UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Webstar Technology Group, Inc. ~~(Name of Registrant As Specified In Its Charter)~~

(Name of Registrant As Specified In Its Charter)

Wyoming

000-56268

37-1780261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

330 112th Ave NE #300 Bellevue, WA		98004
1100 Peachtree St NE Suite 200, Atlanta, GA		30309
(Address of principal executive offices)		(Zip Code)

(~~904~~404) ~~312~~ 994-~~9681~~7819

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $10,~~680~~487,~~450~~729.

As of ~~March~~April 2930, ~~2024~~2025, , there were ~~158~~400,~~271~~185,~~000~~985 shares of common stock, par value $0.0001 per share and 1,000 shares of Series A Preferred Stock, $0.0001 par value per share of the registrant outstanding.

TABLE OF CONTENTS

Item Number and Caption		Page
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	79
Item 1B.	Unresolved Staff Comments	1918
Item 1C.	Cybersecurity	1918
Item 2.	Properties	2019
Item 3.	Legal Proceedings	2019
Item 4.	Mine Safety Disclosures	2019
PART II		2120
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2120
Item 6.	Selected Financial Data	2322
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2925
Item 8.	Financial Statements and Supplementary Data	2925
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2925
Item 9A.	Controls and Procedures	3026
Item 9B.	Other Information	3026
PART III		3127
Item 10.	Directors, Executive Officers and Corporate Governance	3127
Item 11.	Executive Compensation	3529
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3931
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4132
Item 14.	Principal Accountant Fees and Services	4334
PART IV		4135
Item 15.	Exhibits, Financial Statement Schedules	4435
SIGNATURES		4738

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

ITEM 1. BUSINESS.

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. The Company has been focused in large part on organizational activities and the development of its business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software solution that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020. In 2022, the Company took a three-pronged approach to commercialize its business: 1) sub-license the Gigabyte Slayer and WARP-G software; 2) acquire rights to additional technology; 3) sell the right to sublicense the software.

~~Our principal~~During ~~office~~the isyear ~~located~~ended atDecember ~~330 112th Ave NE #300~~31, ~~Bellevue~~2024, WAthe ~~98004. Our corporate website address is www.webstartechnologygroup.com.~~Company ~~Information~~entered ~~contained~~into ~~on,~~several ormaterial ~~accessible~~definitive ~~through,~~agreements ~~our~~as ~~website~~summarized ~~is not a part of, and is not incorporated by reference into, this report.~~below:

~~Our Products~~1) On June 14, ~~Services~~2024 (“Closing”), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and ~~Plan~~Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of ~~Operation~~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.

~~Gigabyte Slayer~~2) ~~Software~~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.

~~Gigabyte Slayer~~3) isOne aJune ~~distinct~~21, ~~mobile~~2024, ~~application~~the ~~created~~Company toentered ~~enable~~into ~~users~~a tomaterial ~~transmit~~definitive ~~more~~agreement ~~data~~with ~~over~~Webnet ~~existing~~Technologies ~~data~~Incorporated ~~streams~~(“Webnet”), toa ~~optimize~~Wyoming ~~data~~corporation ~~usage across~~owned ~~mobile~~and ~~devices~~controlled ~~including~~by ~~smartphones~~James ~~and~~Owens, ~~tablets.~~for ~~The~~the ~~application~~acquisition isof ~~designed~~licenses tofor ~~eliminate~~the ~~video~~use, ~~streaming~~development ~~delays~~ and ~~reduce~~commercialization ~~customers’ data~~of ~~plan~~Gigabyte ~~bandwidth~~Slayer ~~usage~~and ~~from~~WARP-G ~~any~~software. 3GAs orconsideration 4Gfor ~~LTE~~the ~~cell~~licenses, ~~phone~~Webnet ~~network~~assumed ~~provider.~~liabilities ~~The~~of ~~application~~the isCompany, ~~designed~~specifically related to ~~deliver~~accrued ~~live~~salaries ~~video~~and ~~streams, video~~related ~~downloads~~expenses of $3,317,472 and ~~large~~a ~~data~~cash ~~files~~payment ~~more~~of ~~efficiently~~$22,869 bywhich ~~using~~was ~~new~~applied ~~proprietary~~to ~~data~~Webstar’s ~~compression~~accounts ~~technology.~~payable ~~This~~at ~~technology~~the ~~significantly reduces~~time of the ~~data~~same ~~package~~amount. ~~size~~Due ~~and~~to ~~enhances~~the related party nature of the ~~data~~transaction, ~~traffic~~the ~~control~~assumption ~~between~~of ~~cell~~the ~~phone~~liabilities ~~provider~~has ~~data~~been ~~downloads~~recorded ~~and~~as ~~uploads~~an increase to ~~customers’ mobile~~additional ~~devices~~paid in capital of $3,340,341.

~~Web browsers~~4) ~~perform~~On ~~various~~June ~~levels~~24, ~~of caching data~~2024, the ~~practice~~Company ofagreed ~~storing~~to ~~data~~acquire inthe assets and ~~retrieving~~intellectual ~~data~~property ~~from~~associated awith ~~memory~~the ~~device.~~Bear ~~Unfortunately~~Village, ~~many~~ ~~use~~Inc. ~~unsophisticated~~family ~~cache~~resort ~~control~~developments ~~capabilities.~~from InThunder ~~comparison~~Energies Corporation, ~~Gigabyte~~an ~~Slayer~~entity ~~data~~owned ~~compression~~and iscontrolled ~~capable~~by ~~of optimizing~~ the ~~high bandwidth~~Purchasers ~~downloads~~of ~~and returns~~ the ~~data to users~~Company’s ~~mobile~~Preferred ~~devices~~Stock. ~~This~~An ~~process~~asset issale ~~expected~~agreement towas ~~dramatically~~executed ~~reduce~~on ~~the~~July ~~data bandwidth needed when watching online videos~~15, ~~playing~~2024 ~~online~~between ~~games,~~the orCompany ~~simply~~and ~~downloading~~the ~~large~~selling ~~data files~~entity. ~~The~~Pursuant ~~service is targeted~~ to ~~enter~~ the ~~mobile~~ ~~device~~agreement, ~~market~~the byCompany ~~offering~~agreed ~~application~~to ~~downloads~~issue ~~with~~the aselling ~~monthly~~entity ~~service~~201,057,278 ~~fee.~~shares Aof ~~smartphone~~common ~~and~~as ~~tablet~~consideration ~~user~~for ~~utilizing~~ the ~~Gigabyte Slayer~~assets ~~application~~acquired isrelated ~~expected~~ to beBear ~~able to decrease their data usage on their current data plan~~Village, ~~at no additional cost, from their cell phone provider~~Inc. ~~Further,~~These ~~Gigabyte~~shares ~~Slayer~~were isissued ~~designed~~ to ~~eliminate~~the ~~downloads~~sellers ~~“buffering”~~on ~~currently~~October ~~experienced~~1, by2024 ~~many current~~(see ~~applications~~Note 3).

~~WARP-G~~As a result of the sale of ~~Software~~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.

~~WARP-G is~~Under athe ~~business-to-business~~terms ~~software~~of ~~solution~~the ~~that companies can use on an enterprise wide basis to transmit more data over existing data~~Preferred ~~streams~~Stock topurchase ~~optimize~~agreement, ~~their~~the ~~data~~Purchases ~~usage.~~were ~~The~~permitted ~~software is designed~~ to ~~enable~~elect ~~enterprise~~representatives ~~users~~ to ~~deliver~~serve ~~faster~~on ~~data streams, experience shorter download/upload times and increase~~ the ~~volume~~Board ~~and speed~~ of ~~the~~Directors ~~data. The software is designed~~ to ~~create~~fill ~~less~~the ~~congestion and increase~~seat(s) ~~the~~vacated ~~speed~~by ofprior ~~packets~~directors ~~being~~and ~~delivered~~as ~~more efficiently by using~~ new ~~proprietary~~officers ~~data~~as ~~compression technology. This technology is expected to allow the enterprise users to push more data through existing pipelines meeting increasing consumer video demands and other large files.~~follows:

1Chairman/Chief Executive Officer - Mr. Ricardo Haynes

~~Plan~~Independent ofDirector ~~Operation~~– Ms. Marilyn Karpoff

~~Management~~Independent ~~has~~Director ~~decided~~– ~~that the fastest way to get the Company’s technologies to market is to not bear the burden ourselves~~Mr. ~~Numerous~~Gordon third parties already have the requisite infrastructure in place and there is no need for the Company to re-build those elements. Additionally, the third parties we seek to align ourselves with, are better positioned to handle the retail, business and governmental marketing sectors worldwide. They will be experienced, globally well-known entities with everything already in place for a quick launch/utilization of the Company’s technology.Clinkscale

~~There~~President ~~are~~– ~~three~~Mr. ~~main~~Eric paths that the Company is pursuing: 1) licensing the technology to third parties; 2) selling the technology via permanent license to a third-party; 3) acquisition of the Company by a third party via a change of control of the Company; all of which would generate up-front and residual revenues for the Company.Collins

~~Our~~Interim ~~Competitive~~Chief ~~Strengths~~Financial Officer (CFO) – Ms. Adrienne Anderson

WeSecretary ~~plan~~– toMr. beDonald ~~an innovative technology company, which will develop brands, products, and services with competitive advantages and value for the public and industry alike~~R. ~~This will include:~~Keer

a)Chief Operating ~~Our~~Officer ~~technology~~ – ~~our brands, products, and services – which we believe will be innovative, disruptive and unique~~Mr. b)Lance Positioning of our brands, products, and services with varying sales strategies specific to the differing markets. These offerings include: (1) Data Encryption (security), (2) Data Compression (Bandwidth) and (3) Data Delivery (Speed). c) Executive corporate leadership who understand the global opportunities and implications our brands, products, and services provide. Leadership that can position those offerings as innovative solutions which enable corporate growth and longevity, and position us for future growth. d) Experienced marketing, design, and product support to bring our offerings to market in a powerful way. e) Executives and employees with a unique blend of skills and successful track record operating and managing Software-as-a-Service (SaaS) across industry sectors. f) Our knowledge and experience in creating, managing and implementing complex software products and services focused on industry-disruptive global solutions, with the highest degree of consistent, secure application use.Lehr

~~Market~~Ms. Anderson submitted her ~~Opportunity~~resignation as interim CFO on February 19, 2025 but continues to provide financial reporting related services to the Company on a consulting basis.

~~We have identified significant, targeted opportunities to market and sell our products and services.~~ Our ~~plans~~principal ~~include~~office ~~providing~~is ~~licensing~~located ~~agreements~~at ~~with~~1100 ~~Fortune~~Peachtree ~~100~~St ~~technology~~NE, ~~and~~Suite ~~telecommunications~~200, ~~companies as well as through e-commerce channels~~Atlanta, ~~colleges~~GA ~~and~~30309. ~~universities and~~Our ~~other~~corporate ~~educational~~website ~~and~~address ~~certification~~is ~~entities~~www.webstartechnologygroup.com. InInformation contained ~~addition~~on, weor ~~will~~accessible ~~leverage~~through, our ~~go-to-market~~website ~~strategy~~is ~~and~~not ~~sales~~a &part ~~marketing best-practices in conjunction with the intellectual property license from Soft Tech. Our leadership and personnel have experience marketing~~of, ~~selling~~ and ~~supporting~~is ~~software~~not ~~solutions~~incorporated ~~which~~by wereference ~~plan~~into, tothis ~~provide our customers~~report.

a) Data Compression Software. Based on our continuing work with multiple large cellular companies, we are not aware of any data compression products or services that can increase data throughput at rates on mobile devices similar to the rates achievable with the proprietary Gigabyte Slayer software. b) Data Efficiency and Faster Transmission Enterprise Software. Based on our current experience with large cellular companies, we are not aware of any product or services that can allow data to be transmitted, uploaded and downloaded, at speeds similar to the rates achievable with the proprietary WARP-G software.1

2Our Products, Services and Plan of Operation

c)Since ~~Pioneer~~execution of ~~Data Delivery Innovation. Given~~ the ~~substantial~~above material ~~expansion~~definitive ~~of the mobile device market and the increasing global demand for data access on the cable and telecommunications companies~~agreements, ~~we believe~~ the ~~licensed~~Company Gigabyte Slayer and WARP-G software solutions will become disruptive technologies capable of reducing the constraints of data delivery and data commerce facing the public, these companies and the industry as a whole. d) Game-Changing Apps. Mobile device and smart device users’ demand for more data and a continually expanding user base will continue to pressure data network providers. The Gigabyte Slayer software is ~~expected~~currently toan ~~not only meet ever~~early-~~increasing~~stage ~~consumer~~specialty ~~and~~real ~~corporate~~estate ~~demand~~development ~~for~~company ~~more~~devoted ~~data access with less buffering, it is expected~~ to ~~reduce pressure on overburdened provider networks. In addition,~~ the ~~Gigabyte Slayer software will function on mobile devices independent from support of mobile device manufacturers. e) Effective Go-To-Market Strategies. We plan to implement go-to-market strategies~~identification, partnership ~~led by our experienced executive team, utilizing corporate strategies~~ and ~~best-practices~~development toof ~~produce~~specialty ~~expected~~real ~~profitable~~estate ~~revenue~~projects ~~channels~~ in the ~~retail~~United ~~B2C~~States ~~markets~~with ~~through~~a ~~e-commerce~~focus ~~solutions,~~on asmultitenant ~~well~~buildings asthat ~~B2B~~can ~~and~~be ~~B2ED revenue channels via global strategic partnerships and licensing agreements we plan~~ upgraded to pursue. f) Global marketplace issues to be addressed by our Software solutions: (1) Cyber-security - Protecting information, identity and data for both individuals as well as businesses is a huge global issue, (2) Lost connections, buffering delays, bandwidth limitations. Slow downloadsgreen/~~uploads~~energy ~~costs~~efficient ~~time,~~status ~~money,~~ and ~~builds~~entertainment ~~frustration with digital~~ and ~~mobile~~resort ~~users,~~real ~~(3)~~estate Rising costs of data dig deep into corporate margins, (4) Data plan limitations in storage and speed limit individuals’ mobile usage capabilities, (5) Rising costs of personal and family data plans, (6) Impending “Utilization” of data by cable companies will significantly increase costsdevelopment.

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

~~Our primary~~Summary ~~financing~~Risk need is focused on funding the licensing arrangements for the proprietary software products and services we acquired and plan to acquire, providing the proper support for such products, building our core of experienced and capable leadership team, and developing our corporate branding and go-to-market strategy.Factors

~~Our core~~Webstar ~~objective~~Technology Group is toa ~~build~~start-up. ~~the~~The ~~Webstar~~company was ~~brand~~acquired asby athe ~~premier~~new ~~provider~~management ofteam ~~Software~~in asJune a25, ~~Service~~2024 ~~(SaaS)~~and is still in ~~the~~an ~~Software~~early ~~Technology~~stage ~~industry~~of development. The company is not close to profitability ~~with~~as ~~the~~projects ~~ability~~take approximately 18 months to ~~enhance~~develop ~~any~~and construct and ~~all~~may ~~industries~~not byprovide ~~specializing~~a return on investment for approximately 24 months thereafter. Investing in the ~~optimization~~company involves a high degree of ~~data~~risk ~~delivery~~(see ~~through~~“Risk ~~our~~Factors”). ~~propriety~~As ~~data~~an ~~compression~~investor, ~~security~~ ~~solutions,~~you ~~artificial~~should ~~intelligence,~~be ~~and~~able to ~~virtual~~bear ~~online~~a ~~learning~~complete ~~services~~loss of your investment. Some of the more significant risks include those set forth below:

~~Our primary~~● ~~means~~This ~~of building our brand~~ is ~~expected~~a tovery beyoung ~~accomplished by consistently providing proprietary, disruptive products that possess mass-market appeal and fulfill significant market demand~~company. Our goals include developing global partnerships with leading companies; delivering high quality, value-added services to our business partners and customers; and leveraging opportunities to align with complimentary cutting-edge technologies. In addition, we will have ongoing marketing efforts that reinforce the Webstar brand, its key market positions, and its core value propositions. We have developed effective business strategies to achieve these objectives.

~~As an~~● ~~emerging~~The ~~growth~~ company,’s inaffiliated ~~addition~~entities tohave ~~our~~no ~~current~~prior ~~software~~performance ~~license, we plan to secure the exclusive right to market, sell, and license all apps, software, products, and services developed by Soft Tech~~record. While initial efforts focus primarily on marketing, selling and licensing the Gigabyte Slayer and Warp-G software, in the future we may also acquire similar rights to apps, software, and products compatible with our mission created by companies other than Soft Tech.

3● The company has minimal operating capital and no revenue from operations.

~~We believe~~● ~~the~~The ~~software~~success applications we have licensed will be viewed as revolutionary technologies, which will embrace disruptive paradigm shifts in the cable and data delivery business markets, and will fulfill significant worldwide demand. We expect both retail and commercial demand for our products and services will be high due to the significant growth of ~~and~~Webstar ~~demand~~Technology ~~for~~Group ~~mobile devices, smart devices (such as smart TVs), and other data delivery devices as an integral part of~~ business ~~operations~~is ~~and~~dependent ~~infrastructure~~on aspurchasing ~~well~~large asparcels ~~a vital, growing part~~ of ~~everyday~~land ~~life.~~at ~~The~~favorable software we have licensed and acquired and the services we currently offer and plan to offer have been developed with this in mind and will position us to provide key solutions to increase data access and reduce costs for data network providers as well as their customersprices. We believe that our plan to be first-to-market and by establishing disruptive best-in-class products and services will lead to high-market demand— enabling us to become, and remain, a leader in the industry.

~~Our plan~~● ~~for~~The ~~growth~~company ~~includes:~~may need to raise more capital and future fundraising rounds could result in dilution.

● ~~Pursuit~~Success ~~and~~in ~~development of organic growth through~~ the ~~expansion~~hospitality ~~of our planned products~~ and ~~services~~entertainment asindustry ~~well~~is ashighly ~~through strategic partnerships and potential acquisitions. ● Commitment to hiring best-in-class executive management~~unpredictable, ~~technical support professionals, customer service experts~~ and ~~consultants.~~there ●is ~~Expansion~~no ofguarantee the ~~data~~company’s ~~compression~~content ~~product,~~will ~~Gigabyte~~be ~~Slayer~~successful toin the ~~public, eventually into global markets through individual user sales and corporate business licensing contracts~~market. ● Expansion of the enterprise solution, WARP-G technology into all industries across global markets through corporate business licensing contracts. ● Implementation and management of state-of-the-art network data centers for effective and efficient technology operations and customer support. ● Negotiation of international licensing and partnerships for data delivery technology and virtual platform solutions with key strategic global corporations and institutions.

~~Global Paradigm~~● ~~Shift:~~ The ~~“Utilization”~~COVID-19 ofpandemic ~~Data~~could –have Wematerial ~~believe~~negative ~~that~~effects on Webstar isTechnology ~~uniquely~~Groups’ ~~positioned~~planned to pioneer innovative and effective data delivery software solutions to the cable industry as it encounters a significant paradigm shift towards the “utilization” of data. As cable companies continue to lose market share of their cable TV business to direct TV services and streaming video companiesoperations, ~~the~~ ~~core~~including offacilities ~~their~~where ~~business~~large ~~will~~groups ~~increasingly focus on charging customers for usage~~ of ~~the~~people ~~data~~gather ~~running~~in ~~through~~close ~~the pipelines they control, similar to how electric and water companies meter and charge customers for monthly usage~~proximity. ~~We believe that it is inevitable that cable companies may charge customers for data usage as a monthly utility charge as the cost of data transmission increases.~~

● WeWebstar ~~expect~~Technology ~~demand~~Group ~~for~~operates our services to increase and revenues and profits to grow accordingly from corporate and academic institution licensing and retail sales, as well as international sales. ● We believe the development of future products and services that complement and expand our planned portfolio of offerings will grow revenue and profits. ● We plan to enter into an exclusive agreement with Soft Tech to create and develop additional disruptive software and technologies in ~~the~~a ~~data~~highly ~~delivery,~~competitive ~~artificial intelligence, and virtual online learning industry sectors~~market.

4● Competition in the “alternative venues for recreational pursuits” industry could have a material adverse effect on the company’s business and results of operations.

~~Competition~~● Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.

~~Our competitive~~● ~~landscape includes a variety of software products and service businesses offering telecommunications and data delivery as well as technology business consulting services.~~ The ~~market~~company’s ~~for~~insurance ~~these~~coverage products and services is highly competitive. It is also highly fragmented, with many providers and no single competitor maintaining a clear market leadership position. Our competition will vary by location, type of service provided, and the type of customers to whom services are provided. Our competitors will include: (i) large national or international technology service firms; (ii) regional specialty firms; (iii) software/hardware vendors and resellers; (iv) other software solution developers and providers and (v) internal staff of our customers and potential customers, among others. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. Additionally, there are not ~~significant~~be ~~barriers~~adequate to ~~entry~~cover inall ~~our~~possible ~~industry~~losses ~~and new companies may be created~~ that ~~will~~it ~~compete~~could ~~with~~suffer usand asits ~~well~~insurance ascosts ~~other, more established companies who do not now directly compete with us,~~ may ~~choose to enter our markets and become new competitors~~increase.

~~Research~~ ● The company may not be able to operate its facilities or obtain and ~~Development~~maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition.

