Webstar Technology Group Inc.: Form 10-Q for the period ended Mar 31, 2026

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

The Company

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

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

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

2) On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. (“ECO”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis.

3) One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.

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

As a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr. Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024.

Under the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors and as new officers as follows:

President/Chief Executive Officer - Mr. Ricardo Haynes

Independent Director – Ms. Marilyn Karpoff

Independent Director – Mr. Gordon Clinkscale

Chairman – Mr. Eric Collins

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

Secretary – Mr. Donald R. Keer

Chief Operating Officer – Mr. Lance Lehr

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

Our principal office is located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our corporate website address is www.webstartechnologygroup.com (http://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.

On October 28, 2025, the Development Authority of Fulton County (the “Authority”) agreed to issue taxable revenue bonds (“Bonds”) to Forge Atlanta, subject to the following terms and conditions, among others:

1. The aggregate principal amount of the Bonds of no greater than $223,726,750 for the purpose of paying the costs of planning and implementation of the Forge Atlanta project.

2. The terms of the Bonds will be determined by the Bond purchase contracts between the Authority and the purchasers of the Bonds.

3. Simultaneously with the delivery of the Bonds, at the option of the Company, the proposed Forge Atlanta project will either be leased or sold by the Authority to Forge Atlanta or the Authority will loan the proceeds from the sale of the Bonds to the Company.

4. Forge Atlanta will pay the Authority upon the issuance of the Bonds, a fee of one eight of one percent (0.125%) of the aggregate amount of the Bonds.

Our Products, Services and Plan of Operation

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

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

Exchange Licensing Agreement

On February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology Group, Inc., entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”). The Agreement establishes the framework under which Torch will provide blockchain-enabled exchange infrastructure and compliance technology services in connection with the potential tokenization of certain economic interests associated with the Forge Atlanta development project.

Under the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643 token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities. FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.

Limited Operating History; Need for Additional Capital

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

Overview

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

Plan of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following discussion represents a comparison of our results of operations for the three months ended March 31, 2026 and 2025. The results of operations for the periods shown in our audited condensed financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

Net Revenues

For the three months ended March 31, 2026 and 2025, we had no revenues.

Cost of Sales

For the three months ended March 31, 2026 and 2025, we had no cost of sales as we had no revenues.

Operating expenses

Operating expenses increased by $111,368, or 269.1%, to $152,746 for three months ended March 31, 2026 from $41,378 for the three months ended March 31, 2025 primarily due to increases in consulting fees of $96,375, travel costs of $6,255, insurance costs of $26,044, rent of $5,484, and general and administration costs of $3,517, offset primarily by decreases in professional fees of $25,873 and investor relations costs of $434, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended March 31, 2026, we had general and administrative expenses of $152,746 primarily due to professional fees of $6,809, insurance costs of $26,044, rent expense of $6,069, travel costs of $6,255, investor relations costs of $1,925, consulting fees of $101,375, and general and administration costs of $4,269, as a result of adding administrative infrastructure for our anticipated business development.

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

Other Expense

Other expense for the three months ended March 31, 2026 totaled $1,295,926 primarily due to interest expense, compared to other expense of $20,000 for the three months ended March 31, 2025 primarily due to interest expense.

Net loss before income taxes

Net loss before income taxes for the three months ended March 31, 2026 totaled $1,448,672 primarily due to (increases/decreases) in professional fees, investor relations costs, insurance costs, travel costs, consulting fees, rent, and general and administration costs compared to a loss of $61,378 for the three months ended March 31, 2025 primarily due to (increases/decreases) in compensation costs, professional fees, consulting fees, and travel costs.

Assets and Liabilities

Assets were $38,078,695 as of March 31, 2026. Assets consisted primarily of cash of $1,271, project development - related expenses of $3,370,470, land and land acquisition - related expenses of $34,658,198 (consisting primary of land purchases) and prepaid expenses of $48,756. Liabilities were $40,543,284 as of March 31, 2026. Liabilities consisted primarily of accounts payable of $88,668, accrued expenses of $300,000, due to related party of $179,174, short term notes payable of $898,480, promissory notes payable of $37,276,706, net of unamortized debt issuance costs of $42,425, liability for condominium of $1,128,584, less unamortized issuance costs of $191,416, convertible note payable – related party of $1,000,000, accrued interest of $621,258, accrued interest – related party of $155,358, long term notes payable of $100,000, and other current liabilities of $23,640.

