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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after December 31, 2025 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended December 31, 2025, except for the following:

 

Regulation A Offering

 

The Company filed a Regulation A Offering on March 17, 2025 with the Securities and Exchange Commission (“SEC”) for an offering up to $10 million of our common stock at $7 per shares. At the time of this filing, the Regulation A Offering has not been declared effective by the SEC and we have not sold any shares of our common stock.

 

Promissory Note

 

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 January 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 $0.20 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.

 

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 Company will recover the deposit of $29,750 from the purchasing individuals. 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.

 

Exchange Licensing Agreement

 

On February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology Group, Inc. (the “Company”), 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.

 

MCRR Promissory Note

 

On February 17, 2026, the Company paid the extension fee of $150,000 to MCRR. On April 1, 2026, the Purchase Money Promissory Note with MCRR 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.