~~We plan~~● toThe ~~rely~~company onhas ~~our~~concentrated ~~related-party~~its ~~relationship~~investments ~~with~~in ~~Soft~~family ~~Tech~~entertainment, ~~for~~real ~~product~~estate ~~development~~ and ~~software~~facilities, ~~engineering~~which ~~and~~are ~~consulting~~subject ~~services for~~to ~~the~~numerous ~~maintenance~~risks, ~~development~~including ~~and support of~~ the ~~Gigabyte~~risk ~~Slayer~~that ~~and WARP-G software solutions. Based on~~ the ~~availability~~values of ~~our~~their ~~working capital,~~investments wemay ~~intend~~decline toif ~~commit~~there ~~significant~~is ~~resources~~a toprolonged ~~product~~downturn ~~research~~in ~~and~~real ~~development~~estate tovalues. ~~ensure~~● ~~that~~The wecompany ~~can~~works ~~offer~~with anational ~~viable and marketable virtual classroom access platform~~hospitality, ~~data~~hotel ~~compression~~and ~~software~~local ~~application~~service asproviders ~~well~~to ascreate ~~other~~an ~~software~~experience ~~applications~~for ~~expected to be released~~families. To ~~date~~Business ~~the~~risks ~~Company~~associated ~~has~~with ~~not~~these ~~incurred~~providers ~~research~~can ~~and~~affect ~~development~~the ~~expenses~~company’s operations.

~~Intellectual Property~~2

~~We rely~~● onThe ailliquidity ~~combination~~ of ~~copyright,~~real ~~patent,~~estate ~~trademark~~may ~~and~~make ~~trade~~it ~~secret~~difficult ~~laws~~for in the ~~United~~company ~~States,~~to asdispose ~~well~~of asone ~~confidentiality~~or ~~agreements and~~more ~~other~~of ~~contractual~~our ~~arrangements,~~properties toor ~~establish~~negatively ~~and~~affect ~~protect~~its ~~our~~ability ~~proprietary~~to ~~and~~profitably ~~intellectual~~sell ~~property~~such ~~rights~~properties and access liquidity.

● The ~~Company~~ iscompany’s ~~seeking~~development toand ~~register~~growth ~~the~~strategy ~~following~~depend ~~trademarks~~on ~~“Gigabyte~~its ~~Slayer”,~~ability ~~“Warp-G”~~to fund, develop and ~~“Warp-G~~open ~~Mobile” with~~new ~~the~~entertainment ~~United~~venues ~~States Patent~~ and ~~Trademark~~operate ~~Office~~them ~~(the “USPTO”)~~profitably.

● The ~~trademark~~ ~~for~~company’s ~~“Gigabyte~~development ~~Slayer”~~and ~~has~~construction ~~been~~of ~~filed with~~ the ~~USPTO~~Georgia and isfuture ~~currently~~Tennessee ~~under~~facilities ~~examination~~depend ~~and~~on ~~has~~their ~~not~~ability ~~yet~~to ~~been~~obtain ~~issued as~~favorable ofmortgage ~~the~~financing. ~~date~~● ofWebstar ~~this~~Technology ~~report~~Group depends on a small management team and ~~appears~~may asneed ~~follows:~~to hire more people to be successful.

● The ~~trademark~~ ~~for~~company ~~“Warp-G”~~will ~~has~~require ~~been~~a ~~filed~~general ~~with~~manager, ~~the~~who ~~USPTO and is currently under examination and~~ has not yet been ~~issued as of the date of this report and appears as follows:~~hired.

5● Webstar Technology Group may not be able to protect all of its intellectual property.

~~The trademark~~● ~~for~~Webstar ~~“Warp-G~~Technology ~~Mobile”~~Group has ~~been~~not ~~filed~~yet ~~with~~entered ~~the~~into ~~USPTO,~~any ~~and~~master islicensing ~~currently~~agreements ~~under~~with ~~examination~~third party suppliers of technology and Webstar Technology Group has not yet been ~~issued as~~made ofa ~~the~~sublicense ~~date~~to ofthe ~~this~~relevant ~~report~~master ~~and~~licensing ~~appears as follows:~~agreements.

~~Webstar Networks~~● ~~Corporation~~The ~~has~~Offering ~~filed~~price a trademark application with the USPTO for “Webstar eCampus”. Webstar Technology Group, Inc. purchased the eCampus software from Webstar Networks and as of the date of filing this report, Webstar Networks has ~~not transferred the eCampus trademark to the Company, but plans to do so. The trademark has not yet~~ been ~~issued~~arbitrarily asset ofby the ~~date of this report and has been published for opposition at this time and appears as follows:~~company.

~~We consider~~● ~~the~~The ~~protection~~officers of ~~our~~Webstar ~~trademarks~~Technology toGroup becontrol ~~important~~the tocompany ~~our~~and ~~business~~the company does not currently have any independent directors.

~~We also~~● ~~have~~Investors ~~copyright~~in ~~protection~~this ~~for~~offering ~~the~~may ~~content~~not onbe ~~our~~entitled ~~website~~to ~~www.webstarecampus.com.~~a ~~Information~~jury ~~contained~~trial ~~on,~~with orrespect ~~accessible through,~~to ~~our~~claims ~~website~~arising isunder ~~not~~the asubscription ~~part~~agreement ~~of,~~ and isclaims ~~not~~where ~~incorporated~~the byforum ~~reference~~selection ~~into~~provision is applicable, ~~this~~which ~~report~~could result in less favourable outcomes to the plaintiff(s) in any such action.

~~Government Regulation~~● There is little to no current market for Webstar Technology Groups’ shares.

~~We are~~● ~~subject~~The tointerests ~~a number~~ of ~~foreign~~Webstar ~~and~~Technology ~~domestic~~Group ~~laws~~ and ~~regulations that affect companies conducting business on~~ the ~~Internet,~~company’s many of which are still evolving and could be interpreted in ways that could harm our business. In the United States and internationally, laws relating to the liability of providers of online services for activities of their users and other ~~third~~affiliates ~~parties~~may ~~are~~conflict ~~currently~~with ~~being tested~~your by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by usersinterests. ~~Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users and other third parties could harm our business.~~

In the area of information security and data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California’s Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.3

~~We are~~RISK also subject to federal, state and foreign laws regarding privacy and protection of our users’ personal information and related data. We will post our Terms of Service and Privacy Policy on our website where we set forth our practices concerning the use, transmission and disclosure of customer data. Our failure to comply with our posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could damage our reputation and business. In addition, the interpretation of data protection laws and their application to the Internet is evolving and not settled. There is a risk that these laws may be interpreted and applied in an inconsistent manner by various states, countries and areas of the world where our users are located, and in a manner that is not consistent with our current data protection practices. Complying with these varying national and international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our services and ultimately in a loss of users, which could adversely impact our business.FACTORS

~~Employees~~The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

~~As of~~Risks ~~the~~relating date of this report we have two full-time employees and one contractor. We currently rely on our President and Chief Executive Officer (“CEO”), Don D. Roberts and our Chief Technology Officer (“CTO”), James Owens to ~~manage all aspects of~~ our business. Our former Chief Financial Officer (“CFO”) Harold E. Hutchins submitted his resignation effective March 4, 2024. We are currently utilizing an external consultant on a contract basis to fulfill the responsibilities of the CFO.

~~Our executive~~This ~~officers~~is ~~are~~a ~~engaged~~very byyoung ~~the~~ company ~~under employment agreements and provide services on an as needed basis as agreed to between us and the executive~~. The salaries of the CEO and CTO are not currently being paid but are being accrued. In June 2022, the annual salary of our CTO was reduced to $1. Prior to the CFO resigning, the CFO’s salary was partially being paid in cash and the rest accrued. Upon the Company having secured sufficient funds to support its continued business operations, all executive officers of the Company will be obligated to devote their full working time and attention to the business and affairs of the Company for the remaining term of their employment agreements. We intend to hire additional employees on an as-needed basis as our business expands.

6The control of the company was changed on June 25, 2024. It is a startup company that has not yet started operations, and has not started to build its facilities. There is no history upon which an evaluation of its past performance and future prospects in the hospitality and entertainment industry can be made. Statistically, most startup companies fail.

~~Legal~~The company’s affiliated entities ~~Proceedings~~have no prior performance record.

~~We know~~Webstar ofTechnology noGroup ~~existing~~has ornew ~~pending~~management ~~legal~~in ~~proceedings~~the market, ~~against~~the ~~us,~~affiliates ~~nor~~of ~~are~~Webstar weTechnology ~~involved~~Group, such as aBear ~~plaintiff~~Village inAsset ~~any~~Holdings ~~proceeding~~– orGA, ~~pending~~LLC, ~~litigation. There~~(which ~~are~~will noprovide ~~proceedings~~management services into ~~which~~Webstar ~~any~~Technology ofGroup) ~~our~~do ~~directors,~~not ~~officers~~have ora ~~any~~track record of ~~their~~involvement ~~respective~~in ~~affiliates,~~hospitality orand ~~any~~entertainment ~~beneficial~~that ~~stockholder,~~investors may assess. isEven if an ~~adverse~~affiliate ~~party~~of orWebstar ~~has~~Technology aGroup ~~material~~did ~~interest~~have ~~adverse~~such toprior ~~our~~experience, ~~interest~~that experience would not be indicative of its future performance.

~~Properties~~The company has minimal operating capital, no significant assets and no revenue from operations.

~~Our~~The company currently has minimal operating capital ~~principal~~and ~~offices~~for ~~are~~the ~~located~~foreseeable atfuture ~~330~~will ~~112th~~be ~~Ave~~dependent NEupon ~~#300,~~its ~~Bellevue,~~ability WAto ~~98004.~~finance ~~Our~~its ~~telephone~~planned ~~number~~operations isfrom ~~1.888.405.7860.~~the ~~These~~sale ~~offices~~of ~~are leased~~securities byor Mrother financing alternatives. ~~Ownes~~There ~~and~~can ~~provided~~be no assurance that it will be able to ~~the~~successfully ~~Company~~raise ~~free~~operating ofcapital ~~charge~~in ~~until~~this ~~such~~or ~~time~~other asofferings of ~~sufficient~~securities, or to raise enough funds ~~have~~to ~~been~~fully ~~raised~~construct operational entertainment centers. The failure to ~~support~~successfully ~~the~~raise ~~business~~operating ~~operations.~~capital Atcould ~~that~~result ~~time~~in its inability to execute its business plan and potentially lead to bankruptcy, which would have a ~~lease~~material ~~arrangement~~adverse effect ~~will~~on bethe ~~made~~company and its investors.

~~Emerging~~The success of Webstar Technology ~~Growth~~Group ~~Company~~business ~~and~~is ~~Smaller~~dependent ~~Reporting~~on ~~Company~~purchasing ~~Status~~large parcels of land at favorable prices.

~~Emerging~~Webstar Technology Group is a capital-intensive operation ~~Growth~~and ~~Company~~requires the purchase of large parcels of land prior to construction. As of the date of this Offering Circular the company has a deposit on its Georgia property for the first of two facilities to be developed. The company does not know whether it will be able to obtain additional properties at acceptable purchase terms that are favorable. Finally, if this Offering does not raise enough capital to purchase the land and begin construction, the company will need to procure external financing for the purchase of the land and/or construction of the facility.

~~We are~~The ~~an “emerging growth~~ company” asmay ~~defined~~raise inmore ~~Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business~~capital ~~Startups~~and ~~Act~~future offundraising ~~2012~~rounds ~~(the~~could ~~“JOBS~~result Act”). As such, we are eligible to 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 of the Sarbanes-Oxley Act of 2002 (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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approveddilution. ~~We intend to take advantage of all these exemptions.~~

~~In addition,~~Webstar ~~Section~~Technology ~~107~~Group ofmay ~~the~~need ~~JOBS~~to ~~Act~~raise ~~also~~additional funds ~~provides~~to ~~that~~finance anits ~~“emerging~~operations ~~growth~~or ~~company”~~fund ~~can~~its ~~take~~business ~~advantage~~plan. ofEven if the ~~extended transition~~company ~~period~~manages ~~provided~~to inraise ~~Section~~subsequent ~~7(a)(2)(B)~~financing ofor borrowing rounds, the ~~Securities~~terms ~~Act~~of ~~for~~those ~~complying~~borrowing ~~with~~rounds might be more favorable to new investors or ~~revised~~creditors ~~accounting~~than ~~standards,~~to ~~and~~existing ~~delay compliance~~investors ~~with~~such ~~new~~as oryou. ~~revised~~New equity ~~accounting~~investors ~~standards~~or ~~until~~lenders ~~those~~could ~~standards~~have ~~are~~greater ~~applicable~~rights to ~~private~~our ~~companies.~~financial Weresources ~~have~~(such ~~elected~~as liens over our assets) compared to ~~take~~existing ~~advantage~~shareholders. ofAdditional financings could also dilute your ownership stake, potentially drastically. See “Dilution” and the “Management’s ~~benefits~~Discussion and Analysis of ~~this~~Financial ~~extended~~Condition ~~transition~~and ~~period~~Results of Operations– Plan of Operation” for more information.

~~We could~~Success bein ~~an emerging growth company until~~ the ~~last~~hospitality ~~day~~and ~~of the first fiscal year following the fifth anniversary of our first common equity~~entertainment ~~offering,~~industry ~~although~~is ~~circumstances~~highly ~~could~~unpredictable ~~cause~~and usthere tois ~~lose~~no ~~that~~guarantee ~~status~~the ~~earlier~~company’s ifcontent ~~our~~will ~~annual~~be ~~revenues~~successful ~~exceed $1.0 billion, if we issue more than $1.0 billion~~ in ~~non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined in Rule 12b-2 under~~ the ~~Exchange Act~~market.

~~Smaller~~The company’s success will depend on the popularity ~~Reporting~~of ~~Company~~its hospitality and entertainment facilities. Consumer tastes, trends and preferences frequently change and are notoriously difficult to predict. If the company fails to anticipate future consumer preferences in the hospitality and entertainment business, its business and financial performance will likely suffer. The hospitality and entertainment industries are fiercely competitive. The company may not be able to develop facilities that will become profitable. The company may also invest in facilities that end up losing money. Even if one of its facilities is successful, the company may lose money in others.

~~We also~~Changes ~~qualify~~in asconsumer afinancial ~~“smaller~~condition, ~~reporting~~leisure ~~company”~~tastes and ~~under~~preferences, ~~Rule~~particularly ~~12b-2~~those ofaffecting the ~~Exchange~~popularity ~~Act~~of family resorts, ~~which~~and isother ~~defined~~social asand ademographic ~~company~~trends ~~with~~could aadversely ~~public~~affect ~~equity~~its ~~float~~business. ofSignificant ~~less~~periods ~~than~~of ~~$75~~restricted ~~million.~~travel Toor ~~the~~group ~~extent~~gatherings, ~~that~~such weas ~~remain~~Covid-19 aor ~~smaller~~similar ~~reporting~~circumstances, ~~company~~could atresult in ~~such~~situations ~~time~~where asfacilities ~~are~~usage nois ~~longer an~~below ~~emerging~~historical ~~growth~~levels ~~company,~~would ~~we will still~~ have ~~reduced~~a ~~disclosure~~material ~~requirements~~adverse ~~for~~effect ~~our~~on ~~public~~its ~~filings~~business, ~~some~~results of ~~which~~operations and ~~are~~financial ~~similar~~condition. toIf ~~those of~~the ancompany ~~emerging~~cannot ~~growth~~attract ~~company~~patrons, ~~including~~retain ~~not~~its ~~being~~existing ~~required~~resident, toits ~~comply~~financial ~~with~~condition ~~the~~and ~~auditor~~results ~~attestation requirements~~ of ~~Section 404 of the~~operations ~~Sarbanes-Oxley~~could ~~Act~~be ~~and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements~~harmed.

~~ITEM 1A. RISK FACTORS~~4

~~Investment in~~The ~~our~~pandemics ~~common~~could ~~stock~~have ~~involves a number of substantial risks. You should not invest in our stock unless you are able to bear the complete~~material ~~loss~~negative ofeffects ~~your investment. In addition to the risks and investment considerations discussed elsewhere in this Annual Report~~ on ~~Form~~Webstar ~~10-K, the~~Technology ~~following~~Groups’ ~~factors~~planned should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations~~. If any of the following risks actually occur~~, ~~our~~including ~~business~~facilities ~~could~~where belarge ~~harmed.~~groups ~~In such case, the trading price~~ of ~~our~~people ~~common~~gather ~~stock~~in ~~could decline~~close ~~and investors could lose all or a part of the money paid to buy our common stock~~proximity.

7The impact of COVID-19 on companies is well documented. Vaccines have been administered by the states. Webstar Technology Group operates facilities which include restaurants, gathering points and opportunities for large groups of people can gather in close proximity. In the event of another pandemic the Federal Government and local states may institute restrictions which could affect the Company’s operations.

~~Risks~~Webstar Technology Group Resorts will implement strict ~~Related~~cleaning and sanitizing procedures across each resort. The vaccine distribution program currently ranges from 50% to ~~our~~80% ~~Company~~based ~~and~~on ~~our~~the state. ~~Planned~~Future ~~Business~~variations ~~Operations~~or mutations of COVID-19 or other pandemic diseases could cause new social restrictions which could affect Webstar Technology Groups’ operations.

~~Our having~~Webstar ~~generated~~Technology ~~minimal~~Group ~~revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions~~operates ~~based~~in ona ~~those~~highly ~~estimates~~competitive ~~of our future performance~~market.

~~Since our~~Webstar ~~inception~~Technology onGroup ~~March~~plans ~~10,~~to ~~2015~~operate ~~through~~in ~~December~~a ~~31,~~highly competitive ~~2023~~market ~~we have generated minimal revenues~~ and ~~incurred~~faces ~~cumulative~~intense ~~losses of $43,137,416~~competition. As aCompetitors ~~consequence,~~will itinclude ~~is difficult~~Disney, ifSix ~~not impossible~~Flags, ~~to forecast our future results based upon our historical data. Furthermore~~Dollywood, ~~with any~~Great ~~business,~~Wolf ~~there~~Lodge isand aother ~~substantial risk that the business will fail~~multi-activity resorts. ~~The~~Many ~~majority~~ of ~~new~~the ~~businesses~~company’s ~~fail~~current ~~due~~and topotential ~~many~~competitors ~~factors,~~have ~~including, but~~greater ~~not limited to~~resources, ~~lack~~longer ~~of capital~~histories, ~~failure~~more ~~to successfully integrate a new management team~~customers, ~~unexpected~~and ~~delays, more intense competition,~~greater ~~and~~brand ~~many~~recognition. ofCompetitors ~~the~~may ~~other~~secure ~~risk~~better ~~factors~~terms ~~discussed~~from ~~below.~~vendors, ~~Investors~~adopt inmore ~~our~~aggressive ~~company~~pricing ~~should~~and ~~only~~devote ~~invest~~more ifresources ~~they are able~~ to ~~bear the loss of~~technology, ~~their~~infrastructure, ~~entire~~fulfilment, ~~investment~~and marketing.

~~Our~~Further, Webstar Technology Groups’ properties ~~independent~~will ~~registered~~compete ~~public~~on ~~accounting~~a ~~firm’s~~local ~~report~~and ~~contains~~regional anlevel ~~explanatory~~with ~~paragraph~~restaurants ~~that~~and ~~expresses~~other ~~substantial~~business, ~~doubt~~dining ~~about~~and social clubs. The number and variety of competitors ~~our~~in ~~ability~~this tobusiness ~~continue~~will vary based on the location and setting of each facility. Some facilities may be situated in intensely competitive areas characterized by numerous resorts and family attractions. In addition, in most regions, the competitive landscape is in constant flux as new resorts and other family venues open or expand their amenities. As a ~~“going~~result ~~concern~~of these characteristics, the supply in a given region may exceed the demand for such facilities, and any increase in the number or quality of resorts and family venues, or the products and services they provide, in such region could significantly impact the ability of the company’s properties to attract and retain members, which could harm their business and results of operations.”

~~Our auditors~~Competition ~~have indicated that our lack of revenues, historical operating losses, cash used~~ in ~~operations,~~the ~~negative working capital and~~“alternative ~~accumulated~~venues ~~deficit~~for ~~raise~~recreational ~~substantial~~pursuits” ~~doubt~~industry ~~about~~could ~~our~~have ~~ability to continue as~~ a ~~going~~material ~~concern.~~adverse ~~The~~effect ~~financial~~on ~~statements~~the docompany’s ~~not~~business ~~include adjustments~~and ~~that~~results ~~might result from the outcome~~ of ~~this uncertainty. If we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our~~ operations.

WeWebstar Technology Group properties compete on a local ~~may~~and ~~have~~regional ~~difficulty~~level inwith ~~procuring~~alternative ~~the~~venues ~~additional~~for ~~financing~~recreational ~~required~~pursuits. toThe ~~operate~~company’s results of operations could be affected by the availability of, and ~~develop~~demand ~~our~~for, ~~current~~alternative venues for recreational pursuits, such as multi-use facilities and ~~planned~~other ~~businesses~~town center venues.

~~We will~~Customer becomplaints ~~totally dependent on our ability to obtain additional borrowing~~ or ~~raise additional capital to enable us to operate our current~~litigation ~~and~~on ~~planned~~behalf ~~businesses. We will require significant amounts~~ of ~~cash,~~our ~~and~~customers ~~will be required to seek additional capital, whether from sales of debt~~ or ~~equity~~employees ~~securities~~may oradversely ~~borrowing~~affect ~~additional money, for the future development and growth of~~ our business~~. However~~, ~~there~~results ~~can be~~of nooperations ~~assurance that we’ll be able to raise~~ or ~~borrow~~financial ~~additional funds~~condition. The terms and/or availability of additional capital are unreliable. If we are not successful in obtaining adequate capital, we may not be able to generate future revenues from our operation of the eCampus website and the licensing of the Gigabyte Slayer and WARP-G software.

