v3.26.3
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – 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:

 

Promissory Note

 

Subsequent to December 31, 2025, 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 $767,800. 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.

 

Short Term Notes Payable

 

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.

 

Subsequent to December 31, 2025, the Company entered into several investment agreements with third parties for a total principal amount of $63,500 ($55,000 cash was received) due at various dates from July 7, 2026 through August 31, 2026 which was issued at an $8,500 original issue discount from the face value of the investment agreement. The note is in default and the Company is currently in discussions to restructure the terms of this note.

 

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”).

 

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 and was in default. On May 27, 2026, the Company entered into a Modification Agreement (“Modification”) in which the Purchase Money Promissory Note is extended to October 1, 2026 and a total of $1,011,000 of interest (“Accrued Interest”) and a total of $900,000 of extension fee (“Extension Fee”) is to paid as follows:

 

1.Per the terms of the Modification, Forge has previously paid MCRR a total of $50,000 of which $35,000 shall be nonrefundable and shall be treated as a payment toward the Extension Fee and $15,000 has been paid as a nonrefundable reimbursement of MCRR’s legal fees.

 

2.$50,000 shall be paid by Forge to MCRR by close of business on June 2, 2026 as an additional payment toward the Extension Fee. As of September 9, 2026, the Company has paid this extension fee.

 

 

3.A payment of $612,000 shall be paid by Forge to MCRR on or before June 30, 2026. The June 30, 2026 payment represents (i) $337,000 to be credited by MCRR against Accrued Interest, and (ii) $360,000 against the Extension Fee, less the total of $85,000 of Extension Fee previously noted in #1 and #2 above. As of September 23, 2026, the Company has paid $60,500 of the required Extension Fee of $275,000. As of the date of this filing, the Company has not paid the $337,000 Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

4.If Forge is unable to make the full June 30, 2026 payment on or before June 30, 2026, Forge may defer the unpaid balance of the June 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before June 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“June 30 Deferral Option”). If Forge timely makes such $100,000 payment, then (i) the remaining balance of the June 30, 2026 payment in the amount of $512,000 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $337,000 of Accrued Interest and $175,000 of remaining Extension Fee. In the event that Forge exercises the June 30 Deferral Option, the aggregate amount of $185,000, consisting of the $35,000 Extension Fee payment in #1 above, the $50,000 Extension Fee payment in #2 above, and the $100,000 Extension Fee payment described in this Section #4, shall be deemed a non-creditable Extension Fee amount (the “Non- Creditable June Deferral Amount”) and shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this June Deferral Option, or fails to pay the Deferred June 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

5.A payment of $348,500 shall be paid by Forge to MCRR on or before July 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

6.If Forge is unable to make the full July 30, 2026 payment on or before July 30, 2026, Forge may defer the unpaid balance of the July 30, 2026 payment to August 30, 2026 by paying MCRR $100,000 on or before July 30, 2026, which payment shall be treated as a payment toward the Extension Fee (“July Deferral Option”). If Borrower timely makes such $100,000 payment, then (i) the remaining balance of the July 30,2026 payment in the amount of $248,500 shall be due and payable on August 30, 2026, in addition to all other amounts then due, and shall consist of $168,500 of Accrued Interest and $80,000 of remaining Extension Fee. In the event that Borrower exercises the July Deferral Option such $100,000 Extension Fee payment shall be deemed a non-creditable Extension Fee amount (the “Non-Creditable July Deferral Amount”) and, together with the Non-Creditable June Deferral Amount, shall not be included in the Extension Fee Credit described in #10 below. If Borrower fails to timely pay the $100,000 required to exercise this July Deferral Option, or fails to pay the Deferred July 30 Balance on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

7.A payment of $348,500 shall be paid by Forge to MCRR on or before August 30, 2026, which shall consist of $168,500 to be credited against Accrued Interest and $180,000 of the Extension Fee; provided, however, that if Forge has exercised the June Deferral Option and/or the July Deferral Option, then the Deferred June 30 Balance and/or the Deferred July 30 Balance, as applicable, shall also be due and payable on August 30, 2026. For avoidance of doubt, if both deferral options are timely exercised, the total amount due on August 30, 2026 shall be $1,109,000, consisting of the $348,500 scheduled August 30 payment, the $512,000 Deferred June 30 Balance, and the $248,500 Deferred July 30 Balance. If Borrower fails to pay the balance due on August 30, 2026, such failure shall constitute a default under this Modification and the Loan Documents. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

8.A payment of $517,000 shall be paid by Forge to MCRR on or before September 30, 2026, which shall consist of $337,000 to be credited against Accrued Interest and $180,000 of the Extension Fee. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

9.The Note principal and all remaining accrued but unpaid interest shall be due and payable on October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.

 

10.If the Note is paid in full on or before October 1, 2026, the amount then required to pay the Note in full shall be reduced by the amount of the Extension Fee that has actually been paid by Forge to MCRR, but only to the extent such amount is expressly creditable under this Modification. Any unpaid balance of the Extension Fee shall be waived if the Note is paid in full on or before October 1, 2026. As of the date of this filing, the Company has not made any additional payments toward the Extension Fee or Accrued Interest payment. MCRR has not informed the Company is that it is in default of the Note and has extended the grace period to allow the Company to become current with the Note. The grace period is not yet determined based on confirmation that the Company can obtain the necessary funding to make the required Modification payments.