Liquidity and Capital Resources

Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $50,178,586 at March 31, 2026, had a working capital deficit of $2,464,589 and $1,622,583 at March 31, 2026 and December 31, 2025, respectively, had a net loss of $1,448,672 and $61,378 for the three months ended March 31, 2026 and 2025, respectively, and net cash used in operating activities of $512,908 and $31,341 for the three months ended March 31, 2026 and 2025, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

General – Overall, we had a decrease in cash flows for the three months ended March 31, 2026 of $3,000 resulting from cash used in operating activities of $512,908, offset partially by cash provided by financing activities of $509,908.

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

Cash Flows from Operating Activities – For the three months ended March 31, 2026, net cash used in operating activities was $512,908 compared to net cash used in operating activities of $31,341 for the three months ended March 31, 2025. Net cash used in operating activities was primarily due to a net loss of $1,448,672 for three months ended March 31, 2026 and the changes in operating assets and liabilities of $297,340, primarily due to the changes in inventory of $60,000, deposits in conjunction with accrued expenses of $3,341, prepaid expenses of $36,351, accounts payable of $205,655, and other current liabilities of $545, offset primarily by accrued expenses of $75,000, accrued interest of $508,232, and accrued interest – related party of $20,000. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the accretion of debt discount of $638,424.

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

Cash Flows from Investing Activities – For the three months ended March 31, 2026 and 2025, the Company had no cash flows from investing activities.

Cash Flows from Financing Activities – For the three months ended March 31, 2026, net cash provided by financing activities was $509,908, due to proceeds from short term convertible notes of $755,600, proceeds from short term loans payable of $56,000, repayments of promissory notes of $262,992, and repayments of advance from related party of $38,700 compared to cash provided by financing activities for the three months ended March 31, 2025 of $31,580, due to proceeds from short term convertible notes of $8,000, proceeds from short term loans payable of $49,800, and repayments of advance from related party of $26,220.

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

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

Common Stock

During the three months ended March 31, 2026, several convertible promissory notes totaling $63,000 were converted into 1,329,762 of the Company’s common shares.

During the year ended December 31, 2025, several convertible promissory notes totaling $105,000 were converted into 4,071,429 of the Company’s common shares.

During the year ended December 31, 2025, a convertible promissory note totaling $3,000 was converted into 42,857 of the Company’s common shares. To date, these shares have not been issued and therefore, are now in default. The Company is currently in the process of issuing these shares. Until such time as the shares are issued, the Company has presented these shares as common stock to be issued on under other current liabilities in the accompanying balance sheets.

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

As of December 31, 2025, the Company has not issued a total of 1,415,476 common shares due to several third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company’s outstanding shares balance of 405,558,604.

Short Term Notes Payable

In April 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in March 2027 for aggregate gross proceeds of $20,000. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.03 and $0.08 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes.

During the three months ended March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and March 2027 for aggregate gross proceeds of $755,600. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During the three months ended March 31, 2026 and 2025, several Notes totaling $63,000 and $8,000 were converted into 1,329,762 and 114,286, respectively, of the Company’s common shares. The Company has a balance owed of $898,480 and $205,880 at March 31, 2026 and December 31, 2025, respectively.

Due from Related Party

During the three months ended March 31, 2026 and 2025, the Company received no working capital advances and made repayments of $38,700 and $26,220, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due to related party of $132,326 and $107,126 at March 31, 2026 and December 31, 2025, respectively, and these advances have been presented as due to related party on the accompanying balance sheets.

Promissory Note Payable

Webstar

On April 10, 2026, the Company entered into a promissory note with a director of the Company for a principal amount of $70,500 ($50,000 cash was received) due April 23, 2026 which was issued at a $20,500 original issue discount from the face value of the promissory note. The note is in default and as provided in the note, the noteholder is entitled to a default charge of $500 plus interest will accrue at a rate of thirty-nine percent (39%). The Company is currently in discussions to restructure the terms of this note

On July 22, 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025.

In June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.

Forge Atlanta

On March 25, 2026, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $7,200 ($6,000 cash was received) due July 31, 2026 which was issued at a $1,200 original issue discount from the face value of the investment agreement. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.