8The company’s business may be adversely affected by legal or governmental proceedings brought by or on behalf of their residents, customers or employees. Regardless of whether any claims against the company are valid or whether they are liable, claims may be expensive to defend and may divert time and money away from operations and hurt our financial performance. A judgment significantly in excess of their insurance coverage or not covered by insurance could have a material adverse effect on the company’s business, results of operations or financial condition. Also, adverse publicity resulting from these allegations may materially affect the company.

~~Expenses required~~The tocompany’s ~~operate~~insurance ascoverage may anot ~~public~~be ~~company~~adequate ~~will~~to ~~reduce~~cover ~~funds~~all ~~available~~possible tolosses ~~develop~~that ~~our~~it ~~business and~~ could ~~negatively~~suffer ~~affect our stock price~~ and ~~adversely~~its ~~affect~~insurance ~~our~~costs ~~results~~may ~~of operations, cash flow and financial condition~~increase.

~~Operating as~~The ~~a public~~ company ishas ~~more~~not ~~expensive~~yet ~~than~~acquired ~~operating~~insurance. asIt amay not ~~private~~be ~~company,~~able ~~including~~to ~~additional~~acquire ~~funds~~insurance ~~required~~policies tothat ~~obtain~~cover ~~outside~~all ~~assistance from~~types ~~legal,~~of ~~accounting,~~losses ~~investor~~and ~~relations~~liabilities. Additionally, oronce ~~other~~the ~~professionals~~company ~~that~~acquires ~~could~~insurance, there can be ~~costlier~~no ~~than~~assurance ~~planned.~~that Weits ~~may~~insurance ~~also~~will be ~~required~~sufficient to ~~hire additional~~cover ~~staff~~the tofull ~~comply~~extent ~~with~~of ~~additional~~all ~~SEC~~of ~~reporting~~its ~~requirements.~~losses Weor ~~anticipate~~liabilities ~~that~~for ~~the~~which it ~~cost~~is ofinsured. ~~SEC~~Further, ~~reporting~~insurance ~~will~~policies beexpire ~~approximately $500,000~~ annually. ~~Our~~and ~~failure~~the tocompany ~~comply~~cannot ~~with~~guarantee ~~reporting~~that ~~requirements~~it ~~and~~will ~~other~~be ~~provisions~~able ofto ~~securities~~renew ~~laws~~insurance ~~could negatively affect~~policies ~~our~~on ~~stock~~favorable ~~price~~terms, ~~and~~or ~~adversely~~at ~~affect~~all. ~~our~~In ~~results~~addition, ofif ~~operations~~it, ~~cash~~or ~~flow~~other ~~and~~leisure ~~financial~~facilities, ~~condition.~~sustain Ifsignificant welosses ~~fail~~or tomake ~~meet~~significant ~~these requirements,~~insurance weclaims, ~~may~~then ~~lose~~its ~~our~~ability ~~qualification~~ to ~~trade~~obtain onfuture ~~the~~insurance ~~OTCQB~~coverage ~~market~~at ~~and~~commercially ~~our~~reasonable ~~securities~~rates ~~would~~could nobe ~~longer~~materially ~~trade~~adversely ~~on the OTCQB~~affected. ~~Further, if we fail~~ toIf ~~meet~~the ~~these~~company’s ~~obligations~~insurance ~~and~~coverage ~~consequently~~is ~~fail~~not ~~to satisfy our SEC reporting obligations~~adequate, ~~investors~~or ~~will~~it ~~then~~becomes ~~own~~subject ~~stock~~to indamages ~~a company~~ that ~~does~~cannot ~~not~~by ~~provide~~law ~~the~~be ~~disclosure~~insured ~~available in quarterly~~against, ~~annual~~such as ~~reports~~punitive ~~and~~damages ~~other~~or ~~required~~certain ~~SEC~~intentional ~~reports~~misconduct ~~that~~by ~~would~~their beemployees, ~~otherwise~~this ~~publicly available~~could ~~leading~~adversely toaffect ~~increased~~the ~~difficulty~~company’s infinancial ~~selling~~condition or ~~their~~results ~~stock~~of ~~due to our becoming a non-reporting issuer~~operations.

~~Inability of Our Officers and Directors to devote sufficient time to the operation of the business may limit our success.~~5

~~None of~~The ~~our~~company ~~officers~~may ~~and~~not ~~directors~~be ~~devote~~able ~~all of their time~~ to ~~our business but intend to do so once we obtain sufficient working capital~~operate toits ~~pursue our plan of operation. However~~facilities, ~~there~~or ~~can be no assurance that we’ll be able to~~ obtain ~~sufficient working capital. All our executive officers are engaged by the company under employment agreements~~ and ~~provide~~maintain ~~services~~licenses ~~on an as needed basis as agreed to between us~~ and ~~the~~permits ~~executive.~~necessary ~~The~~for ~~salaries~~such ~~of the CEO and CTO are not currently being paid but are being accrued. Prior to the CFO resigning~~operation, ~~effective~~in ~~March~~compliance 4,with ~~2024~~laws, ~~the~~regulations ~~CFO’s salary was being partially paid in cash~~ and ~~the remaining portion~~other ~~accrued.~~requirements, Ifwhich ~~business~~could ~~develops~~adversely ~~faster~~affect ~~than~~its ~~anticipated~~business, ~~the~~results ~~officers~~of ~~and~~operations ~~directors~~or ~~will~~financial ~~have to retain additional personnel to ensure that it continues as a going concern~~condition.

~~We need~~Each facility is subject to ~~retain~~licensing ~~key~~and ~~personnel~~regulation by toalcoholic ~~support~~beverage ~~our~~control, ~~products~~amusement, health, sanitation, safety, building code and ~~ongoing~~fire ~~operations~~agencies in the state, county and/or municipality in which the facility is located.

~~The development~~Each ~~and~~facility ~~marketing~~is ofrequired ~~our~~to ~~products~~obtain ~~will~~a ~~continue~~license to ~~place~~sell alcoholic abeverages ~~significant~~on ~~strain~~the onpremises ~~our~~from ~~limited~~a ~~personnel~~state authority and, ~~management~~in certain locations, county and ~~resources~~municipal authorities. Typically, licenses ~~Our~~must ~~future~~be ~~success~~renewed ~~depends~~annually ~~upon~~and ~~the~~may ~~continued~~be ~~services~~revoked ofor ~~our~~suspended ~~executive~~for ~~officers~~cause ~~and~~at ~~key~~any ~~employees~~time. ~~and~~In ~~contractors~~some ~~who~~states, ~~have~~the ~~critical~~loss of a license for cause with respect ~~industry~~to ~~experience~~one ~~and~~facility ~~relationships~~may lead to the loss of licenses at all facilities in that westate ~~rely~~and oncould make it more difficult to ~~implement~~obtain ~~our~~additional licenses ~~business~~in ~~plan~~that state. ~~The~~Alcoholic ~~loss~~beverage control regulations relate to numerous aspects of the ~~services~~daily operations of ~~any~~each facility, including minimum age of ~~our~~patrons ~~officers~~and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages. The failure to receive or ~~directors~~retain ~~would~~a ~~negatively~~liquor ~~impact~~license, ~~our~~or ~~ability~~any other required permit or license, in a particular location, or to ~~sell~~continue ~~our~~to ~~products~~qualify for, ~~which~~or renew licenses, could ~~adversely~~have ~~affect~~a ~~our~~material ~~financial~~adverse ~~results~~effect on operations and ~~impair~~the company’s ~~our~~ability ~~growth~~to obtain such a license or permit in other locations.

WeThe company may be subject to “dram shop” ~~depend~~statutes ~~heavily~~in onstates ~~key~~where ~~personnel,~~its facilities may be located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Recent litigation against restaurant chains has resulted in significant judgments and ~~turnover~~settlements ofunder ~~key~~dram ~~senior~~shop ~~management~~statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could ~~harm~~have ~~our~~an adverse impact on the company’s business, results of operations or financial condition.

~~Our future~~As ~~business~~a ~~and~~result ~~results~~ of ~~operations~~operating ~~depend~~certain inentertainment ~~significant~~games and ~~part~~attractions, ~~upon~~including ~~the~~skill-based ~~continued~~games ~~contributions~~that ofoffer ~~our~~redemption ~~President and Chief Executive Officer~~prizes, ~~Don~~the D.company ~~Roberts.~~is Ifsubject weto ~~lose~~amusement ~~his~~licensing ~~services~~and orregulation by ifthe hestates, ~~fails~~counties toand ~~perform~~municipalities in ~~his~~which ~~current~~its ~~position,~~facilities ~~or if we~~ are ~~not able~~ to ~~attract and~~be ~~retain skilled employees as needed, our business could suffer~~located. ~~Significant~~These ~~turnover~~laws inand ~~our~~regulations ~~senior~~can ~~management~~vary ~~could~~ significantly ~~deplete our institutional knowledge held~~ by ~~our~~state, ~~existing~~county, ~~senior~~and ~~management~~municipality ~~team. We depend on the skills~~ and, ~~abilities~~in ofsome ~~certain~~jurisdictions, ~~key employees~~may inrequire ~~managing~~ the ~~planned~~company ~~product~~to ~~acquisitions,~~modify ~~marketing~~their ~~and~~business ~~sales~~operations ~~aspects~~or ofalter ~~our~~the mix ~~business, any part~~ of ~~which~~redemption ~~could~~games beand ~~harmed by~~simulators ~~turnover~~that inthey ~~the future~~offer.

9Moreover, as more states and local communities implement legalized gambling, the laws and corresponding enabling regulations may also be applicable to the company’s redemption games and regulators may create new licensing requirements, taxes or fees, or restrictions on the various types of redemption games the company offers. Furthermore, other states, counties and municipalities may make changes to existing laws to further regulate legalized gaming and illegal gambling. Adoption of these laws, or adverse interpretation of existing laws, could cause the company to modify its plans for its facilities and if the company creates facilities in these jurisdictions it may be required to alter the mix of games, modify certain games, limit the number of tickets that may be won by a customer from a redemption game, change the mix of prizes that the company may offer or terminate the use of specific games, any of which could adversely affect the company’s operations. If the company fails to comply with such laws and regulations, the company may be subject to various sanctions and/or penalties and fines or may be required to cease operations until it achieves compliance, which could have an adverse effect on the company’s business and financial results.

~~Risks~~The company has concentrated its investments ~~related~~in tofamily ~~our~~entertainment, ~~products~~real estate and ~~services~~facilities, which are subject to numerous risks, including the risk that the values of their investments may decline if there is a prolonged downturn in real estate values.

IfThe company’s operations will consist almost weentirely ~~cannot~~of ~~produce~~family orresorts ~~acquire~~properties, ~~software~~approximately 30-60 acres in size, that ~~meets~~encompass ~~price~~a ~~and~~large ~~performance~~amount ~~criteria~~of real estate holdings. Accordingly, the company is subject to the ~~business~~risks ~~will~~associated ~~fail~~with holding real estate investments. A prolonged decline in the popularity of resorts could adversely affect the value of its real estate holdings and could make it difficult to sell facilities or businesses.

The ~~on-line~~ ~~educational~~company’s ~~services~~real ~~and~~estate ~~data~~holdings ~~compression~~will ITbe ~~software~~subject to ~~services~~risks ~~market~~typically isassociated ~~very~~with ~~competitive~~investments in real estate. ~~Customers~~The ~~require~~investment ~~specific~~returns ~~functional and~~available ~~technical~~from ~~requirements~~equity asinvestments ~~well~~in asreal ~~competitive~~estate depend ~~prices~~in ~~for~~large part on the ~~services~~amount of income earned, expenses incurred and ~~software~~capital appreciation generated by the related properties. ~~Each~~In addition, ~~customer~~a ~~has~~variety ~~different~~of ~~functional~~other factors affect income from properties and ~~technical~~real estate values, including governmental regulations, real estate, ~~requirements~~insurance, zoning, tax and weeminent ~~cannot~~domain ~~guarantee~~laws, ~~that~~interest ~~the~~rate ~~services~~levels and ~~software~~the weavailability ~~plan~~of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and time-consuming to ~~offer~~expand, ~~will~~modify ~~meet~~or ~~each~~renovate ~~customer’s~~older ~~requirements~~properties. IfUnder eminent wedomain ~~cannot~~laws, ~~manage~~governments ~~services~~can ~~and~~take ~~software~~real ~~that~~property. ~~meets~~Sometimes ~~the~~this ~~customer~~taking ~~requirements~~is orfor less compensation than the ~~services~~owner ~~and~~believes ~~software~~the property is worth. ~~not~~Any ~~competitively~~of ~~priced, the~~these factors could have an adverse impact on our business, ~~will~~financial ~~fail~~condition or results of operations.

~~Our planned~~The ~~services~~company ~~and~~works ~~products~~with ~~may~~national behospitality, hotel ~~vulnerable~~and local service providers to ~~software~~create ~~errors~~an ~~and~~experience ~~bugs~~for families. Business risks associated with these providers can affect the company’s operations.

The ~~services~~ ~~and~~company’s ~~software~~operations ~~products~~include wepartnerships with ~~plan~~Wyndham toResorts ~~acquire, further develop~~ and ~~commercialize~~Choice ~~are~~Hotels ~~highly~~to ~~complex~~manage and ~~sophisticated~~operate ~~and~~the ~~could~~hotel ~~from time~~and totimeshare ~~time~~operations. ~~contain~~The ~~design~~company ~~defects~~also orplans ~~software errors that could be difficult~~ to ~~detect~~partner ~~and correct. Errors, bugs or viruses may result~~with inlocal ~~loss~~service ofpartners orwho ~~delay~~provide inactivities ~~market~~based ~~acceptance,~~on athe ~~failure~~resort ~~in a client’s system or loss or corruption of client data~~surroundings. ~~Although~~Issues ~~we have not experienced material adverse effects resulting from any defects~~ or ~~errors~~business inrisks ~~the~~associated ~~services~~with ~~and~~each ~~software~~of ~~we plan to acquire, there can be no assurance that, despite representations and warranties we plan to obtain prior to acquiring~~ these ~~assets, errors will not be~~ ~~found~~partner incompanies ~~new products, which errors~~ could ~~have~~affect athe ~~material~~operation ~~adverse~~of ~~effect~~one ~~upon~~or ~~our~~more ~~business,~~of ~~financial~~the ~~condition~~company’s ~~and results of operations~~resorts.

~~Our~~The illiquidity of real estate may ~~industry~~make isit ~~subject~~difficult for the company to ~~rapid~~dispose ~~technological~~of ~~changes~~one or more of our properties or negatively affect its ability to profitably sell such properties and access liquidity.

The ~~market~~ ~~for~~company ~~the~~may ~~products~~from ~~and~~time ~~services~~to wetime ~~plan~~decide to ~~offer~~dispose of isone ~~characterized~~or bymore ~~rapidly~~of ~~changing~~its ~~technology,~~real ~~evolving~~estate ~~industry~~assets. ~~standards~~Because ~~and new~~real ~~product~~estate ~~introductions~~holdings ~~and~~generally, ~~enhancements~~are ~~that~~relatively ~~may render existing products obsolete. As a result~~illiquid, the ~~market~~company ~~position~~may wenot ~~expect~~be toable ~~enter into could erode rapidly due~~ to ~~unforeseen~~dispose ~~changes in the features and functionality~~ of ~~competing~~one ~~products.~~or ~~Our~~more ~~future~~real ~~success will~~estate ~~depend~~assets inon ~~part~~a ~~upon~~timely ~~our~~basis. ~~ability~~In tosome ~~enhance~~circumstances, ~~our~~sales ~~existing~~may ~~products~~result ~~and~~in ~~services~~investment ~~and~~losses towhich ~~develop and introduce new products and services~~could toadversely ~~meet~~affect ~~changing~~the ~~client~~company’s ~~requirements~~financial condition. The ~~process~~illiquidity of ~~developing~~its ~~products~~real ~~and~~estate ~~services~~assets ~~such~~could asmean ~~those~~that weit ~~plan~~continues ofto ~~acquire,~~operate a ~~develop~~facility ~~and~~that ~~commercialize is~~management ~~extremely~~has ~~complex~~identified ~~and~~for isdisposition. ~~expected~~Failure to ~~become~~dispose ~~increasingly complex and expensive in the future with the introduction~~ of ~~new~~a ~~platforms and~~real ~~technologies.~~estate ~~There~~asset ~~can be no assurance that we will successfully complete the development of new products~~ in a timely fashion, or ~~that~~ ~~our~~at ~~current~~all, orcould adversely ~~future~~affect ~~products~~the ~~will~~company’s ~~satisfy~~business, ~~the~~financial ~~needs~~condition ofand ~~our~~results ~~target~~of ~~market~~operations.

~~Unproven acceptance of our products and services exposes investors to risk.~~6

The ~~Gigabyte~~ ~~Slayer~~company’s ~~software~~development ~~we have licensed has been laboratory-tested~~ and ~~will be introduced in a substantially enhanced form and the~~ ~~Webstar~~growth ~~eCampus~~strategy ~~services that we purchased has been beta tested. Our success will~~ depend ~~largely~~on ~~upon~~its ~~the~~ability ~~success of these and future products and services and enhancements. Failure of these products and services or enhancements~~ to ~~achieve significant market acceptance and usage would materially adversely affect our planned business~~fund, ~~future results of operations and financial condition. If we were unable to successfully market our products and services,~~ develop ~~new products~~ and ~~services~~open ~~and enhance such products and services or complete products and services we plan to purchase and license, or if such~~ new ~~products~~entertainment ~~and~~venues ~~services or enhancements do not achieve market acceptance, our planned business, future results of operations~~ and ~~financial~~operate ~~condition~~them ~~would be materially adversely affected~~profitably.

~~Our sales~~A ~~cycles~~key ~~have~~element of the ~~potential~~company’s togrowth bestrategy is ~~long~~to develop and ~~unpredictable,~~open family entertainment venues. The company has identified a number of locations for potential future entertainment venues and ~~our~~is ~~sales~~still ~~efforts~~the ~~may~~process ~~require~~of ~~considerable~~identifying ~~time~~more locations and ~~expense~~analysing the locations. The company’s ability to fund, develop and open these venues on a timely and cost-effective basis, or at all, is dependent on a number of factors, many of which are beyond its control, including but not limited to our ability to:

~~We plan~~● toFind ~~market~~quality ~~our services and software to large organizations and consumer product companies~~locations. Sales efforts to these customers are expected to be complex and involve educating customers about the use and benefits of the services and software we plan to market, including their value and technical capabilities. Potential customers are expected to undertake a significant evaluation process that can result in a lengthy sales cycle, in some cases over 12 months. We may spend substantial time, effort and money in our sales efforts without any assurance that our efforts will generate long-term relationships. In addition, customer sales decisions are frequently influenced by budget constraints, multiple approvals, and unplanned administrative, processing and other delays. If sales expected from a specific customer are not realized, our revenue and, thus, our future operating results could be adversely impacted.

10● Reach acceptable agreements regarding the lease or purchase of locations, and comply with our commitments under our lease agreements during the development and construction phases.

~~If we~~● ~~are~~Comply ~~unable~~with toapplicable ~~enhance~~zoning, ~~our software or to develop or acquire new software to address changing consumer demand or management business requirements~~licensing, weland ~~may~~use ~~not~~and beenvironmental ~~able to attract or retain customers~~regulations.

~~Our ability~~● toRaise ~~attract~~or ~~customers~~have ~~will~~available ~~depend~~an inadequate ~~large~~amount ~~part on our ability to anticipate the changing needs~~ of ~~the~~cash ~~industries~~or wecurrently ~~serve,~~available ~~to enhance~~financing ~~the software that we license or acquire~~ and tomortgage ~~introduce~~terms ~~new~~for ~~software~~construction ~~that meet customer needs. Any new software may not be introduced in a timely or cost-effective manner~~ and ~~may~~opening ~~not achieve market acceptance, meet customer expectations, or generate revenue sufficient to recoup the cost of development or license or acquisition cost of such software~~costs. ~~If we are unable to successfully develop, license or acquire new software, we may not be able to attract or retain customers.~~

~~If our~~● ~~security~~Adequately ~~measures~~complete ~~are~~construction ~~breached~~for ~~and unauthorized access is obtained to our customers’ data, our~~ operations. ~~may~~● beTimely ~~perceived as not being secure~~hire, ~~customers~~train ~~may~~and ~~curtail~~retain orthe ~~stop~~skilled ~~using~~management ~~our~~and ~~software~~other ~~and~~employees’ wenecessary ~~may~~to ~~incur~~meet ~~significant~~staffing ~~liabilities~~needs.

~~Our operations~~● ~~are expected to involve the storage and transmission of our customers’ confidential information~~Obtain, ~~and~~for ~~security~~acceptable ~~breaches could expose us to a risk of loss of this information~~cost, ~~litigation~~required ~~and~~permits ~~possible liability. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise,~~ and, ~~as a result~~approvals, ~~someone~~including ~~obtains~~liquor ~~unauthorized~~licenses; ~~access to our customers’ data, our reputation will be damaged, our business may suffer~~ and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose potential sales and existing customers.

