| DESCRIPTION OF BUSINESS |
NOTE
1 - DESCRIPTION OF BUSINESS
Webstar
Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was previously established
for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two license agreements with
a related party to license proprietary software technology solutions, i.e., Gigabyte Slayer and WARP-G.
During
the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:
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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. |
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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. |
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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.
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. |
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.
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. |
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