On February 17, 2026, Forge Atlanta entered into a promissory note with a third party of $50,000 bearing no interest and was due February 27, 2026. This note is currently in default. Upon an Event of Default, unpaid amounts shall bear interest at Thirty percent (30%) per annum.

During the year ended December 31, 2025, the Company entered into promissory notes with a third party totaling $300,000 and is non-interest bearing. The promissory notes are due if Forge Atlanta does not acquire the land purchase as described in Note 1.

On December 17, 2025, the Company entered into a Commercial Purchase and Sale Agreement, as amended (the “Purchase and Sale Agreement”) through its subsidiary Forge Atlanta (the “Purchaser”), with McCall Railroad, LLC (“MCRR” or the “Seller”) for commercial properties designated as Land Lots 84 and 85 of the 14th District, Fulton County, Georgia (the “Property”) for a total purchase price of $34,500,000 (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes. The Company entered into two promissory notes with Seller as follows:

1. Purchase Money Promissory Note for a principal amount of $33,700,000. The note bears interest at a rate of 6% per annum and is due March 2, 2026. As long as the Company is not in default of this or any other note, the note may be extended to April 1, 2026 with an extension fee of $150,000. On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Note matured. The Note and unpaid accrued interest are in default and now provide for interest to accrue at 12.5% per annum. The Company is currently in discussions to restructure the terms of the note. The current discussions also include extending the maturity date of the Note with MCRR to October 1, 2026 and an extension fee of $900,000 and interest totaling $1,011,000 to be repaid in each of six (6) installments of $318,500 ($168,500 applied to interest and $150,000 applied to the extension fee) due on April 15, 2026; April 30, 2026, May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026.

2. Short Term Promissory Note for a principal amount of approximately $32,992 due December 29, 2025 and is non-interest bearing. The note is personally guaranteed by the Company’s CEO. The note was repaid as of January 7, 2026.

On December 9, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $220,000 ($160,000 cash was received) due April 9, 2026 which was issued at a $60,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,909 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $49,091 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the unaudited condensed consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $80,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $360,000 as of December 31, 2025. In addition, the investment agreement provides the noteholder with 0.0292% equity in the Forge Atlanta project and a cash-settled right to receive 0.0292% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.

On December 4, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $341,931 ($240,000 cash was received) due June 4, 2026 which was issued at a $101,931 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $15,039 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $86,892 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the unaudited condensed consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $64,918 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $375,082 as of December 31, 2025. In addition, the investment agreement provides the noteholder with 0.034% equity in the Forge Atlanta project and a cash-settled right to receive 0.034% of the net revenue generated by the Forge Atlanta project. The note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the note holder may be entitled to take various actions, which may include the acceleration of amounts due under the note.

On September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $100,000 due September 2027 and bearing interest at 12%. In addition, the investment agreement provides the noteholder with 0.00028% equity in the Forge Atlanta project.

On September 17, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $120,000 ($100,000 cash was received) due October 31, 2025 which was issued at a $20,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall receive 300,000 common shares of Webstar, valued at $9,000 (based on the estimated fair value of the stock on the date of note) and is recorded as interest expense in the unaudited condensed consolidated Statements of Operations. Forge Atlanta recorded original issue discount accretion of $20,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. The note was repaid as of January 7, 2026.

On September 19, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $110,000 ($100,000 cash was received) due November 30, 2025 which was issued at a $10,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $10,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the unaudited condensed consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $440,000 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025 and has an unamortized original issue discount of $0 as of December 31, 2025. After the occurrence of a default as provided in the note, the noteholder shall retain the right to receive the condominium plus interest at 30% per annum on the note. The note was repaid as of January 7, 2026.

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

In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for our capital needs by obtaining capital from management and significant stockholders sufficient to meet its operating expenses. Further, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

Owens Settlement

On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock.

The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure.

In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company’s legal costs associated with contingent liabilities are recorded to expense as incurred.

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

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

Off-Balance Sheet Arrangements

As of March 31, 2026, we have not entered into any transaction, agreement or other contractual arrangement with an entity under which it has:

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

34

Inflation

We do not believe that inflation has had a material effect on our results of operations.

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.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

Management’s Report on Internal Controls over Financial Reporting

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Based on that assessment, management believes that, as of March 31, 2026, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

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

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

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

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

Management’s Remediation Plan

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

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

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

The remediation efforts set out herein will be implemented in the 2027 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our condensed financial statements for the three months ended March 31, 2026 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ending March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.