~~If our~~● ~~efforts~~Efficiently tomanage ~~build~~the ~~strong~~amount ~~brand~~of ~~identity,~~time and ~~improve~~money ~~subscriber~~used ~~satisfaction and loyalty are not successful, we may not be able~~ to ~~attract~~ orbuild ~~retain subscribers,~~ and ~~our~~open ~~operating~~each ~~results~~new ~~will be affected adversely~~venue.

~~The branding~~If ~~associated with~~ the ~~Gigabyte~~company ~~Slayer~~succeeds ~~software~~in ~~and~~opening ~~the~~family ~~Webstar~~entertainment facilities ~~eCampus~~on ~~software~~a ~~solutions~~timely isand ~~not~~cost-effective ~~widely recognized~~basis, ~~and~~the wecompany ~~must build~~may ~~strong~~nonetheless ~~brand~~be ~~identity.~~unable Toto ~~succeed, we must~~ attract ~~and~~enough ~~retain~~real aestate ~~large~~buyers, ~~customer~~visitors or ~~base~~customers ~~that~~to isthese innew ~~need~~venues ofbecause ~~our~~potential ~~services~~customers ~~and software. We~~ may be ~~required~~unfamiliar towith ~~incur~~its ~~significantly~~venue ~~higher~~or ~~advertising~~concept, entertainment and ~~promotional~~other ~~expenditures~~resort options ~~than~~might wenot ~~currently~~appeal ~~anticipate in order~~ to ~~attract customers~~them and ~~subscribers. We believe that~~ the ~~importance~~company ofmay ~~brand~~face ~~loyalty~~competition ~~will~~from ~~increase~~other ~~over~~resorts ~~time.~~and Ifleisure ~~our~~venues ~~branding~~or ~~efforts~~governmental ~~are not successful,~~regulations ~~our~~at ~~operating~~the ~~results~~federal and ~~our~~state ~~ability~~levels tomay ~~attract~~restrict ~~and~~travel ~~retain~~or ~~subscribers~~group ~~will be affected adversely~~gatherings.

~~A failure~~The incompany’s ~~our~~development ~~computer~~and construction ~~network~~of orits ~~information~~Georgia ~~systems~~facility ~~could~~depends ~~severely~~on ~~impact~~its ~~our~~ ability to ~~serve~~obtain ~~our~~favorable ~~clients~~construction and mortgage financing.

The ~~performance~~ ~~and~~company ~~reliability~~intends ofto ~~computer~~secure ~~networks~~both construction and mortgage ~~system~~financing ~~applications~~to ~~will~~fund beup ~~critical~~ to ~~our~~70% ~~reputation~~of its Georgia resort and ~~ability~~plans to ~~attract~~use ~~and retain~~this ~~clients.~~debt ~~System~~financings ~~errors~~to development and~~/or~~ ~~failures~~construct ~~could~~subsequent facilities. ~~adversely~~There ~~impact~~is ~~our~~no ~~delivery~~guarantee ofthat ~~content~~the company will be able to ~~our~~obtain ~~clients.~~financing ~~There~~on isfavorable noterms. ~~assurance~~In the event that we ~~would~~the becompany is ~~able~~unable to ~~enhance/expand~~obtain ~~our~~such ~~computer~~financing ~~networks~~it ~~and~~may ~~system~~limit ~~applications~~the company’s ability to ~~meet~~effectuate ~~increased~~its ~~demand~~plans and ~~future~~will ~~information~~increase ~~requirements~~the costs and expenses of the company, thereby negatively impacting its financial prospects.

~~Risks~~Webstar Technology Group depends on ~~related~~a tosmall ~~intellectual~~management ~~property~~team and ~~government~~may ~~regulation~~need to hire more people to be successful.

~~Assertions~~The success of Webstar Technology Group will greatly bydepend ~~third~~on ~~parties~~the skills, connections and experiences of ~~infringement~~the orexecutives, ~~other~~Rick ~~violation~~Haynes byand usLance ofLehr. ~~their~~Webstar ~~intellectual~~Technology ~~property~~Group ~~rights~~has ~~could~~not ~~result~~entered into inemployment ~~significant~~agreements ~~costs~~with the aforementioned executives. There is no guarantee that the executives will agree to terms and execute ~~substantially~~employment ~~harm~~agreements ~~our~~that ~~business~~are favorable to the company. Should any of them discontinue working for Webstar Technology Group, there is no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and ~~operating~~retain the ~~results~~right people for the various key positions.

~~Internet, technology~~The ~~and~~company ~~media~~will ~~companies~~require ~~are~~a ~~frequently subject to litigation based on allegations of infringement, misappropriation or other violations~~general ~~of intellectual property rights. Some internet~~manager, technology and media companies, including some of our competitors, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims against us. Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows. Such litigation may involve patent holding companies or other adverse patent owners who ~~have~~has ~~no relevant product revenue, and, therefore, since we do~~ not ~~have~~yet ~~any~~been ~~patents, we may have little or no deterrence to these patent owners in bringing intellectual property rights claims against us~~hired. ~~We cannot assure you that we are not infringing or violating any third-party intellectual property rights.~~

11Webstar Technology Group is currently performing an executive search for the general manager and operator of Webstar Technology Group. There is no way to be certain that the general manager of Webstar Technology Group, once appointed, will be able to execute the same vision as Webstar Technology Group itself. If an appropriate person is not identified and hired, the company will not succeed and since its performance will depend on that person’s performance, it is possible that other Webstar Technology Group subsidiaries will be more successful than the company.

~~We cannot~~Webstar ~~predict~~Technology ~~whether~~Group assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in our favor, we may be ~~required~~not ~~to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute~~be ~~may~~able ~~require us~~ to ~~pay~~protect damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property; cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; and to indemnify our partners and other third parties. Royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, ~~and may require significant royalty payments and other expenditures. Any~~ of ~~these~~its ~~events could seriously harm our business, operating results and financial condition. In addition, any lawsuits regarding~~ intellectual property ~~rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel~~.

~~Some~~Webstar Technology Group, will be using the intellectual property of ~~our~~its ~~services~~parent, including the following trademarks that will be filed: Webstar Technology Group, Webstar Technology Group Family Resorts and ~~technologies~~Come See the Bear. The profitability of Webstar Technology Group may ~~use~~depend ~~“open~~in ~~source”~~part ~~software~~on Webstar Technology Group’ ability, to ~~which~~effectively ~~may~~protect ~~restrict~~its ~~how~~intellectual weproperty ~~use~~and orthe ~~distribute~~ability ~~our~~of ~~service~~Webstar Technology Group and, in the future, each of the other subsidiaries orto ~~require~~operate ~~that~~without weinadvertently ~~release~~infringing on the ~~source~~proprietary ~~code~~rights of ~~certain~~others. ~~services~~Any ~~subject~~litigation toprotecting ~~those~~the ~~licenses~~Webstar Technology Groups’ intellectual property and defending its original content could have a material adverse effect on the business, operating results and financial condition regardless of the outcome of such litigation.

~~Some of~~Webstar ~~our~~Technology ~~services~~Group ~~and~~has ~~technologies may incorporate software licensed under so-called “open source” licenses, including, but~~ not ~~limited to, the GNU General Public License and the GNU Lesser General Public License. Such open source licenses typically require~~yet ~~that~~entered ~~source~~into ~~code subject to the license be made available to the public and that~~ any ~~modifications~~master orlicensing ~~derivative~~agreements ~~works~~with tothird ~~open~~party ~~source software~~suppliers ~~continue to be licensed under open source licenses. Few courts have interpreted open source licenses,~~ and ~~the~~Webstar ~~manner~~Technology inGroup ~~which these~~has ~~licenses~~not ~~may~~yet bebeen ~~interpreted~~made ~~and~~a ~~enforced is therefore subject to some uncertainty. In the event that portions of our proprietary~~sublicense ~~technology are determined~~ to ~~be subject to an open source license, we could be required to publicly release~~ the ~~affected~~relevant ~~portions~~master ~~of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the~~ licensing ~~of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects~~agreements.

~~Our~~Webstar Technology Group intends to use Wyndham Hotel ~~results~~and Resorts as the operating facilities of ~~operations~~all ~~may~~of beits ~~adversely~~subsidiaries. ~~affected~~At ifthe wecurrent time negotiations are ~~subject~~taking toplace but a ~~protracted~~final ~~infringement~~master licensing ~~claim~~agreement orhas ~~one~~not ~~that~~been ~~results~~entered ininto aat ~~significant damage~~this ~~award~~time.

We may receive claims that our products or business infringe or misappropriate the intellectual property of third parties. Our competitors or other third parties may challenge the validity or scope of our intellectual property rights. We believe that we will be increasingly subject to claims of infringement as the functionality of products and software we plan to acquire overlaps with the competitors we will compete with. A claim may also be made relating to technology that we acquire or license from third parties. If we were subject to a claim of infringement, regardless of the merit of the claim or our defenses, the claim could:7

● require costly litigation to resolve; ● absorb significant management time; ● cause us to enter into unfavorable royalty or license agreements; ● require us to discontinue the sale of our products; ● require us to indemnify our customers or third-party systems integrators; or ● require us to expend additional development resources to redesign our products.Employees

~~We may~~As ~~also~~of bethe ~~required~~date toof ~~indemnify~~this ~~our~~report we ~~customers~~have ~~and~~one ~~third~~full-~~party~~time ~~systems~~employee ~~integrators~~and ~~for~~two ~~third-party~~contractor. ~~products~~We ~~that~~currently ~~are~~rely ~~incorporated~~on ~~into~~ our ~~products~~President and ~~that~~Chief ~~infringe~~Executive ~~the~~Officer ~~intellectual~~(“CEO”), Ricardo ~~property rights of others~~H. ~~Although~~Haynes ~~many~~We ~~of these third parties~~ are ~~obligated~~currently toutilizing ~~indemnify us~~external ifconsultants ~~their~~on ~~products~~a ~~infringe~~contract ~~the~~basis ~~rights~~to ofassist ~~others,~~with ~~this~~our ~~indemnification~~filings ~~may~~as ~~not~~a bepublic ~~adequate~~company.

12We intend to hire additional employees on an as-needed basis as our business expands.

~~In addition,~~Legal there could be claims challenging the ownership of open source software against companies that incorporate open source software into their products. Neither the Warp G software, the Gigabyte Slayer software nor the Webstar eCampus software use open source software in their products but we may use more open source software in the future. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Any of this litigation could be costly for us to defend, have a negative effect on our results of operations and financial condition or require us to devote additional research and development resources to change our products.Proceedings

~~Government regulation~~We know of ~~the~~no ~~products~~existing ~~and~~or ~~services~~pending legal proceedings against us, nor are we ~~plan~~involved toas ~~acquire~~a ~~and~~plaintiff ~~commercialize~~in ~~could~~any ~~cause~~proceeding usor topending ~~incur~~litigation. ~~significant~~There ~~compliance~~are ~~expenses~~no proceedings in which any of our directors, officers or ~~face~~any ~~legal~~of ~~action~~their respective affiliates, ~~which~~or ~~could~~any ~~make~~beneficial ~~our~~stockholder, ~~business~~is ~~less~~an ~~efficient~~adverse party or ~~even~~has a ~~impossible~~material interest adverse to our interest.

The impact of existing laws and regulations potentially applicable to our products and services, including regulations relating to issues such as privacy, telecommunications, defamation, pricing, advertising, taxation, consumer protection, content regulation, quality of products and services and intellectual property ownership and infringement, can be unclear. It is possible that U.S., state, and local governments might attempt to regulate our products and services or prosecute us for violations of their laws. In addition, these laws may be modified and new laws may be enacted in the future, which could increase the costs of regulatory compliance for us or force us to change our business practices. Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations, and dampen the growth in use of the products and services we plan to commercialize.Properties

~~Government~~Our principal offices are located ~~regulations~~at ~~relating~~1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our telephone number is 404-994-7819. These offices are leased by Mr. Ownes and provided to the ~~Internet~~Company ~~could~~free ~~increase~~of ~~our~~charge ~~cost~~until ofsuch ~~doing~~time ~~business~~as ~~and~~sufficient ~~affect~~funds ~~our~~have ~~ability~~been raised to ~~grow~~support the business operations. At that time, a lease arrangement will be made.

~~The use~~Emerging ofGrowth ~~the~~Company ~~Internet~~ and ~~other~~Smaller ~~online~~Reporting ~~services has led to and may lead to further adoption of new laws and regulatory practices in the~~Company U.S. or foreign countries and to new interpretations of existing laws and regulations. These new laws and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, allocation and apportionment of income amongst various state, local and foreign jurisdictions, fair business practices and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase our costs and materially and adversely affect our enrollments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.Status

~~Risks related~~Emerging toGrowth ~~our common stock~~Company

AnWe are an “emerging growth ~~active~~company” ~~trading~~as ~~market~~defined ~~for~~in ~~our~~Section ~~common~~2(a)(19) ~~stock~~of ~~may~~the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not ~~develop~~“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and ~~you~~proxy ~~may~~statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not bepreviously ~~able~~approved. We intend to ~~resell~~take ~~your~~advantage ~~shares~~of all these exemptions.

~~There has~~In ~~been~~addition, aSection ~~limited~~107 ~~public market for shares~~ of ~~our~~the JOBS ~~common~~Act ~~stock.~~also Inprovides ~~the~~that ~~absence of~~ an ~~active~~“emerging ~~trading~~growth ~~market~~company” ~~for~~can ~~our~~take ~~common~~advantage ~~stock,~~of ~~investors may~~the ~~not~~extended betransition ~~able~~period toprovided ~~sell~~in Section ~~their~~7(a)(2)(B) ~~common~~of ~~stock~~the atSecurities orAct ~~above~~for ~~the~~complying ~~purchase~~with ~~price~~new or atrevised ~~the~~accounting ~~time~~standards, ~~that~~and ~~they~~delay ~~would~~compliance ~~like~~with tonew ~~sell~~ or ~~at all. Our~~revised ~~stock~~accounting isstandards ~~currently~~until ~~trading~~those onstandards ~~the~~are ~~OTCQB~~applicable ~~tier~~to ofprivate ~~the OTC Markets Group, Inc~~companies. We dohave ~~not~~elected ~~know the extent~~ to ~~which~~take ~~investor~~advantage ~~interest~~of ~~will lead to~~ the ~~development~~benefits ~~and maintenance~~ of ~~an active trading market for our common stock. A limited trading volume will adversely impact~~this ~~your~~extended ~~ability~~transition ~~to sell our shares~~period.

~~The OTCQB,~~We ascould ~~with~~be ~~other~~an ~~public~~emerging ~~markets,~~growth company ~~has~~until ~~from~~the ~~time~~last today ~~time~~of ~~experienced~~the ~~significant~~first ~~price~~fiscal ~~and~~year ~~volume~~following ~~fluctuations. As a result,~~ the ~~market price~~fifth ofanniversary ~~shares~~ of our first common ~~stock~~equity ~~may be similarly volatile~~offering, ~~and~~although ~~holders~~circumstances could ofcause ~~shares~~us ~~of our common stock may from time~~ to ~~time~~lose ~~experience a~~that ~~decrease~~status inearlier ~~the~~if ~~value of their shares, including decreases unrelated to~~ our ~~operating~~annual ~~performance~~revenues orexceed ~~prospects~~$1.0 ~~The price of shares of our common stock could be subject to wide fluctuations in response to a number of factors~~billion, ~~including~~if ~~those~~we ~~listed~~issue inmore ~~this~~than ~~“Risk Factors” section of this report~~$1.0 Nobillion ~~assurance~~in ~~can be given that the market price of shares of our common stock will not fluctuate~~non-convertible ordebt ~~decline significantly~~ in ~~the~~any ~~future~~three-year period or ~~that~~if ~~common~~we ~~stockholders~~become ~~will~~a be“large ~~able~~accelerated tofiler” ~~sell~~as ~~their~~defined ~~shares~~in ~~when~~Rule ~~desired~~12b-2 onunder ~~favorable~~the ~~terms, or~~Exchange ~~at all~~Act.

13Smaller Reporting Company

~~Our Common~~We ~~Stock~~also ~~price~~qualify isas ~~likely~~a to“smaller reporting becompany” ~~highly~~under ~~volatile~~Rule ~~because~~12b-2 of ~~several~~the ~~factors~~Exchange Act, ~~including~~which is defined as a ~~limited~~company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We anticipate that the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.8

~~Other factors~~ITEM ~~that~~1A. ~~could~~RISK ~~cause such volatility may include, among other things:~~FACTORS

●Investment ~~actual or anticipated fluctuations~~ in our ~~operating~~common ~~results;~~stock ●involves ~~the~~a ~~absence~~ number of ~~securities~~substantial ~~analysts~~risks. ~~covering~~You usshould ~~and~~not ~~distributing~~invest ~~research~~in ~~and~~our ~~recommendations~~stock ~~about~~unless ~~us;~~you ●are weable ~~may~~to ~~have~~bear athe ~~low~~complete ~~trading~~loss ~~volume~~of ~~for~~your ainvestment. ~~number~~In ofaddition to ~~reasons,~~the ~~including~~risks ~~that~~and ainvestment ~~large~~considerations ~~portion~~discussed ofelsewhere ~~our~~in ~~stock~~this isAnnual ~~closely~~Report ~~held;~~on ●Form ~~overall~~10-K, ~~stock~~the ~~market~~following ~~fluctuations;~~factors ●should ~~announcements~~be ~~concerning~~carefully considered. ~~our~~The ~~business~~risks orand ~~those~~uncertainties ofdescribed ~~our~~below ~~competitors;~~are ●not ~~actual~~the oronly ~~perceived~~ones ~~limitations~~we onface. ~~our~~Additional ~~ability~~risks toand ~~raise~~uncertainties ~~capital~~not ~~when~~presently known weto ~~require~~us ~~it,~~or ~~and~~that towe ~~raise~~currently ~~such~~deem ~~capital~~immaterial onalso ~~favorable~~may ~~terms;~~impair ●our ~~conditions~~business oroperations. ~~trends~~If inany of the ~~industry;~~following ●risks ~~litigation;~~actually ●occur, our ~~changes~~business incould ~~market~~be ~~valuations~~harmed. ofIn ~~other~~such ~~similar~~case, ~~companies;~~the ●trading ~~future~~price ~~sales~~ of our common stock; ●could ~~departure~~decline ofand ~~key~~investors ~~personnel~~could lose all or ~~failure~~a topart of ~~hire~~the ~~key~~money ~~personnel;~~paid ~~and~~to ●buy ~~general~~our ~~market~~common ~~conditions~~stock.

~~Any of~~Risks ~~these~~Relating factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to ~~the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of~~ our ~~common stock, regardless of our actual operating performance.~~Business

~~Because our~~This ~~officers~~is ~~and~~a ~~board~~very ofyoung ~~directors will make all management decisions, you should only purchase our securities if you are comfortable entrusting our directors to make all decisions~~Company.

~~Our board~~The control of ~~directors will have~~ the ~~sole~~company ~~right~~was tochanged ~~make~~on ~~all~~June ~~decisions~~25, 2024. ~~with~~It ~~respect~~is toa ~~our~~startup ~~management.~~company ~~Investors~~that ~~will~~has not ~~have~~yet anstarted ~~opportunity to~~operations, ~~evaluate~~and ~~the~~has ~~specific~~not ~~projects~~started ~~that~~to ~~will~~build beits ~~financed~~facilities. ~~with~~There ~~future~~is ~~operating~~no ~~income.~~history ~~You~~upon which ~~should~~an ~~not~~evaluation ~~purchase~~of ~~our~~its ~~securities~~past ~~unless~~performance ~~you are~~and ~~willing~~future toprospects ~~entrust~~in ~~all~~the ~~aspects~~hospitality ofand ~~our~~entertainment ~~management~~industry tocan ~~our~~be ~~officers~~made. ~~and~~Statistically, most ~~directors~~startup companies fail.

~~We need~~The toCompany’s ~~raise~~affiliated ~~additional capital. If we are unable to raise necessary additional capital, our business may fail, or our operating results~~entities ~~and~~have ~~our~~no ~~stock~~prior ~~price~~performance ~~may be materially adversely affected~~record.

~~Because our~~Webstar ~~operations~~Technology ~~have~~Group ~~not~~has ~~generated~~new ~~sufficient~~management ~~revenues~~in ~~to sustain them, we will need to secure adequate funding to further develop~~ the ~~eCampus~~market, ~~website which may include integration with~~ the ~~Gigabyte~~affiliates ~~Slayer~~of ~~and~~Webstar ~~WARP-G~~Technology ~~software~~Group, ~~solutions~~such ~~and~~as ~~planned~~Bear ~~licensing~~Village ofAsset ~~these~~Holdings ~~software applications~~– ~~on a standalone basis. Selling additional stock~~GA, ~~either privately or publicly~~LLC, ~~would~~(which ~~dilute~~will ~~the~~provide ~~equity interests of our~~management ~~stockholders.~~services Ifto weWebstar ~~borrow~~Technology ~~more~~Group) ~~money,~~do wenot ~~will~~ have toa ~~pay~~track ~~interest~~record ~~and~~of ~~may~~involvement ~~also~~in ~~have~~hospitality toand ~~agree~~entertainment ~~to restrictions~~ that ~~limit~~investors ~~our~~may ~~operating flexibility~~assess. Even Ifif wean ~~are~~affiliate ~~unable~~of toWebstar ~~obtain~~Technology ~~adequate~~Group ~~financing,~~did wehave ~~may~~such ~~have~~prior toexperience, ~~curtail~~that ~~our~~experience ~~operations~~would ~~and~~not ~~our~~be ~~business~~indicative ~~would~~of ~~fail~~its future performance.

