purchase Money Promissory Note for a principal amount of $33,700,000.
The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other
note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension
fee of $150,000 to MCRR. On April 1, 2026, the Note matured. The Note and unpaid accrued interest
are in default and now provide for interest to accrue at 12.5% per annum. The Company is currently in discussions to restructure the terms
of the note. The current discussions also include extending the maturity date of the Note with MCRR to October 1, 2026 and an extension
fee of $900,000 and interest totaling $1,011,000 to be repaid in each of six (6) installments of $318,500 ($168,500 applied to interest
and $150,000 applied to the extension fee) due on April 15, 2026; April 30, 2026, May 30, 2026, June 30, 2026, July 30, 2026, and August
30, 2026.
2.
Short Term Promissory Note for a principal amount of approximately
$32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was
repaid as of January 7, 2026.
2
On
October 28, 2025, the Development Authority of Fulton County (the “Authority”) agreed to issue taxable revenue bonds (“Bonds”)
to Forge Atlanta, subject to the following terms and conditions, among others:
1.
The aggregate principal amount of the Bonds of no greater than
$223,726,750 for the purpose of paying the costs of planning and implementation of the Forge Atlanta project.
2.
The terms of the Bonds will be determined by the Bond purchase
contracts between the Authority and the purchasers of the Bonds.
3.
Simultaneously with the delivery of the Bonds, at the option
of the Company, the proposed Forge Atlanta project will either be leased or sold by the Authority to Forge Atlanta or the Authority will
loan the proceeds from the sale of the Bonds to the Company.
4.
Forge Atlanta will pay the Authority upon the issuance of the
Bonds, a fee of one eight of one percent (0.125%) of the aggregate amount of the Bonds.
Our
Products, Services and Plan of Operation
Since
execution of the above material definitive agreements, the Company is currently an early-stage specialty real estate development company
devoted to the identification, partnership and development of specialty real estate projects in the United States with a focus on multitenant
buildings that can be upgraded to green/energy efficient status and entertainment and resort real estate development.
The
Company will operate under the brand name “Webstar Technology Group” with the consideration given to future name changes
due to a diversification of operations outside of the former business.
Exchange
Licensing Agreement
On
February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology
Group, Inc., entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”). The Agreement
establishes the framework under which Torch will provide blockchain-enabled exchange infrastructure and compliance technology services
in connection with the potential tokenization of certain economic interests associated with the Forge Atlanta development project.
Under
the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643
token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities.
FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility
for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state
securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.
Employees
As
of the date of this report we have one full-time employee and two contractors. We currently rely on our President and Chief Executive
Officer (“CEO”), Ricardo H. Haynes. We are currently utilizing external consultants on a contract basis to assist with our
filings as a public company.
We
intend to hire additional employees on an as-needed basis as our business expands.
3
Legal
Proceedings
We
know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.
Properties
Our
principal offices are located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our telephone number is 404-994-7819. We believe
that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative
space on commercially reasonable terms if and when we need it.
Emerging
Growth Company and Smaller Reporting Company Status
Emerging
Growth Company
We
are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We intend to take advantage of all these exemptions.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay
compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take
advantage of the benefits of this extended transition period.
We
could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity
offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more
than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined
in Rule 12b-2 under the Exchange Act.
Smaller
Reporting Company
We
also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a
public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer
an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those
of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.