WBSR 10-K & 10-Q changes, risk factors and insider trading

The Company has entered into a major development opportunity that is the “Atlanta Forge” project and the failure or success of the project could have a material impact on the success of the Company.

The Company has closed on a Commercial Purchase and Sale Agreement with McCall Railroad for the acquisition of the Atlanta Forge Site, which consists of approximately 10 acres in south midtown Atlanta. McCall Railroad currently holds a first mortgage on the site subject to payments by the Company. Failure to consistently make payments or re-finance the property could result in foreclosure of the property and loss of the opportunity by the Company.

The following discussion represents a comparison of our results of operations for the years ended December 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.

Net Revenues

For the years ended December 31, 2025 and 2024, we had no revenues.

Cost of Sales

For the years ended December 31, 2025 and 2024, we had no cost of sales as we had no revenues.

Operating expenses

For the year ended December 31, 2025, we had general and administrative expenses of $495,831 primarily due to professional fees of $102,655, rent expense of $4,565, investor relations costs of $28,426, consulting fees of $342,660, travel costs of $8,318, and general and administration costs of $9,207, as a result of adding administrative infrastructure for our anticipated business development.

For the year ended December 31, 2024, we had general and administrative expenses of $398,058 primarily due to professional fees of $20,601, compensation costs of $238,066, consulting fees of $134,161, travel costs of $5,000, and general and administration costs of $230, as a result of adding administrative infrastructure for our anticipated business development.

Other Expense

Other expense for the year ended December 31, 2025 totaled $835,559 primarily due to interest expense – original issue discount of $649,366, interest expense – related party of $80,000, and interest expense of $114.899, compared to other expense of $4,101,910 for the year ended December 31, 2024 primarily due to loss on extinguishment of debt with a related party of $4,021,910 and interest expense – related party of $80,000.

Net loss before income taxes

Net loss before income taxes for the year ended December 31, 2025 totaled $1,331,390 primarily due to (increases/decreases) in professional fees, investor relations costs, consulting fees, travel, rent, and general and administration costs compared to a loss of $4,499,968 for the year ended December 31, 2024 primarily due to (increases/decreases) in professional fees, compensation costs, and consulting fees.

Assets and Liabilities

Assets were $37,985,344 as of December 31, 2025. Assets consisted primarily of cash of $4,271, project development - related expenses of $3,310,470, land and land acquisition - related expenses of $34,658,198 (consisting primary of land purchases), and prepaid expenses and other current assets of $12,405. Liabilities were $40,292,845 as of December 31, 2025. Liabilities consisted primarily of accounts payable of $294,323, accrued expenses of $303,341, due to related party of $142,874, short term notes payable of $205,880, promissory notes payable of $37,388,940, net of unamortized debt issuance costs of $135,983, liability for condominium of $584,918, less unamortized issuance costs of $735,082, convertible note payable – related party of $1,000,000, accrued interest of $113,026, accrued interest – related party of $135,358, long term notes payable of $100,000, and other current liabilities of $24,185.

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 $48,867,619 at December 31, 2025, had a working capital deficit of $1,622,583 and $1,081,236 at December 31, 2025 and 2024, respectively, had a net loss of $1,331,390 and $4,499,968 for the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $761,410 and $111,934 for the years ended December 31, 2025 and 2024, respectively, with no revenue earned since inception, and a lack of operational history. In addition, as of April 1, 2026, the Purchase Money Promissory Note for a principal amount of $33,700,000 and unpaid accrued interest matured and are in default. 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 year ended December 31, 2025 of $4,251 resulting from cash provided by financing activities of $765,661, offset partially by cash used in operating activities of $761,410.

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 year ended December 31, 2025, net cash used in operations was $761,410 compared to net cash used in operations of $111,934 for the year ended December 31, 2024. Net cash used in operations was primarily due to a net loss of $1,331,390 for year ended December 31, 2025 and the changes in operating assets and liabilities of $70,886, primarily due to the changes in inventory of $37,968,668, deposits in conjunction with debt of $36,832,992, deposits in conjunction with accrued expense of $303,341, prepaid expenses and other current assets of $7,944, accounts payable of $289,294, accrued expenses – related party of $250,000, accrued interest of $113,026, accrued interest – related party of $80,000, and other current liabilities of $21,185. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the accretion of original issuance costs of $640,866.

For the year ended December 31, 2024, net cash used in operations was primarily due to a net loss of $4,499,968 and the changes in operating assets and liabilities of $306,124, primarily due to the changes in accrued payroll of $243,066, accrued interest – related party of $80,000, and accounts payable of $2,909, offset partially by the change in prepaid expenses of $19,851. In addition, net cash used in operating activities includes adjustments to reconcile net profit from consulting services added to due to stockholder of $60,000, and the settlement of liabilities for common stock of $4,021,910.

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

Cash Flows from Financing Activities – For the year ended December 31, 2025, net cash provided by financing was $765,661, due to proceeds from long term notes payable of $100,0000, proceeds from short term convertible notes of $374,430, proceeds from short term loans payable of $512,500, capital contribution from shareholder of $125, offset partially by repayments of convertible notes of $60,550, repayments of promissory notes of $12,500, and repayments of advances from a related party of $148,344, compared to cash provided by financing activities of $111,784 for the year ended December 31, 2024 due to advances from stockholders of $70,566 and advances from a related party of $41,218.

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 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 42,857 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 404,228,842.

Short Term Notes Payable

During the year ended December 31, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and December 2026 for aggregate gross proceeds of $334,930 and had repayments totaling $60,550. 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 year ended December 31, 2025, several Notes were converted into 4,071,429 of the Company’s common shares. The Company has a balance owed of $205,880 and $0 at December 31, 2025 and 2024, respectively.

In January 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and January 2027 for aggregate gross proceeds of $731,600. 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 $0.04 and $0.20 per share into the Company’s common stock. 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 Note holders may be entitled to take various actions, which may include the acceleration of amounts due under the Notes.

Due from Related Party

During the years ended December 31, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $151,344 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 due from related party of $107,126 and a balance owed to related party of $41,218 at December 31, 2025 and 2024, respectively, and these advances have been presented as advance from related party on the accompanying balance sheets.

Promissory Note Payable

Webstar

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

During the year ended December 31, 2025, the Company entered into a promissory note with a third party of $3,000,000 and is non-interest bearing. The promissory note is 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:

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.

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:

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:

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.

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.