14The Company has minimal operating capital, no significant assets and no revenue from operations.

~~Our issuance~~The ofcompany ~~additional~~currently ~~common~~has ~~stock~~minimal inoperating ~~exchange~~capital and for the ~~purchase~~foreseeable future will be dependent upon its ability to finance its planned operations from the sale of ~~assets,~~securities ~~services~~or other financing alternatives. There can be no assurance that it will be able to successfully raise operating capital in this or other offerings of securities, or to ~~repay~~raise ~~debt~~enough ~~would~~funds ~~dilute~~to ~~your~~fully ~~proportionate~~construct operational entertainment centers. The failure to successfully raise operating ~~ownership~~capital ~~and~~could ~~voting~~result ~~rights~~in its inability to execute its business plan and ~~could~~potentially lead to bankruptcy, which would have a ~~negative~~material ~~impact~~adverse effect on the ~~market~~company ~~price~~and ofits ~~our Common Stock~~investors.

~~It is~~The ~~possible~~success ~~that we may issue additional shares~~ of ~~common~~Webstar ~~stock~~Technology Group inbusiness ~~exchange~~is ~~for~~dependent ~~debt~~on orpurchasing ~~for~~large ~~cash~~parcels ~~under~~of ~~circumstances~~land ~~we may deem appropriate~~ at ~~the~~favorable ~~time~~prices. ~~Any such new issuances may cause a decrease in the quoted price of our common stock.~~

~~Our common~~Webstar ~~stock~~Technology Group is a ~~“penny~~capital-intensive ~~stock”~~operation and ~~under~~requires ~~SEC~~the ~~rules~~purchase of large parcels of land prior to construction. ItAs ~~may~~of the date of this Offering Circular the company has a deposit on its Georgia property for the first of two facilities to be ~~more~~developed. ~~difficult~~The company does not know whether it will be able to ~~resell~~obtain ~~securities~~additional properties ~~classified~~at asacceptable ~~“penny~~purchase terms that are favorable. Finally, if this Offering does not raise enough capital to purchase the land ~~stock~~and begin construction, the company will need to procure external financing for the purchase of the land and/or construction of the facility.”

~~Our common~~The ~~stock~~Company ismay araise ~~“penny~~more ~~stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share~~capital price below $5.00). Unless we maintain a per-share price above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and ~~the~~future ~~risks~~fundraising inrounds ~~the~~could ~~penny~~result ~~stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson~~ in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transactiondilution.

~~Legal~~Webstar ~~remedies~~Technology ~~available~~Group may need to anraise ~~investor~~additional funds into ~~“penny~~finance ~~stocks”~~its ~~may~~operations ~~include~~or ~~the~~fund ~~following:~~its ●business Ifplan. aEven ~~“penny~~if ~~stock”~~the iscompany ~~sold~~manages to ~~the~~raise ~~investor~~subsequent infinancing ~~violation~~or ofborrowing rounds, the ~~requirements~~terms ~~listed~~of ~~above,~~those orborrowing ~~other~~rounds ~~federal~~might orbe ~~states~~more ~~securities~~favorable ~~laws,~~to ~~the~~new ~~investor~~investors ~~may~~or becreditors ~~able~~than to ~~cancel~~existing ~~the~~investors ~~purchase~~such ~~and~~as ~~receive~~you. aNew equity ~~refund~~investors ofor ~~the~~lenders ~~investment.~~could ●have Ifgreater arights ~~“penny~~to ~~stock”~~our isfinancial ~~sold~~resources (such as liens over our assets) compared to ~~the~~existing shareholders. ~~investor~~Additional infinancings acould ~~fraudulent~~also ~~manner,~~dilute ~~the~~your ~~investor~~ownership ~~may~~stake, bepotentially ~~able~~drastically. toSee ~~sue~~“Dilution” and the “Management’s ~~persons~~Discussion and ~~firms~~Analysis ~~that~~of ~~committed~~Financial ~~the~~Condition ~~fraud~~and Results of Operations– Plan of Operation” for more ~~damages~~information.

~~However, investors~~Success ~~who have signed arbitration agreements may have to pursue their claims through arbitration. These requirements may have the effect of reducing the level of trading activity, if any,~~ in the ~~secondary~~hospitality ~~market~~and ~~for a security that becomes subject to the penny stock~~entertainment ~~rules.~~industry ~~The~~is ~~additional~~highly ~~burdens~~unpredictable ~~imposed~~and ~~upon~~there ~~broker-dealers~~is byno ~~such~~guarantee ~~requirements~~the ~~may~~company’s ~~discourage~~content ~~broker-dealers~~will ~~from~~be ~~effecting~~successful ~~transactions~~ in ~~our securities, which could severely limit~~ the market ~~price and liquidity of our securities~~. ~~These requirements may restrict the ability of broker-dealers to sell our Common Stock and may affect your ability to resell our Common Stock.~~

~~Many brokerage~~The ~~firms~~company’s success will ~~discourage~~depend oron ~~refrain~~the ~~from~~popularity of ~~recommending~~its ~~investments~~hospitality inand ~~penny~~entertainment ~~stocks~~facilities. ~~Most~~Consumer ~~institutional~~tastes, ~~investors~~trends ~~will~~and ~~not~~preferences ~~invest in~~frequently ~~penny~~change ~~stocks~~and are notoriously difficult to predict. InIf ~~addition,~~the ~~many~~company ~~individual~~fails ~~investors~~to ~~will~~anticipate ~~not~~future ~~invest~~consumer preferences in ~~penny~~the ~~stocks~~hospitality ~~due~~and entertainment business, ~~among~~its ~~other~~business and ~~reasons,~~financial toperformance ~~the~~will ~~increased~~likely ~~financial risk~~suffer. ~~generally~~The ~~associated~~hospitality ~~with~~and ~~these~~entertainment ~~investments.~~industries ~~For~~are ~~these~~fiercely ~~reasons,~~competitive. ~~penny~~The ~~stocks~~company may ~~have~~not be aable ~~limited~~to ~~market~~develop ~~and,~~facilities ~~consequently,~~that ~~limited liquidity~~will become profitable. WeThe ~~can~~company ~~give~~may noalso ~~assurance~~invest ~~that~~in ~~our~~facilities ~~Common~~that ~~Stock~~end ~~will~~up ~~not~~losing ~~remain~~money. ~~classified~~Even asif one aof ~~“penny~~its ~~stock”~~facilities inis successful, the ~~future~~company may lose money in others.

~~Common~~Changes in consumer financial condition, leisure tastes ~~stock~~and ~~eligible~~preferences, ~~for~~particularly ~~future~~those ~~sale~~affecting ~~may~~the ~~adversely~~popularity of family resorts, and other social and demographic trends could adversely affect its business. Significant periods of restricted travel or group gatherings, such as Covid-19 or similar circumstances, could result in situations where facilities usage is below historical levels would have a material adverse effect on its business, results of operations and financial condition. If the ~~market~~company cannot attract patrons, retain its existing resident, its financial condition and results of operations could be harmed.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. There are 158,271,000 shares of our common stock outstanding as of the date of this report. 85,466,340 of these shares are tradable without restriction. Given the lack of a trading history of our common stock, resale of even a small number of shares of our common stock may adversely affect the market price of our common stock.9

15The pandemics could have material negative effects on Webstar Technology Groups’ planned operations, including facilities where large groups of people gather in close proximity.

~~We are~~The animpact ~~emerging~~of ~~growth~~COVID-19 ~~company~~on ~~within~~companies ~~the~~is ~~meaning~~well ofdocumented. Vaccines ~~the~~have ~~Securities~~been ~~Act,~~administered ~~and~~by ifthe westates. ~~take~~Webstar ~~advantage~~Technology ofGroup ~~certain~~operates ~~exemptions~~facilities ~~from~~which ~~disclosure~~include restaurants, gathering points ~~requirements~~and ~~available~~opportunities tofor ~~emerging~~large ~~growth~~groups ~~companies,~~of ~~this~~people ~~could~~can ~~make~~gather ~~our~~in ~~securities~~close ~~less~~proximity. ~~attractive~~In tothe ~~investors~~event ~~and~~of ~~may~~another ~~make~~pandemic itthe ~~more~~Federal Government and ~~difficult~~local tostates ~~compare~~may ~~our~~institute ~~performance~~restrictions ~~with~~which ~~other~~could ~~public~~affect ~~companies~~the Company’s operations.

~~We are~~Webstar anTechnology ~~“emerging~~Group ~~growth~~Resorts ~~company”~~will ~~within~~implement ~~the~~strict cleaning ~~meaning~~and ofsanitizing ~~the~~procedures ~~Securities~~across ~~Act,~~each asresort. ~~modified~~The byvaccine ~~the~~distribution ~~JOBS~~program ~~Act,~~currently ~~and~~ranges ~~we may take advantage of certain exemptions~~ from ~~various~~50% ~~reporting requirements that are applicable~~ to ~~other~~80% ~~public~~based ~~companies~~on ~~that are not emerging growth~~the ~~companies~~state. ~~including,~~Future ~~but~~variations ~~not~~or ~~limited~~mutations ~~to, not being required to comply with the auditor internal controls attestation requirements~~ of ~~Section~~ ~~404 of the Sarbanes~~COVID-~~Oxley~~19 ~~Act,~~or ~~reduced~~other ~~disclosure~~pandemic ~~obligations~~diseases 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. As a result, our stockholders may not have access to certain information they may deem important. We could ~~be an emerging growth company for up to five years, although circumstances could~~ cause usnew tosocial ~~lose~~restrictions ~~that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in~~ which ~~case~~could weaffect ~~would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors~~Webstar ~~will~~Technology ~~find~~Groups’ ~~our securities less attractive because we will rely on these exemptions~~operations. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Further, Section~~Webstar ~~102(b)(1)~~Technology ofGroup ~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting~~operates ~~standards~~in ~~until private companies (that is, those that have not had~~ a ~~Securities~~highly ~~Act~~competitive ~~registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards~~market. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 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, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which 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.

AsWebstar Technology Group plans to operate in a highly ancompetitive ~~emerging~~market ~~growth~~and ~~company~~faces intense competition. Competitors will include Disney, ~~our~~Six ~~auditor~~Flags, isDollywood, ~~not~~Great ~~required~~Wolf toLodge ~~attest~~and toother ~~the~~multi-activity resorts. ~~effectiveness~~Many of ~~our~~the ~~internal~~company’s ~~controls~~current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. Competitors may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, infrastructure, fulfillment, and marketing.

~~Our independent~~Further, ~~registered~~Webstar ~~public~~Technology ~~accounting~~Groups’ ~~firm~~properties will iscompete ~~not~~on ~~required~~a tolocal ~~attest~~and toregional ~~the~~level ~~effectiveness~~with ofrestaurants ~~our~~and ~~internal~~other ~~control~~business, ~~over~~dining ~~financial~~and ~~reporting while~~social ~~we are an emerging growth company~~clubs. ~~This~~The ~~means~~number ~~that~~and ~~the~~variety ~~effectiveness~~ of ~~our financial operations may differ from our peer companies~~competitors in ~~that~~this ~~they~~business ~~may~~will bevary ~~required~~based toon ~~obtain~~the ~~independent~~location ~~registered~~and ~~public~~setting ~~accounting~~of ~~firm~~each ~~attestations~~facility. asSome tofacilities ~~the~~may ~~effectiveness~~be ofsituated ~~their~~in ~~internal~~intensely competitive ~~controls~~areas ~~over~~characterized ~~financial~~by ~~reporting~~numerous resorts and wefamily ~~are not~~attractions. ~~While~~In ~~our~~addition, ~~management~~in ~~will~~most beregions, ~~required~~the tocompetitive ~~attest~~landscape tois ~~internal~~in ~~control over financial~~constant ~~reporting~~flux ~~and~~as wenew ~~will~~resorts beand ~~required~~other tofamily ~~detail~~venues ~~changes~~open toor ~~our~~expand ~~internal~~their ~~controls~~amenities. onAs a ~~quarterly~~result ~~basis,~~of wethese ~~cannot~~characteristics, ~~provide assurance that~~ the ~~independent~~ ~~registered~~supply ~~public~~in ~~accounting~~a ~~firm’s~~given region ~~review~~may ~~process~~exceed ~~in assessing~~ the ~~effectiveness~~demand offor ~~our~~such ~~internal controls over financial reporting~~facilities, ifand ~~obtained,~~any ~~would~~increase ~~not~~in ~~find~~the ~~one~~number or ~~more~~quality ~~material~~of ~~weaknesses~~resorts orand ~~significant~~family ~~deficiencies. Further~~venues, ~~once~~or wethe ~~cease~~products and toservices bethey ~~an emerging growth company~~provide, wein ~~will~~such beregion ~~subject~~could tosignificantly ~~independent~~impact ~~registered public accounting firm attestation regarding~~ the ~~effectiveness~~ability of ~~our~~the ~~internal controls~~company’s ~~over~~properties ~~financial reporting. Even if management finds such controls~~ to beattract ~~effective,~~and ~~our independent registered public accounting~~retain ~~firm~~members, ~~may~~which ~~decline~~could toharm ~~attest~~their tobusiness ~~the~~and ~~effectiveness~~results of ~~such internal controls and issue a qualified report~~operations.

16Competition in the “alternative venues for recreational pursuits” industry could have a material adverse effect on the company’s business and results of operations.

~~We believe~~Webstar weTechnology ~~will~~Group beproperties ~~considered~~compete on a ~~smaller~~local and ~~reporting~~regional level with alternative venues for recreational pursuits. The company’s ~~and~~results ~~will~~of operations could be ~~exempt~~affected ~~from~~by ~~certain~~the availability ~~disclosure~~of, ~~requirements~~and demand for, ~~which~~alternative ~~could~~venues ~~make~~for ~~our common~~recreational ~~stock~~pursuits, ~~less~~such ~~attractive~~as tomulti-use ~~potential~~facilities ~~investors~~and other town center venues.

~~Effective on~~Customer ~~September~~complaints ~~10,~~or ~~2018,~~litigation on ~~Rule~~behalf ~~12b-2~~ of ~~the~~our ~~Exchange~~customers ~~Act~~or ~~defines~~employees amay ~~“smaller~~adversely ~~reporting~~affect ~~company”~~our ~~as an issuer that is not an investment company~~business, anresults ~~asset-backed~~of ~~issuer,~~operations or afinancial ~~majority-owned subsidiary of a parent that is not a smaller reporting company and that:~~condition.

●The ~~had~~company’s ~~a public float of less than $250 million as of the last~~ business ~~day~~may ofbe ~~its~~adversely ~~most recently completed second fiscal quarter, computed~~ affected by ~~multiplying~~legal ~~the~~or ~~aggregate~~governmental ~~worldwide~~proceedings ~~number~~brought ~~of shares of its voting and non-voting common equity held~~ by ~~non-affiliates by the price at which the common equity was last sold,~~ or ~~the~~on ~~average~~behalf of ~~the~~their ~~bid and asked prices of common equity~~residents, incustomers ~~the principal market for the common equity;~~ or ●employees. inRegardless ~~the case~~ of anwhether ~~initial~~any ~~registration~~claims against ~~statement under~~ the ~~Securities~~company ~~Act~~are valid or ~~the~~whether ~~Exchange~~they ~~Act~~are ~~for shares of its common equity~~liable, ~~had~~claims amay ~~public~~be ~~float~~expensive ofto ~~less~~defend ~~than~~and ~~$250~~may ~~million~~divert astime ofand amoney ~~date~~away ~~within~~from 30operations and ~~days~~hurt ofour ~~the~~financial ~~date~~performance. ofA ~~the~~judgment ~~filing~~significantly ~~of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus,~~ in ~~the~~excess ~~case~~ of atheir ~~Securities~~insurance ~~Act~~coverage ~~registration~~or ~~statement,~~not ~~the~~covered ~~number of such shares included in the registration statement~~ by ~~the~~insurance ~~estimated~~could ~~public~~have a ~~offering~~material ~~price~~adverse ofeffect ~~the~~on ~~shares; or ● in~~ the ~~case~~company’s ofbusiness, anresults ~~issuer whose public float as calculated under paragraph (1) or (2)~~ of ~~this~~operations ~~definition was zero~~ or ~~whose~~financial ~~public~~condition. ~~float was less than $700 million~~Also, ~~had~~adverse ~~annual~~publicity ~~revenues~~resulting from ofthese ~~less~~allegations ~~than~~may ~~$100~~materially ~~million~~affect ~~during~~ the ~~most recently completed fiscal year for which audited financial statements are available~~company.

~~As a~~The ~~smaller~~Company’s ~~reporting~~insurance ~~company,~~coverage may ~~we will~~ not be ~~required~~adequate ~~and~~to ~~may~~cover ~~not~~all ~~include~~possible alosses Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that ~~are~~it ~~less comprehensive than issuers that are not smaller reporting companies which~~ could ~~make~~suffer ~~our~~and ~~common~~its ~~stock~~insurance ~~less~~costs ~~attractive~~may ~~to potential investors, which could make it more difficult for our stockholders to sell their shares~~increase.

The company has not yet acquired insurance. It ~~may~~ may not be ~~possible~~able to ~~have~~acquire insurance policies that cover all types of losses and liabilities. Additionally, once the company acquires insurance, there can be no assurance that its insurance will be sufficient to cover the full extent of all of its losses or liabilities for which it is insured. Further, insurance policies expire annually and the company cannot guarantee that it will be able to renew insurance policies on favorable terms, or at all. In addition, if it, or other leisure facilities, sustain significant losses or make significant insurance claims, then its ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. If the company’s insurance coverage is not adequate, ~~internal~~or ~~controls~~it becomes subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by their employees, this could adversely affect the company’s financial condition or results of operations.

~~Section 404~~The ofCompany ~~the~~may ~~Sarbanes-Oxley~~not ~~Act~~be ofable ~~2002 (“Section 404”) requires our management~~ to ~~report~~operate its onfacilities, ~~the~~or ~~operating~~obtain ~~effectiveness~~and ~~of our~~maintain ~~Internal~~licenses ~~Controls~~and ~~over~~permits ~~financial~~necessary ~~reporting~~ for ~~the~~such ~~year~~operation, ~~ending December 31 following the year~~ in ~~which~~compliance ~~the~~with ~~Company’s registration statement was declared effective~~laws, ~~which~~regulations ~~was 2020. We must establish an ongoing program to perform the system~~ and ~~process evaluation,~~other ~~and testing necessary to comply with these~~ requirements~~. At this time~~, wewhich ~~have~~could ~~not~~adversely ~~yet~~affect ~~fully~~its ~~been~~business, ~~able~~results ~~to truly test and expand a system~~ of ~~controls;~~operations ~~therefore,~~or itfinancial ~~may not be possible to have adequate internal controls until such a system is put into place~~condition.

~~Our compliance~~Each ~~with~~facility ~~applicable~~is ~~provisions~~subject ofto ~~Section~~licensing ~~404 will require that we incur substantial accounting expense~~ and ~~expend significant~~regulation ~~management~~by ~~time~~alcoholic onbeverage ~~compliance-related~~control, ~~issues~~amusement, ashealth, ~~we implement additional corporate governance practices and comply with reporting requirements. Moreover~~sanitation, ~~if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner~~safety, orbuilding ifcode weand orfire ~~our~~agencies ~~independent registered public accounting firm identifies deficiencies~~ in ~~our~~the ~~internal control over financial reporting that are deemed to be material weaknesses~~state, ~~the~~county ~~market price of our stock could decline~~ and ~~we could be subject to sanctions~~ /or ~~investigations by the SEC or other regulatory~~municipality ~~authorities,~~in which ~~would~~the ~~require~~facility ~~additional~~is ~~financial and management resources~~located.

~~Controlling Stockholder has 100% of the voting rights of the Company.~~10

~~On March~~Each ~~16,~~facility ~~2020,~~is ~~the~~required ~~Company~~to ~~filed~~obtain a ~~Certificate~~license ofto ~~Designations~~sell alcoholic (beverages on the ~~“Certificate”)~~premises ~~with~~from ~~the~~a ~~Secretary~~state ofauthority ~~State~~and, ofin ~~Wyoming to~~certain ~~amend~~locations, ~~its~~county ~~Articles~~and ofmunicipal ~~Incorporation~~authorities. toTypically, ~~designate~~licenses must ~~the~~be ~~Series~~renewed Aannually ~~Preferred~~and ~~Stock~~may asbe arevoked ~~series~~or ofsuspended ~~preferred~~for ~~stock~~cause ofat ~~the~~any ~~Company~~time. 1In some states,~~000 shares~~ the loss of ~~Series~~a Alicense ~~Preferred~~for ~~Stock~~cause ~~are~~with ~~authorized~~respect to inone facility may lead to the ~~Certificate.~~loss ~~The~~of ~~Series~~licenses Aat ~~Preferred~~all ~~Stock~~facilities ~~has~~in ~~voting~~that ~~rights~~state ~~equivalent~~and could make it more difficult to ~~three~~obtain additional ~~times~~licenses ~~the~~in ~~total~~that ~~voting~~state. ~~power~~Alcoholic beverage control regulations relate to numerous aspects of the ~~total~~daily ~~common~~operations ~~stock~~of ~~outstanding~~each atfacility, ~~any~~including minimum ~~time.~~age ~~The~~of ~~Series~~patrons Aand ~~Preferred~~employees, ~~Stock~~hours ~~has~~of nooperation, ~~conversion rights~~advertising, no ~~dividends~~wholesale purchasing, inventory control and nohandling ~~liquidation~~and ~~preference~~storage and dispensing of alcoholic beverages. OnThe ~~April~~failure 2,to ~~2020~~receive or retain a liquor license, ~~the~~or ~~Company~~any ~~issued~~other ~~James~~required ~~Owens~~permit ~~all~~or 1license,~~000~~ ~~shares~~in a ofparticular ~~its~~location, ~~Series~~or Ato ~~Preferred Stock~~continue into ~~settlement~~qualify offor, ~~$250~~or renew licenses,~~000~~ ~~due~~could have a material adverse effect on operations and the company’s ability to ~~Mr.~~obtain ~~Owens~~such a license or permit in other locations.

17The company may be subject to “dram shop” statutes in states where its facilities may be located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Recent litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could have an adverse impact on the company’s business, results of operations or financial condition.

~~James Owens~~As ~~has~~a ~~voting~~result ~~control~~of ~~over~~operating ~~61,280,387~~certain ~~common~~entertainment ~~shares held by the Frank T. Perone Revocable Trust. When added to the voting power of~~games ~~his~~and ~~Series A Preferred Stock~~attractions, ~~James~~including ~~Owens~~skill-based ~~holds~~games ~~100%~~that ofoffer ~~the~~redemption ~~voting~~prizes, ~~rights of~~ the ~~Company.~~company ~~Because~~is ~~Mr.~~subject ~~Owens~~to ~~has~~amusement ~~100%~~licensing ofand ~~the voting rights~~regulation ofby ~~our~~the ~~stockholders~~states, hecounties ~~will~~and bemunicipalities ~~able~~in towhich ~~influence~~its ~~the~~facilities ~~outcome~~are ofto ~~all~~be ~~corporate~~located. ~~actions~~These ~~requiring~~laws ~~approval~~and ofregulations ~~our~~can ~~stockholders,~~vary ~~including~~significantly ~~the~~by ~~election~~state, ofcounty, ~~directors~~ and ~~approval~~municipality ofand, ~~significant~~in ~~corporate~~some ~~transactions~~jurisdictions, ~~which~~ may ~~result~~require inthe ~~corporate~~company ~~action~~to ~~with~~modify ~~which~~their ~~other~~business ~~stockholders do~~operations ~~not~~or ~~agree.~~alter Ifthe mix ~~Mr. Owens votes in favor~~ of ~~the~~redemption ~~foregoing~~games ~~actions, he will have sufficient voting power to approve such actions~~ and no ~~other~~simulators ~~stockholder~~that ~~approvals~~they ~~will be required~~offer.

AsMoreover, as more states and local communities implement alegalized ~~result~~gambling, ~~Mr.~~the ~~Owens~~laws ~~will~~and ~~have~~corresponding ~~significant~~enabling ~~influence~~regulations ~~over~~may ~~our~~also ~~management~~be ~~and~~applicable ~~affairs~~to the company’s redemption games and regulators ~~control~~may ~~over~~create ~~matters~~new ~~requiring~~licensing ~~stockholder~~requirements, ~~approval~~taxes or fees, ~~including~~ or restrictions on the ~~election~~various types of ~~directors~~redemption ~~and~~games ~~significant~~the ~~corporate~~company offers. ~~transactions~~Furthermore, ~~such~~other asstates, acounties ~~merger~~and ormunicipalities ~~other~~may ~~sale~~make changes to existing laws to further regulate legalized gaming and illegal gambling. Adoption of ~~our~~these ~~company~~laws, or ~~our~~adverse ~~assets~~interpretation of existing laws, could cause the company to modify its plans for its facilities and if the ~~foreseeable~~company ~~future.~~creates ~~His~~facilities ~~interests~~in these jurisdictions it may ~~differ~~be required to alter the mix of games, modify certain games, limit the number of tickets that may be won by a customer from a redemption game, change the ~~interests~~mix of ~~other~~prizes ~~stockholders~~that ~~and~~the ~~thus~~company ~~result~~may offer inor ~~corporate~~terminate ~~decisions~~the use of specific games, any of which could adversely affect the company’s operations. If the company fails ~~that~~to ~~are~~comply ~~disadvantageous~~with such laws and regulations, the company may be subject to ~~other~~various ~~stockholders~~sanctions and/or penalties and fines or may be required to cease operations until it achieves compliance, which could have an adverse effect on the company’s business and financial results.

~~We engage~~The inCompany ~~transactions~~has ~~with~~concentrated ~~James~~its ~~Owens,~~investments in ~~our~~family ~~controlling stockholder~~entertainment, ~~and~~real ~~entities~~estate heand ~~owns~~facilities, orwhich ~~controls~~are ~~and~~subject ~~the~~to ~~terms~~numerous ~~were~~risks, ~~not~~including ~~arrived at~~the asrisk athat ~~result~~the values of ~~arms-length~~their investments ~~negotiations~~may ~~and~~decline if there ~~are~~is noa ~~assurances~~prolonged ~~that~~downturn ~~these~~in ~~transactions~~real ~~are~~estate ~~fair to our company~~values.

~~We have~~The ~~entered~~company’s ~~into~~operations awill ~~significant~~consist ~~number~~almost entirely of ~~transactions~~family ~~with~~resorts ~~James Owens~~properties, ~~our~~approximately ~~controlling~~30-60 ~~stockholder,~~acres orin ~~entities~~size, hethat ~~owns~~encompass ora ~~controls. These~~large ~~transactions~~amount ~~include the issuance~~ of ~~97,000,000~~real ~~shares~~estate ~~of our common stock to Mr~~holdings. ~~Owens upon formation of our company~~Accordingly, ~~the license~~ of the ~~Gigabyte~~company ~~Slayer~~is ~~software~~subject ~~and~~to ~~WARP-G software from Soft Tech,~~ the ~~purchase~~risks ofassociated ~~the~~with ~~Webstar~~holding ~~eCampus~~real ~~software~~estate ~~from~~investments. ~~Webstar Networks for 17,000,000 shares of our common stock, and the sale to him of 1,000 shares of our Series~~ A ~~Preferred~~prolonged ~~Stock.~~decline ~~The~~in ~~terms of these transactions were not determined as a result of arm’s length negotiations. Consequently, we cannot assure you that~~ the ~~terms~~popularity of ~~the transactions~~resorts wecould ~~entered~~adversely ~~into~~affect ~~with Mr. Owens or entities he owns or controls are on terms as fair as we might receive from or extend to third parties. Furthermore, it is possible that as a result of~~ the ~~conflict~~value of ~~interests,~~its ~~the~~real ~~intellectual~~estate ~~property~~holdings ~~we acquire, software we license~~ and ~~services to be provided by Mr. Owens may not be worth the prices we pay and~~ could ~~have~~make ait ~~material~~difficult ~~adverse~~to ~~effect~~sell onfacilities ~~our~~or ~~business, financial condition and results of operations~~businesses.

WeThe company’s real estate holdings will be subject doto ~~not~~risks ~~expect~~typically associated with investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned, expenses incurred and capital appreciation generated by the related properties. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and time-consuming to ~~pay~~expand, ~~cash~~modify ~~dividends~~or renovate older properties. Under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have an adverse impact on our ~~common~~business, ~~stock~~financial incondition ~~the~~or ~~foreseeable~~results ~~future~~of operations.

~~Holders of~~The ~~shares~~Company ofworks ~~our~~with ~~common~~national ~~stock are entitled to receive such dividends as may be declared by our board of directors. To date~~hospitality, ~~we have paid~~ nohotel ~~cash dividends on our shares of common stock~~ and welocal doservice ~~not~~providers ~~expect~~ to ~~pay~~create ~~cash~~an ~~dividends~~experience ~~on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds~~ for ~~operations of our business~~families. ~~Therefore,~~Business ~~any~~risks ~~return~~associated ~~investors~~with inthese ~~our common~~providers ~~stock~~can ~~may~~affect ~~have will be in~~ the company’s ~~form of appreciation, if any, in the market value of their shares of common stock~~operations. ~~See “Dividend Policy.”~~

WeThe company’s operations include partnerships ~~may,~~with inWyndham Resorts and Choice Hotels to manage and operate the ~~future,~~hotel ~~issue~~and ~~additional~~timeshare ~~shares~~operations. ofThe ~~common~~company ~~stock,~~also ~~which~~plans ~~would~~to ~~reduce~~partner ~~investors’~~with local ~~percent~~service ofpartners ~~ownership~~who ~~and~~provide ~~may~~activities ~~dilute~~based on the resort surroundings. Issues or business risks associated with each of these ~~our~~partner ~~share~~companies ~~value~~could affect the operation of one or more of the company’s resorts.

Our amended and restated articles of incorporation as amended authorize the issuance of 300,000,000 shares of common stock. As of the date of this report, we had 158,271,000 shares of common stock outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.11

~~Anti-takeover effects~~The illiquidity of ~~certain~~real ~~provisions~~estate ofmay make ~~Wyoming~~it ~~state~~difficult ~~law~~for ~~hinder~~the acompany ~~potential~~to ~~takeover~~dispose of one or more of our ~~company~~properties or negatively affect its ability to profitably sell such properties and access liquidity.

~~Though not~~The ~~now,~~company we may befrom ortime ~~in the future we may become subject~~ to ~~Wyoming’s~~time ~~control~~decide ~~share law. A corporation is subject~~ to ~~Wyoming’s~~dispose ~~control~~of ~~share~~one ~~law~~or ifmore itof ~~has~~its ~~more~~real ~~than~~estate ~~200~~assets. ~~stockholders,~~Because atreal ~~least~~estate ~~100~~holdings ofgenerally, ~~whom~~ are ~~stockholders~~relatively ofilliquid, ~~record~~the ~~and~~company ~~residents~~may ofnot ~~Wyoming,~~be ~~and~~able itto ~~does~~dispose ~~business~~of inone ~~Wyoming~~ or ~~through~~more anreal ~~affiliated~~estate ~~corporation.~~assets ~~The law focuses~~ on ~~the acquisition of~~ a ~~“controlling~~timely ~~interest” which~~basis. ~~means~~In ~~the~~some ~~ownership of outstanding voting shares sufficient~~circumstances, ~~but~~sales ~~for~~may ~~the~~result ~~control~~in ~~share~~investment ~~law,~~losses towhich ~~enable~~could adversely ~~the~~affect ~~acquiring person to exercise~~ the ~~following~~company’s ~~proportions~~financial ofcondition. ~~the~~The ~~voting~~illiquidity ~~power~~ of ~~the~~its ~~corporation~~real inestate ~~the~~assets ~~election~~could ofmean ~~directors:~~that ~~(i)~~it ~~one-fifth~~continues orto ~~more but less than one-third,~~operate ~~(ii)~~a ~~one-third~~facility orthat ~~more~~management ~~but~~has ~~less~~identified ~~than~~for adisposition. ~~majority,~~Failure orto ~~(iii)~~dispose of a ~~majority~~real orestate ~~more.~~asset ~~The~~in ~~ability~~a totimely ~~exercise~~fashion, ~~such~~or ~~voting~~at ~~power~~all, ~~may be direct~~could oradversely ~~indirect,~~affect asthe ~~well~~company’s asbusiness, ~~individual~~financial orcondition inand ~~association~~results ~~with~~of ~~others~~operations.

18The Company’s development and growth strategy depend on its ability to fund, develop and open new entertainment venues and operate them profitably.

~~The effect~~A key element of the ~~control~~company’s ~~share~~growth ~~law~~ strategy is ~~that~~to ~~the~~develop ~~acquiring person,~~ and ~~those~~open ~~acting~~family inentertainment ~~association~~venues. ~~with~~The ~~it,~~company ~~obtains~~has ~~only~~identified ~~such voting rights in the control shares as are conferred by~~ a ~~resolution~~number of ~~the~~locations ~~stockholders~~for ofpotential ~~the~~future ~~corporation, approved at a special or annual meeting~~entertainment ofvenues ~~stockholders.~~and ~~The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there~~ is nostill ~~authority to strip voting rights from~~ the ~~control~~process ~~shares~~ of anidentifying ~~acquiring~~more ~~person~~locations ~~once~~and ~~those~~analyzing ~~rights~~the ~~have been approved~~locations. ~~If the~~The ~~stockholders~~company’s doability ~~not grant voting rights~~ to ~~the~~fund, ~~control~~develop and ~~shares~~open ~~acquired~~these byvenues anon ~~acquiring~~a ~~person,~~timely ~~those~~and ~~shares do not become permanent non~~cost-~~voting~~effective ~~shares.~~basis, ~~The~~or ~~acquiring~~at ~~person~~all, is ~~free~~dependent toon ~~sell~~a ~~its~~number ~~shares~~of tofactors, ~~others.~~many ~~If the buyers~~ of ~~those~~which ~~shares~~are ~~themselves~~beyond ~~do not acquire~~its ~~a controlling interest~~control, ~~their~~including ~~shares~~but do not ~~become~~limited ~~governed~~to byour ~~the~~ability ~~control share law.~~to:

~~If control~~● ~~shares~~Find ~~are~~quality accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shareslocations.

~~Wyoming’s control~~● ~~share~~Reach ~~law~~acceptable ~~may~~agreements ~~have~~regarding the ~~effect~~lease or purchase of ~~discouraging~~locations, ~~takeovers~~and ofcomply with our commitments under our lease agreements during the ~~corporation~~development and construction phases.

~~In addition~~● toComply ~~the~~with ~~control~~applicable ~~share law~~zoning, Wyoming has a business combination law which prohibits certain business combinations between Wyoming corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholderlicensing,” ~~unless~~land the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use ~~the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation~~ and ~~its~~environmental ~~other stockholders~~regulations.

~~The effect~~● ofRaise ~~Wyoming’s~~or ~~business~~have ~~combination~~available ~~law~~an isadequate toamount ~~potentially discourage parties interested in taking control~~ of ~~our~~cash ~~company~~or ~~from doing~~currently soavailable iffinancing itand ~~cannot~~mortgage ~~obtain~~terms ~~the~~for ~~approval~~construction ofand ~~our~~opening ~~board of directors~~costs.

~~ITEM 1B~~● Adequately complete construction for operations. ~~UNRESOLVED~~● ~~STAFF~~Timely ~~COMMENTS~~hire, train and retain the skilled management and other employees’ necessary to meet staffing needs.

~~None.~~● Obtain, for acceptable cost, required permits and approvals, including liquor licenses; and

~~ITEM 1C.~~● ~~CYBERSECURITY~~Efficiently manage the amount of time and money used to build and open each new venue.

~~Cybersecurity~~If the company succeeds in opening family entertainment ~~Risk~~facilities ~~Management~~on a timely and ~~Strategy~~cost-effective basis, the company may nonetheless be unable to attract enough real estate buyers, visitors or customers to these new venues because potential customers may be unfamiliar with its venue or concept, entertainment and other resort options might not appeal to them and the company may face competition from other resorts and leisure venues or governmental regulations at the federal and state levels may restrict travel or group gatherings.

~~We have~~The ~~developed~~Company’s development and construction ~~implemented~~of aits ~~cybersecurity~~Georgia ~~risk~~facility ~~management~~depends ~~program~~on ~~intended~~its ability to ~~protect~~obtain ~~the~~favorable ~~confidentiality,~~construction ~~integrity,~~ and ~~availability of~~mortgage ~~our critical systems and information~~financing.

~~We design~~The ~~and~~company ~~assess~~intends ~~our~~to ~~program~~secure ~~based~~both onconstruction ~~the~~and mortgage ~~National~~financing ~~Institute~~to fund up to 70% of ~~Standards~~its Georgia resort and ~~Technology~~plans ~~Cybersecurity~~to ~~Framework~~use ~~Special~~this ~~Publication 800-53,~~debt ~~800-61,~~financings ~~rev~~to 2development ~~(“NIST~~and ~~CSF)~~construct subsequent facilities. ~~This~~There ~~does~~is ~~not~~no ~~imply~~guarantee that wethe ~~meet~~company ~~any~~will ~~particular~~be ~~technical~~able ~~standards,~~to ~~specifications,~~obtain orfinancing ~~requirements~~on favorable terms. We ~~use~~In the ~~NIST~~event ~~CSF~~that asthe acompany is ~~guide~~unable to ~~help~~obtain ussuch ~~identify,~~financing ~~assess,~~it ~~and~~may ~~manage~~limit ~~cybersecurity~~the ~~risks~~company’s ~~relevant~~ability to ~~our~~effectuate ~~business~~its plans and will increase the costs and expenses of the company, thereby negatively impacting its financial prospects.

~~We have~~Webstar ~~implemented~~Technology aGroup ~~number~~depends ~~of security measures designed to protect its systems and data, including firewalls, antivirus and malware detection~~on ~~tools,~~a ~~patches,~~small ~~log~~management ~~monitors,~~team ~~routine back-ups, system audits, system hardening, penetration testing~~ and ~~privileged~~may ~~access~~need ~~session management. In addition, we have continued its efforts~~ to ~~migrate~~hire ~~its~~more ~~platforms~~people to ~~cloud-based~~be ~~computing, which is designed to further strengthen its security posture~~successful.

~~Our cybersecurity~~The ~~risk~~success ~~management~~of ~~program~~Webstar isTechnology ~~integrated~~Group ~~into~~will ~~our~~greatly depend ~~overall~~on ~~enterprise~~the ~~risk~~skills, ~~management~~connections ~~program~~ and ~~shares~~experiences ~~common~~of ~~methodologies~~the executives, Rick Haynes and Lance Lehr. Webstar Technology Group has not entered ~~reporting~~into ~~channels,~~employment agreements with the aforementioned executives. There is no guarantee that the executives will agree to terms and ~~governance~~execute employment ~~processes~~agreements that ~~apply~~are ~~across~~favorable to the ~~enterprise~~company. ~~risk~~Should ~~management~~any ~~program~~of tothem ~~other~~discontinue ~~legal,~~working ~~compliance,~~for ~~strategic~~Webstar Technology Group, there is ~~operational~~no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and ~~financial~~retain the ~~risk~~right ~~areas~~people for the various key positions.

19The Company will require a general manager, who has not yet been hired.

~~Our~~Webstar Technology Group is currently performing an ~~cybersecurity~~executive ~~risk~~search ~~management~~for ~~program~~the ~~includes~~general manager and operator of Webstar Technology Group. There is no way to be certain that the ~~following:~~general manager of Webstar Technology Group, once appointed, will be able to execute the same vision as Webstar Technology Group itself. If an appropriate person is not identified and hired, the company will not succeed and since its performance will depend on that person’s performance, it is possible that other Webstar Technology Group subsidiaries will be more successful than the company.

~~● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;~~12

●Webstar aTechnology ~~security~~Group ~~team~~may ~~principally~~not ~~responsible~~be able ~~for~~to ~~managing~~protect ~~(1)~~all ~~our~~of ~~cybersecurity~~its ~~risk~~intellectual ~~assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;~~property.

●Webstar Technology Group, will be using the ~~use~~intellectual property of ~~external~~its ~~service providers~~parent, ~~where~~including ~~appropriate~~the following trademarks that will be filed: Webstar Technology Group, Webstar Technology Group Family Resorts and Come See the Bear. The profitability of Webstar Technology Group may depend in part on Webstar Technology Group’ ability, to ~~assess~~effectively protect its intellectual property and the ability of Webstar Technology Group and, ~~test~~in the future, oreach ~~otherwise~~of ~~assist~~the ~~with~~other ~~aspects~~subsidiaries to operate without inadvertently infringing on the proprietary rights of ~~our~~others. ~~security~~Any ~~controls;~~litigation protecting the Webstar Technology Groups’ intellectual property and defending its original content could have a material adverse effect on the business, operating results and financial condition regardless of the outcome of such litigation.

●Webstar ~~cybersecurity~~Technology ~~awareness~~Group ~~training~~has ofnot ~~our~~yet entered ~~employees,~~into ~~incident~~any ~~response~~master ~~personnel,~~licensing ~~and~~agreements ~~senior~~with ~~management;~~third party suppliers and Webstar Technology Group has not yet been made a sublicense to the relevant master licensing agreements.

●Webstar aTechnology ~~cybersecurity~~Group ~~incident~~intends ~~response~~to ~~plan~~use ~~that~~Wyndham ~~includes~~Hotel and ~~procedures~~Resorts ~~for~~as ~~responding~~the tooperating ~~cybersecurity~~facilities ~~incidents~~of all of its subsidiaries. At the current time negotiations are taking place but a final master licensing agreement has not been entered into at this time.

~~There can~~Our beindependent noregistered ~~assurance~~public accounting ~~that~~firm’s ~~our~~report ~~cybersecurity~~contains ~~risk~~an ~~management~~explanatory ~~program~~paragraph ~~and~~that ~~processes,~~expresses ~~including~~substantial ~~our~~doubt ~~policies,~~about ~~controls~~our orability ~~procedures,~~to ~~will be~~continue ~~fully~~as ~~implemented,~~a ~~complied with or effective in protecting our systems and information~~“going concern.”

~~Cybersecurity~~Our auditors have indicated that our lack of revenues, ~~Governance~~historical operating losses, cash used in operations, negative working capital and accumulated deficit raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

~~Our Board~~Risks ~~considers~~Related ~~cybersecurity risks as part of its risk oversight function and has delegated~~ to ~~the~~Certain ~~Audit~~Conflicts ~~Committee oversight~~ of ~~cybersecurity and other information technology risks.~~Interest

~~Our Board~~The ~~oversees~~interests ~~management’s implementation~~ of ~~our~~Webstar ~~cybersecurity risk management program and receives updates on the cybersecurity~~Technology ~~risk~~Group, ~~management~~Bear ~~program~~Village ~~from~~Asset ~~management~~Holdings at– ~~least annually. In addition~~GA, ~~management~~LLC ~~updates~~and the ~~Board~~company’s ~~regarding~~other ~~any~~affiliates ~~material~~may orconflict ~~significant cybersecurity incidents, as well as incidents~~ with ~~lesser~~your ~~impact potential as necessary~~interests.

~~Ongoing~~The company’s Amended and Restated Certificate ~~Risks~~of Incorporation, bylaws and Florida law provide company management with broad powers and authority that could result in one or more conflicts of interest between your interests and those of the officers and directors of Webstar Technology Group, Bear Village Asset Holdings – GA, LLC, and the company’s other affiliates. This risk is increased by the affiliated entities being controlled by Webstar Technology Group and all our officers and directors currently have an interest in Webstar Technology Group, through ownership, as an officer or director in Webstar Technology Group contractually or any combination thereof. Potential conflicts of interest include, but are not limited to, the following:

~~We have~~● ~~not~~Webstar ~~experienced~~Technology ~~any~~Group ~~material~~and ~~cybersecurity~~the ~~incidents.~~company’s Weother ~~have~~affiliates will not ~~identified~~be ~~risks~~required ~~from~~to ~~known~~disgorge ~~cybersecurity~~any ~~threats,~~profits ~~including~~or ~~as a~~fees ~~result~~or ofother compensation they may receive from any ~~prior~~other ~~cybersecurity~~business ~~incidents,~~they ~~that~~own ~~have~~separate ~~materially~~from ~~affected~~the uscompany, ~~including~~and ~~our~~you ~~operations,~~will ~~business~~not ~~strategy,~~be ~~results~~ entitled to receive or share in any of ~~operations~~the profits, return, fees or ~~financial~~compensation ~~condition~~from any other business owned and operated by the management and their affiliates for their own benefit.

~~ITEM 2.~~● ~~PROPERTIES.~~The Company may engage Webstar Technology Group, or other companies affiliated with Webstar Technology Group to perform services, and determination for the terms of those services will not be conducted at arms’ length negotiations; and

~~Our principal~~● ~~offices~~The ~~are~~Company’s ~~located~~officers atand ~~350~~directors ~~112th~~are ~~Ave~~not NErequired ~~#300~~to ~~Bellevue, WA~~devote ~~98004.~~all ~~Our telephone number is 1.888.405.7860. These offices are provided free~~ of ~~charge~~their ~~by Mr. Owens until such~~ time asand ~~sufficient~~efforts ~~funds have been raised~~ to ~~support~~ the ~~business~~affairs ~~operations.~~of ~~At that~~the ~~time, a lease arrangement will be made~~company.

~~ITEM 3.~~Risks ~~LEGAL~~Related ~~PROCEEDINGS~~to Our Stock

~~We know~~The ~~of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors,~~ officers ~~or any~~ of ~~their~~Webstar ~~respective~~Technology Group ~~affiliates,~~control orthe ~~any beneficial stockholder~~Company, is anand ~~adverse~~the ~~party~~Company ordoes ~~has~~currently ahave ~~material~~two ~~interest~~independent ~~adverse to our interest~~directors.

~~ITEM~~The Founders are currently the company’s controlling 4shareholders. ~~MINE~~Moreover, ~~SAFETY~~they ~~DISCLOSURES~~are the company’s executive officers and directors, through their ownership in Webstar Technology Group. This could lead to unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions. The company does not benefit from the advantages of having independent directors, including bringing an outside perspective on strategy and control, adding new skills and knowledge that may not be available within Webstar Technology Group, and having extra checks and balances to prevent fraud and produce reliable financial reports.

~~Not~~There is little to no current market ~~Applicable~~for Webstar Technology Groups’ shares.

20There is little to no formal marketplace for the resale of our securities. Shares of the company’s Common Stock may eventually be traded to the extent any demand and/or trading platform(s) exists. However, there is no guarantee there will be demand for the shares, or a trading platform that allows you to sell them. Investors should assume that they may not be able to liquidate their investment or pledge their shares as collateral for some time.

~~PART II~~13

~~ITEM 5.~~An ~~MARKET~~active ~~FOR~~trading ~~REGISTRANT’S~~market ~~COMMON~~for ~~EQUITY,~~our ~~RELATED~~common ~~STOCKHOLDER~~stock may ~~MATTERS~~not ~~AND~~develop ~~ISSUER~~and ~~PURCHASES~~you OFmay ~~EQUITY~~not ~~SECURITIES~~be able to resell your shares.

~~Market~~There has been a limited public ~~Information~~market for shares of our common stock. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the purchase price or at the time that they would like to sell or at all. Our stock is currently trading on the OTCQB tier of the OTC Markets Group, Inc. We do not know the extent to which investor interest will lead to the development and maintenance of an active trading market for our common stock. A limited trading volume will adversely impact your ability to sell our shares.

~~Currently~~The OTCQB, as with other public markets, has from time to time experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock ismay ~~trading~~be onsimilarly ~~the~~volatile, ~~OTCQB~~and ~~Marketplace~~holders of ~~the~~shares ~~OTC~~of ~~Markets.~~our ~~There~~common ~~has~~stock ~~been~~may ~~limited~~from ~~trading~~time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of shares of our common stock ~~and~~could ~~there~~be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this report. No assurance can be nogiven ~~assurance~~ that athe ~~significant~~market ~~trading~~price ~~market~~of shares of our common stock will ~~develop,~~not fluctuate or, ifdecline ~~developed,~~significantly in the future or that itcommon stockholders will be ~~sustained~~able to sell their shares when desired on favorable terms, or at all.

~~Holders of~~Our Common Stock price is likely to be highly volatile because of several factors, including a limited public float.

AsWe anticipate that the market price of ~~March~~our ~~29,~~common ~~2024,~~stock ~~there~~is ~~were~~likely ~~two~~to ~~hundred~~be ~~seventy~~highly ~~stockholders~~volatile ofin ~~record~~the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

~~Securities~~Other factors that could cause ~~authorized~~such ~~for~~volatility ~~issuance~~may ~~under~~include, ~~equity~~among ~~compensation~~other ~~plans~~things:

~~A stock~~● ~~option~~actual ~~grant~~or ~~was~~anticipated ~~issued~~fluctuations toin our ~~Chief~~operating ~~Financial~~results; ~~Officer~~● onthe ~~December~~absence 9,of ~~2021,~~securities ~~for~~analysts ~~the~~covering ~~right~~us toand ~~purchase~~distributing 2research and recommendations about us; ● we may have a low trading volume for a number of reasons,~~500,000~~ ~~shares~~including that a large portion of our ~~common~~ stock atis ~~$0.0001~~closely ~~per~~held; ~~share.~~● Onoverall ~~June~~stock 3,market ~~2022~~fluctuations; ● announcements concerning our business or those of our competitors; ● actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; ● conditions or trends in the ~~stock~~industry; ~~option~~● ~~grant~~litigation; to● ~~our~~changes ~~Chief~~in ~~Financial~~market ~~Officer~~valuations ~~was~~of ~~canceled.~~other ~~There~~similar ~~are~~companies; no● ~~securities authorized~~future ~~for~~sales ~~issuance~~of ~~under~~common ~~equity~~stock; ~~compensation~~● ~~plans~~departure atof ~~this~~key ~~time~~personnel or failure to hire key personnel; and ● general market conditions.

~~Securities~~Any of these factors could have ~~authorized~~a ~~for~~significant ~~issuance~~and ~~under~~adverse ~~convertible~~impact ~~debt~~on ~~instruments~~the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

~~On June~~Because 3,our ~~2022,~~officers ~~the~~and ~~Company~~board ~~entered~~of ~~into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note~~directors ~~payable~~will inmake ~~the~~all ~~amount~~management ~~of $1~~decisions,~~101,000~~ ~~Mr.~~you ~~Owens~~should ~~may~~only ~~convert~~purchase ~~the~~our ~~note~~securities atif ~~any~~you ~~time~~are ~~beginning~~comfortable ~~three~~entrusting ~~days~~our ~~after~~directors ~~the note issue date at a rate of $0.01 per share for the Company’s common stock. During the year ended December 31, 2023, 18,371,000 shares of common stock were issued~~ to ~~Mr.~~make ~~Owens for the conversion of a portion of the two-year convertible note payable and accrued interest held by Mr. Owens totaling~~all ~~$183,710~~decisions. As of December 31, 2023, the principal outstanding on the two-year convertible note payable is $1,000,000. The principal on the convertible note is convertible into 100,000,000 authorized shares of the Company’s common stock.

~~Authorized~~Our board of directors will have ~~Capital~~the ~~Stock~~sole right to make all decisions with respect to our management. Investors will not have an opportunity to evaluate the specific projects that will be financed with future operating income. You should not purchase our securities unless you are willing to entrust all aspects of our management to our officers and directors.

~~As of~~We ~~the~~need ~~date~~to ofraise ~~this~~additional ~~report, our authorized~~ capital ~~stock consists of (i) 300,000,000 shares of common stock, par value $0~~.~~0001~~ ~~per~~If ~~share,~~we are ~~and~~unable ~~(ii)~~to ~~1,000,000~~raise ~~shares~~necessary ofadditional ~~preferred stock~~capital, ~~par~~our ~~value~~business ~~$0.0001~~may ~~per share~~fail, ofor ~~which~~our ~~1,000~~operating ~~shares~~results ~~have~~and ~~been~~our ~~designated as Series A Preferred Stock. At March 29, 2024, we had 158,271,000 shares of common~~ stock ~~issued~~price ~~and~~may ~~outstanding~~be ~~and~~materially ~~1,000 shares of Series A Preferred Stock~~adversely ~~issued and outstanding~~affected.

~~Common~~If we borrow more money, we ~~Stock~~will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail our operations and our business would fail.

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.14

~~Preferred~~Our issuance of additional common stock in exchange for the purchase of assets, services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our Common Stock.

~~The preferred~~It ~~stock~~ is ~~issuable~~possible inthat ~~one~~we ormay ~~more~~issue additional ~~series~~shares ~~with~~of ~~such~~common ~~designations,~~stock ~~voting~~in ~~powers,~~exchange iffor ~~any,~~debt ~~preferences and relative, participating, optional~~ or ~~other~~for ~~special~~cash ~~rights,~~under ~~and~~circumstances ~~such~~we ~~qualifications,~~may ~~limitations~~deem ~~and~~appropriate ~~restrictions,~~at asthe ~~are determined by resolution of our board of directors~~time. ~~The~~Any ~~issuance~~such ~~of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other~~new ~~corporate~~issuances ~~purposes,~~ may ~~have~~cause ~~the effect of delaying, deferring or preventing~~ a ~~change~~decrease in ~~control of our company without further action by stockholders and could adversely affect~~ the ~~rights~~quoted ~~and~~price ~~powers, including voting rights,~~ of ~~the holders of common stock. The rights of holders of~~ our common stock ~~described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future~~.

21Our common stock is a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”

~~Each~~Our common stock is a “penny ~~share~~stock” ofunder ~~Series~~applicable ASEC ~~Preferred~~rules ~~Stock~~(generally ~~shall~~defined ~~have~~as non-exchange traded stock with a ~~number~~per-share ofprice ~~votes~~below at$5.00). ~~any~~Unless ~~time~~we maintain ~~equal~~a toper-share 0price above $5.3%00, ofthese ~~the~~rules ~~number~~impose ofadditional ~~shares~~sales ofpractice ~~the~~requirements ~~Company’s common~~on ~~stock~~broker-dealers ~~then~~that ~~issued~~recommend ~~and~~the purchase ~~outstanding~~or onsale aof ~~fully~~penny ~~diluted~~stocks ~~basis~~to ~~(i.e.~~persons ~~assuming~~other ~~conversion~~than ~~into~~those ~~common~~who ~~stock~~qualify ofas ~~any~~“established ~~other~~customers” ~~classes~~or of“accredited investors.” ~~preferred~~For ~~stock~~example, orbroker-dealers ~~agreements~~must ordetermine ~~instruments~~the ~~then~~appropriateness ~~convertible~~for ~~into~~non-qualifying ~~shares~~persons of ~~common~~investments ~~stock),~~in ~~such~~penny ~~that~~stocks. ~~all~~Broker-dealers must 1also provide,~~000~~ ~~shares~~prior ofto ~~the~~a ~~Series A~~transaction ~~Preferred~~in ~~Stock~~a ~~shall~~penny ~~have~~stock not otherwise exempt from the rules, a ~~number~~standardized ofrisk ~~votes~~disclosure ~~equal~~document that toprovides ~~300%~~information ofabout ~~the~~penny ~~issued~~stocks and ~~outstanding~~the ~~shares~~risks ofin ~~common~~the penny stock market. The ~~Series~~broker-dealer Aalso ~~Preferred Stock~~must ~~shall~~provide ~~vote~~the oncustomer with ~~any~~current ~~matter~~bid ~~submitted~~and tooffer ~~the~~quotations ~~holders~~for of the ~~Company’s~~penny ~~common~~ stock, ~~for~~disclose asthe ~~long~~compensation asof athe ~~share~~broker-dealer ofand ~~the~~its ~~Series~~salesperson Ain ~~Preferred~~the transaction, ~~Stock~~furnish ismonthly ~~issued~~account ~~and~~statements ~~outstanding.~~showing ~~The~~the ~~Series~~market Avalue ~~Preferred~~of ~~Stock~~each ~~shall~~penny ~~not~~stock ~~have~~held in the ~~right~~customer’s toaccount, ~~vote~~provide ona ~~any~~special written ~~matter~~determination asthat tothe ~~which~~penny ~~solely~~stock ~~another class~~is ofa ~~preferred~~suitable ~~stock~~investment offor the ~~Company~~purchaser, isand ~~entitled~~receive the purchaser’s written agreement to ~~vote~~the transaction.

~~The Series~~Legal Aremedies ~~Preferred~~available ~~Stock~~to isan ~~not~~investor ~~convertible~~in ~~and~~“penny isstocks” ~~not~~may ~~entitled~~include tothe ~~receive~~following: ~~any~~● ~~dividends~~If ~~paid~~a on“penny ~~any~~stock” ~~other~~is ~~class~~sold ofto ~~stock of~~ the ~~Company. The~~investor ~~Series~~in Aviolation ~~Preferred~~of ~~Stock~~the ~~does~~requirements ~~not~~listed ~~have~~above, ~~any~~or ~~participation~~other ~~rights~~federal ~~and~~or ~~has~~states nosecurities ~~preferences~~laws, in the ~~event~~investor ofmay ~~any~~be ~~liquidation,~~able ~~dissolution or~~to ~~winding~~cancel ~~up of~~ the ~~Company~~purchase and ~~are~~receive ~~not~~a ~~entitled~~refund toof ~~receive~~the ~~any~~investment. ~~distribution~~● ofIf ~~the~~a ~~assets~~“penny orstock” ~~surplus~~is ~~funds~~sold ofto the ~~Company~~investor ~~and~~in ~~will not~~a ~~participate~~fraudulent ~~with~~manner, the ~~common~~investor ~~stock~~may orbe ~~any~~able ~~other~~to ~~class~~sue ofthe ~~stock~~persons ofand firms that committed the ~~company~~fraud ~~therein~~for damages.

~~The~~However, investors who have signed ~~Certificate~~arbitration ofagreements ~~Designations~~may ~~for~~have ~~the~~to ~~Series~~pursue Atheir ~~Preferred~~claims ~~Stock~~through ~~cannot~~arbitration. beThese ~~amended~~requirements ~~without~~may have the ~~prior~~effect ~~written~~of ~~consent~~reducing the level of trading activity, if any, in the ~~holders~~secondary ofmarket for a security that becomes subject to the ~~Series~~ Apenny ~~Preferred~~stock ~~Stock~~rules. The ~~Series~~additional Aburdens imposed ~~Preferred~~upon ~~Stock~~broker-dealers ~~are~~by ~~restricted~~such ~~shares~~requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and ~~will~~liquidity ~~bear~~of our securities. These requirements may restrict the ~~appropriate~~ability ~~restrictive~~of ~~legend~~broker-dealers to sell our Common Stock and may affect your ability to resell our Common Stock.

~~Transfer~~Many brokerage firms will discourage ~~Agent~~or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance that our Common Stock will not remain classified as a “penny stock” in the future.

~~The transfer~~Common ~~agent~~stock ~~and~~eligible ~~registrar~~ for ~~our~~future ~~common~~sale ~~stock~~may isadversely affect ~~VStock~~the ~~Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, phone (212) 828-8436~~market.

~~Warrants~~From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. There are 158,271,000 shares of our common stock outstanding as of the date of this report. 85,466,340 of these shares are tradable without restriction. Given the lack of a trading history of our common stock, resale of even a small number of shares of our common stock may adversely affect the market price of our common stock.

~~There were no outstanding warrants to purchase shares of our common stock as of December 31, 2023 and 2022.~~15

~~Options~~We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

AWe are an “emerging growth ~~stock~~company” ~~option~~within ~~grant~~the ~~was~~meaning ~~issued~~of the Securities Act, as modified by the JOBS Act, and 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our ~~Chief~~periodic ~~Financial~~reports ~~Officer~~and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on ~~December~~executive 9,compensation ~~2021~~and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for ~~the~~up ~~right~~to five years, although circumstances could cause us to ~~purchase~~lose 2that status earlier,~~500,000~~ ~~shares~~including if the market value of our common stock atheld by non-affiliates exceeds $0700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.~~0001~~ ~~per~~We ~~share~~cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. ~~The~~If ~~grant~~some toinvestors find our ~~Chief~~securities ~~Financial~~less ~~Officer~~attractive ~~was~~as ~~canceled~~a result of our reliance on ~~June~~these 3exemptions, the ~~2022~~trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Dividend~~Further, Section 102(b)(1) of ~~Policy~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 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, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which 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~~As ~~not~~an ~~paid~~emerging ~~any~~growth ~~cash~~company, ~~dividends on~~ our ~~common~~auditor ~~stock and do~~ is not ~~currently~~required ~~anticipate~~to ~~paying~~attest ~~cash dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability~~ to ~~pay dividends or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at~~ the ~~discretion of~~effectiveness ~~our board~~ of ~~directors and will depend on, among other things,~~ our ~~results~~internal ~~of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant~~controls.

22Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company, we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

~~Unregistered Sales of Equity Securities~~16

~~The following~~We isbelieve we will be considered a ~~summary~~smaller ofreporting company ~~transactions~~and bywill usbe ~~within~~exempt ~~the~~from ~~past~~certain ~~three~~disclosure ~~years~~requirements, ~~involving~~which ~~sales~~could ormake our ~~securities~~common ~~that~~stock ~~were~~less ~~not~~attractive ~~registered~~to ~~under the~~potential ~~Securities Act~~investors.

~~In 2023,~~Effective ~~the~~on ~~Company~~September ~~issued~~10, 182018,~~371,000~~ Rule ~~shares~~12b-2 of ~~common~~the ~~stock~~Exchange toAct ~~Mr.~~defines ~~James~~a ~~Owens~~“smaller ~~for~~reporting ~~the~~company” ~~conversion~~as ofan ~~$101,000~~issuer ofthat ~~principal~~is ~~and~~not ~~accrued interest~~an ofinvestment ~~$82~~company,~~710~~ ~~associated~~an ~~with~~asset-backed issuer, or a ~~two~~majority-~~year~~owned ~~convertible~~subsidiary ~~note~~of ~~held~~a byparent ~~Mr.~~that ~~James~~is ~~Owens.~~not a smaller reporting company and that:

~~The Company~~● ~~believes~~had ~~that~~a public float of less than $250 million as of the ~~shares~~last business day of ~~our~~its ~~Common~~most ~~Stock~~recently ~~were~~completed ~~issued~~second infiscal ~~reliance~~quarter, ~~upon~~computed by multiplying the ~~exemption~~aggregate ~~from~~worldwide ~~securities~~number ~~registration~~of ~~afforded~~ shares of its voting and non-voting common equity held by non-affiliates by the ~~provisions~~price at which the common equity was last sold, or the average of ~~Section~~the ~~4(a)(2)~~bid and asked prices of common equity, in the principal market for the common equity; or ● in the case of an initial registration statement under the Securities Act. ~~Such~~or ~~securities~~the ~~are~~Exchange ~~restricted~~Act asfor toshares ~~their~~of ~~transferability~~its common equity, had a public float of less than $250 million as ~~set~~of ~~forth~~a ~~in Rule~~date ~~144~~within ~~under~~30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act ~~and~~registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or ● in the case of an ~~appropriate~~issuer ~~restrictive~~whose ~~legend~~public isfloat ~~affixed~~as tocalculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the ~~stock~~most ~~certificates~~recently ~~issued~~completed fiscal year for ~~such~~which ~~shares~~audited financial statements are available.

~~Purchases~~As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of ~~Equity~~financial ~~Securities~~statements; byand we need not provide the ~~Registrant~~table ~~and~~of ~~Affiliated~~selected ~~Purchasers~~financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

~~We have~~It may not ~~repurchased~~be ~~any~~possible ~~shares~~to ofhave ~~our~~adequate ~~common stock during the fiscal years ended December 31, 2023 and 2022~~internal controls.

~~ITEM~~Section 404 of the Sarbanes-Oxley 6Act of 2002 (“Section 404”) requires our management to report on the operating effectiveness of our Internal Controls over financial reporting for the year ending December 31 following the year in which the Company’s registration statement was declared effective, which was 2020. ~~SELECTED~~We ~~FINANCIAL~~must ~~DATA~~establish an ongoing program to perform the system and process evaluation, and testing necessary to comply with these requirements. At this time, we have not yet fully been able to truly test and expand a system of controls; therefore, it may not be possible to have adequate internal controls until such a system is put into place.

~~Smaller~~Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting ~~companies~~requirements. Moreover, if we are not ~~required~~able to comply with the requirements of Section 404 applicable to ~~provide~~us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the ~~information~~market ~~required~~price of our stock could decline and we could be subject to sanctions or investigations by ~~this~~the ~~item~~SEC or other regulatory authorities, which would require additional financial and management resources.

~~ITEM 7.~~We ~~MANAGEMENT’S~~do ~~DISCUSSION~~not ~~AND~~expect ~~ANALYSIS~~to OFpay ~~FINANCIAL~~cash ~~CONDITION~~dividends ~~AND~~on ~~RESULTS~~our common OFstock ~~OPERATION~~in the foreseeable future.

~~You~~Holders of shares of our common ~~should~~stock ~~read~~are ~~the~~entitled ~~following~~to ~~discussion~~receive ~~together~~such ~~with~~dividends as may be declared by our ~~financial~~board ~~statements~~of ~~and~~directors. ~~the~~To ~~related~~date, ~~notes~~we ~~included~~have ~~elsewhere~~paid inno ~~this~~cash ~~annual~~dividends ~~report~~ on our ~~Form~~shares ~~10-K.~~of ~~This~~common ~~discussion~~stock ~~contains~~and ~~forward-looking~~we ~~statements~~do ~~that~~not ~~are~~expect ~~based~~to pay cash dividends on our ~~current~~common ~~expectations,~~stock ~~estimates~~in ~~and~~the ~~projections~~foreseeable future. We intend to retain ~~about~~future ~~our~~earnings, ~~business~~if ~~and~~any, to provide funds for operations of our business. ~~Our~~Therefore, ~~actual~~any ~~results~~return investors in our common stock may ~~differ~~have will ~~materially~~be ~~from~~in ~~those~~the ~~currently~~form ~~anticipated~~of ~~and~~appreciation, ~~expressed~~if any, in ~~such~~the ~~forward-looking statements~~market value of their shares of common stock. See “Dividend Policy.”

23We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

~~Overview~~Our amended and restated articles of incorporation as amended authorize the issuance of 300,000,000 shares of common stock. As of the date of this report, we had 158,271,000 shares of common stock outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Since inception, the Company acquired the Webstar eCampus assets from Webstar Networks, a related party that is controlled by our controlling stockholder, on May 12, 2018 in exchange for issuance of 17,000,000 shares of our common stock. In addition, we signed two letters of intent to license proprietary software from Soft Tech, a related party that is wholly owned by our founder and controlling stockholder James Owens; i.e., Gigabyte Slayer and WARPAnti-G.takeover ~~The~~effects Company began to operate and market the Webstar eCampus website on May 12, 2018 when it acquired those assets from Webstar Networks. Previously, we had been focused in large part on organizational activities and the development of ~~our~~certain ~~business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads~~provisions and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software application that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. On April 21, 2020, we entered into the License Agreement with Soft Tech Development Corporation to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of ~~the~~Wyoming ~~License~~state ~~Agreement,~~law wehinder ~~agreed to pay~~ a ~~contingent~~potential ~~licensing~~takeover ~~fee~~ of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our ~~stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million~~company. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. See “Item 1 Business”. As of December 31, 2023, we have generated an accumulated deficit of $43,137,416.

~~Plan~~Though not now, we may be or in the future we may become subject to Wyoming’s control share law. A corporation is subject to Wyoming’s control share law if it has more than 200 stockholders, at least 100 of ~~Operations~~whom are stockholders of record and residents of Wyoming, and it does business in Wyoming or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

Management has decided that the fastest way to get the Company’s technologies to market is to not bear the burden ourselves. Numerous third-parties already have the requisite infrastructure in place and there is no need for the Company to re-build those elements.17

~~Additionally,~~The effect of the control share law is that the ~~third-parties~~acquiring weperson, ~~seek~~and tothose ~~align~~acting ~~ourselves~~in association with it, obtains only such voting rights in the control shares as are conferred ~~better~~by ~~positioned~~a toresolution ~~handle~~of the ~~retail~~stockholders of the corporation, ~~business~~approved ~~and~~at ~~governmental~~a ~~marketing~~special ~~sectors worldwide~~or annual meeting of stockholders. ~~They~~The control share law contemplates that voting rights will be ~~experienced~~considered only once by the other stockholders. Thus, ~~globally~~there ~~well~~is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-~~known~~voting ~~entities~~shares. ~~with~~The ~~everything~~acquiring ~~already~~person is infree ~~place~~to ~~for~~sell aits ~~quick~~shares ~~launch/utilization~~to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the ~~Company’s~~control ~~technology~~share law.

~~There are~~If ~~three~~control ~~main~~shares ~~paths~~are ~~that~~accorded full ~~the~~voting ~~Company~~rights ~~will~~and ~~pursue:~~the 1)acquiring ~~Licensing~~person ~~the~~has ~~technology~~acquired tocontrol ~~third-parties;~~shares 2)with ~~Selling~~a ~~the~~majority ~~technology~~or ~~via~~more ~~Permanent License~~of tothe avoting ~~third-party;~~power, 3)any ~~Acquisition~~stockholder of record, ~~the~~other ~~Company~~than byan aacquiring ~~third~~person, ~~party~~who ~~via~~has anot ~~change~~voted ofin ~~control~~favor of ~~the~~approval ~~Company;~~of ~~all~~voting ofrights ~~which~~is ~~would~~entitled ~~generate up-front~~to ~~and~~demand ~~residual~~fair ~~revenues~~value for ~~the~~such stockholder’s ~~Company~~shares.

~~Our~~Wyoming’s control share ~~primary~~law ~~focus~~may ~~for~~have ~~this~~the ~~three-pronged~~effect ~~approach~~of ~~will~~discouraging betakeovers onof the ~~following products:~~corporation.

~~Gigabyte~~In addition to the control share ~~Slayer~~law, Wyoming has a business combination law which prohibits certain business combinations between Wyoming corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. ~~Gigabyte~~For ~~Slayer~~purposes of Wyoming law, an “interested stockholder” is aany ~~retail-oriented~~person ~~software~~who ~~application~~is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that ~~will~~would beallow ~~sub-licensed~~a potential acquirer to ~~targeted~~use ~~companies~~the ~~who~~corporation’s ~~provide~~assets to finance the acquisition or otherwise to benefit ~~data~~its ~~streaming~~own ~~services~~interests rather than the interests of the corporation and its other stockholders.

~~WARP-G. WARP-G~~The iseffect aof Wyoming’s business~~-to-business~~ ~~software~~combination ~~solution~~law ~~that~~is ~~companies can use on an enterprise-wide basis~~ to ~~transmit~~potentially ~~more~~discourage ~~data~~parties ~~over~~interested ~~existing data~~in ~~streams~~taking tocontrol ~~optimize~~of ~~their~~our ~~data~~company ~~usage.~~from Wedoing ~~plan~~so toif ~~engage~~it incannot ~~sales through licensing transactions with data delivery companies such~~obtain asthe ~~Verizon,~~approval ~~AT&T,~~of ~~T-Mobile,~~our ~~Amazon,~~board ~~Google,~~of ~~cable operators, Netflix, Electronic Arts and other gaming companies~~directors.

24ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Results of Operations for the years ended December 31, 2023 and 2022~~None.

~~The following~~ITEM comparative analysis on results of operations were based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Form 10-K1C. ~~The results discussed below are for the years ended December 31, 2023 and 2022.~~CYBERSECURITY

~~For the~~Cybersecurity ~~years~~Risk ~~ended~~Management ~~December 31, 2023~~ and 2022, we have had no revenue due to the inability to attract qualified customers to sub-contract our technology. We have funded our operating expenses through loans from our controlling stockholder and accrual of various costs and expenses. Total operating expenses which are comprised of salaries and related expenses and general and administrative expenses were $838,656 and $17,073,651, respectively, which includes $0 and $16,071,084, respectively, of stock based compensation. The decrease is primarily attributable to the stock based compensation expense incurred in 2022 arising from the estimated fair value of a conversion provision embedded in a convertible note payable issued in a settlement agreement with a related party for payment of certain payroll related liabilities. Further, our general and administrative expenses decreased primarily due to a decrease in legal fees, partially offset by increases in accounting and OTC Market listing fees.Strategy

~~The net~~We ~~loss~~have ~~was~~developed ~~$914,800~~ and ~~$31,020,540 for the years ended, 2023 and 2022, respectively. This decrease is primarily a result of the decrease~~implemented ~~in stock based compensation expense and~~ a ~~loss~~cybersecurity onrisk ~~extinguishment~~management ofprogram ~~debt~~intended to aprotect ~~related party arising from a settlement agreement entered with~~ the ~~related~~confidentiality, ~~party~~integrity, toand ~~settle~~availability ~~various liabilities owed with the issuance~~ of aour ~~convertible~~critical ~~note~~systems ~~payable in 2022~~ and ~~partially due to~~ ~~the decrease in general and administrative expense mentioned above~~information.

~~Liquidity~~We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework Special Publication 800-53, 800-61, rev 2 ~~Going~~(“NIST ~~Concern~~CSF). This does not imply that we meet any particular technical standards, specifications, or requirements. We use the NIST CSF as a guide to help us identify, assess, and ~~Uncertainties~~manage cybersecurity risks relevant to our business.

~~Liquidity is~~We ~~the~~have ~~ability~~implemented a number of ansecurity ~~enterprise~~measures todesigned ~~generate adequate amounts of cash~~ to ~~meet~~protect its ~~needs~~systems ~~for~~and ~~cash~~data, ~~requirements.~~including ~~As of December 31~~firewalls, ~~2023, our~~antivirus ~~working~~and ~~capital~~malware ~~deficit~~detection ~~amounted~~tools, topatches, $3log monitors,~~371,382~~ anroutine ~~increase of $828~~back-ups,~~872~~ assystem ~~compared to our working capital deficit of $2~~audits,~~542,510~~ ~~as of~~system ~~December 31~~hardening, ~~2022.~~penetration ~~This~~testing ~~increase~~and isprivileged ~~primarily~~access asession ~~result~~management. ofIn ~~increases~~addition, we inhave ~~the~~continued ~~amount~~its ~~due~~efforts to ~~stockholder~~migrate ~~and~~its ~~accrued~~platforms ~~salaries~~to ~~and~~cloud-based ~~related expenses~~computing, ~~partially~~which ~~offset~~is bydesigned ato ~~decrease~~further instrengthen ~~accounts~~its ~~payable and accrued interest – related party~~security posture.

~~Net cash~~Our ~~used~~cybersecurity inrisk ~~operating~~management program ~~activities~~is ~~was~~integrated ~~$131,929~~into ~~during~~our ~~the~~overall ~~year~~enterprise ~~ended~~risk ~~December~~management ~~31,~~program ~~2023~~and ~~compared~~shares tocommon ~~$174~~methodologies,~~917~~ ~~for~~reporting ~~the~~channels, ~~year~~and ~~ended December~~governance ~~31,~~processes ~~2022.~~that ~~The~~apply ~~change~~across inthe ~~cash~~enterprise ~~from~~risk ~~operating~~management ~~activities~~program isto ~~primarily~~other ~~attributable~~legal, tocompliance, ~~decreases~~strategic, inoperational, ~~operating~~and ~~expenses~~financial risk areas.

Net cash provided by financing activities was $131,921 during the year ended December 31, 2023 compared to $174,656 in the year ended December 31, 2022. The change in cash from financing activities was the result of a decrease in cash received from a related party.18

~~Generally, the~~Our ~~Company’s~~cybersecurity ~~operations~~risk ~~are~~management ~~subject~~program ~~to a number of factors that can affect its operating result and financial condition. Such~~includes ~~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.following:

~~In order~~● torisk ~~continue~~assessments asdesigned ato ~~going~~help ~~concern,~~identify wematerial ~~will~~cybersecurity ~~need,~~risks ~~among other things, additional capital resources. Management’s plan is~~ to ~~obtain such resources for~~ our ~~capital~~critical ~~needs~~systems, byinformation, ~~obtaining~~products, ~~capital~~services, ~~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.~~broader ~~Our~~enterprise ~~ability to~~IT 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.environment;

25● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

~~Commitments and~~● ~~Contingencies~~the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls;

~~The Company~~● ~~follows~~cybersecurity ~~subtopic~~awareness ~~450-20~~training of ~~the~~our ~~FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued~~employees, ~~which~~incident ~~may~~response ~~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~~personnel, and ~~such~~senior ~~assessment~~management; ~~inherently involves an exercise of judgment.~~and

~~If the~~● ~~assessment of~~ a ~~contingency~~cybersecurity ~~indicates~~incident ~~that~~response itplan ~~is probable~~ that aincludes ~~material~~procedures ~~loss~~for ~~has~~responding ~~been~~to ~~incurred~~cybersecurity ~~and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements~~incidents. 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~~There ~~considered~~can ~~remote~~be ~~are~~no ~~generally~~assurance that ~~not~~our ~~disclosed~~cybersecurity ~~unless~~risk ~~they~~management ~~involve~~program ~~guarantees~~and processes, inincluding ~~which~~our ~~case~~policies, ~~the~~controls ~~guarantees~~or ~~would~~procedures, will be ~~disclosed.~~fully implemented, ~~The~~complied ~~Company’s legal costs associated~~ with ~~contingent~~or ~~liabilities~~effective ~~are~~in ~~recorded~~protecting toour ~~expense~~systems asand ~~incurred~~information.

~~Income taxes~~Cybersecurity Governance

~~We are~~Our aBoard ~~corporation~~considers ~~for U.S. federal income tax purposes. As such we are subject to U.S. federal, state and local income taxes and are~~cybersecurity ~~taxed~~risks atas ~~the~~part ~~prevailing corporate tax rates. We recognize the effect~~ of ~~income~~its ~~tax~~risk ~~positions~~oversight ~~only~~function ifand ~~these~~has ~~positions~~delegated ~~are more likely than not~~ to ~~be sustained. Changes in recognition or measurement are reflected in~~ the ~~period~~Audit inCommittee ~~which~~oversight ~~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~~cybersecurity ~~statements of~~and ~~operations~~other ~~have a net loss. In the future, if we determine that such tax benefits are likely to be realized by us, we will record~~information atechnology ~~deferred tax asset based on the then effective income tax rate~~risks.

~~JOBS~~Our Board oversees management’s ~~Act~~implementation of our cybersecurity risk management program and receives updates on the cybersecurity risk management program from management at least annually. In addition, management updates the Board regarding any material or significant cybersecurity incidents, as well as incidents with lesser impact potential as necessary.

~~We qualify~~Ongoing 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.Risks

~~In addition,~~We anhave ~~emerging~~not ~~growth~~experienced ~~company can delay its adoption of certain accounting standards until those standards would otherwise apply~~any tomaterial ~~private~~cybersecurity ~~companies~~incidents. ~~However,~~We wehave ~~are~~not ~~choosing~~identified torisks ~~take~~from ~~advantage~~known ofcybersecurity ~~such extended transition period~~threats, ~~and~~including as a result, weof ~~may~~any ~~not~~prior ~~comply~~cybersecurity ~~with~~incidents, ~~any~~that ~~new~~have ormaterially ~~revised~~affected ~~accounting~~us, ~~standards~~including onour ~~the~~operations, ~~relevant~~business ~~dates~~strategy, onresults ~~which~~of ~~non-emerging~~operations, ~~growth~~or ~~companies~~financial ~~must adopt such standards~~condition.

~~We will~~ITEM ~~continue~~2. ~~to qualify as an emerging growth company until the earliest of:~~PROPERTIES.

	●	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;

Our principal offices are located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our telephone number is 404-994-7819 These offices are leased by the new mgmt. of Webstar Technoilogy Group Inc. provided to the Company free of charge until such time as sufficient funds have been raised to support the business operations. At that time, a lease arrangement will be made.

26ITEM 3. LEGAL PROCEEDINGS

	●	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.

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

~~Inflation~~ITEM 4. MINE SAFETY DISCLOSURES.

~~In the~~Not ~~opinion of management, inflation has not and will not have a material effect on our operations in the immediate future~~Applicable. ~~Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.~~

~~Off-Balance Sheet Arrangements~~19

~~As of~~PART December 31, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.II

~~We have~~Market 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.Information

~~Pursuant to the JOBS Act~~Currently, asour anstock ~~emerging~~is ~~growth~~trading on ~~company,~~the weOTCQB ~~can~~Marketplace ~~elect to opt out~~ of the ~~extended~~OTC ~~transition period for adopting any new or revised accounting standards~~Markets. WeThere ~~have~~has ~~elected~~been ~~not~~limited totrading ~~opt~~in ~~out~~our ofstock ~~such~~and ~~extended~~there ~~transition~~can ~~period,~~be ~~which~~no ~~means~~assurance that ~~when~~ a ~~standard is issued or~~significant ~~revised~~trading ~~and~~market itwill ~~has~~develop, ~~different application dates for public~~ or, ~~private~~if ~~companies~~developed, ~~we may adopt the standard for the private company. This may make comparison of our financial statements with any other public company~~ that isit ~~neither~~will anbe 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 usedsustained.

~~We have~~Holders ~~elected to take advantage~~ of ~~the~~Common 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.Stock

~~Estimates. The~~As ~~preparation~~ of ~~financial~~March ~~statements~~29, in2024, ~~conformity~~there ~~with generally accepted accounting principles requires management to make estimates~~were ~~and~~two ~~assumptions~~hundred ~~that~~seventy ~~affect~~stockholders ~~the reported amounts~~ of ~~assets~~record ~~and liabilities and disclosure~~ of ~~contingent~~our ~~assets~~common ~~and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~stock. ~~Actual results could differ from those estimates.~~

27Securities authorized for issuance under equity compensation plans

~~Stock-based Compensation.~~A Westock ~~follow~~option ~~the~~grant ~~provisions~~was ofissued to ~~ASC~~our ~~718~~Chief ~~which~~Financial ~~requires~~Officer ~~all~~on ~~share-based~~December ~~payments~~9, to2021, ~~employees~~for ~~and~~the ~~non-employees~~right to purchase 2,500,000 ~~including~~shares ~~grants~~ of ~~employee~~our ~~and~~common ~~non-employee~~ stock ~~options~~at $0.0001 per share. On June 3, 2022, the stock option grant to beour ~~recognized~~Chief inFinancial ~~the~~Officer ~~statement~~was ofcanceled. ~~operations~~There ~~based~~are onno ~~their~~securities ~~grant~~authorized ~~date~~for ~~fair~~issuance ~~values~~under equity compensation plans at this time.

~~Revenue. The~~Securities ~~Company~~authorized ~~recognizes revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange~~ for ~~those~~issuance ~~goods~~under ~~or services. For student fees, the Company generates student~~convertible ~~fee~~debt revenue by registering each student that participates in an on-line classroom utilizing our eCampus platform. This revenue is earned at the time the on-line class takes place and is accrued during the period whether or not actually billed. The student fees are billed to the college conducting the classes during the period the classes are conducted. There are no prepayments for student fees so there is no deferred revenue related to student fees.instruments

~~Recent~~On June 3, 2022, the Company entered ~~Accounting~~into ~~Pronouncements~~a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year ~~Adopted~~convertible note payable in the amount of $1,101,000 Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock. During the year ended December 31, 2023, 18,371,000 shares of common stock were issued to Mr. Owens for the conversion of a portion of the two-year convertible note payable and accrued interest held by Mr. Owens totaling $183,710. As of December 31, 2023, the principal outstanding on the two-year convertible note payable is $1,000,000. The principal on the convertible note is convertible into 100,000,000 authorized shares of the Company’s common stock.

~~On August~~Authorized 5,Capital 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Stock

~~ASU 2020-06~~As ~~removes~~of ~~from U.S. GAAP~~ the ~~separation~~date ~~models~~of ~~for~~this ~~(1)~~report, our ~~convertible~~authorized ~~debt~~capital ~~with~~stock aconsists ~~cash~~of ~~conversion feature and~~ (2i) ~~convertible instruments with a beneficial conversion feature. As a result~~300,000,000 ~~after~~shares ~~adopting~~of ~~ASU~~common ~~2020-06~~stock, ~~entities~~par ~~will~~value ~~not~~$0.0001 ~~separately~~per ~~present~~share, inand ~~equity~~(ii) an1,000,000 ~~embedded~~shares ~~conversion~~of ~~feature~~preferred ~~in such debt. Instead~~stock, ~~they~~par ~~will~~value ~~account~~$0.0001 ~~for~~per ashare, ~~convertible~~of ~~debt~~which ~~instrument wholly as debt~~1,000 ~~and~~shares ~~for~~have ~~convertible~~been ~~preferred stock~~designated ~~wholly~~ as ~~preferred~~Series ~~stock~~A (iPreferred Stock.~~e.,~~ asAt aApril ~~single~~1, ~~unit~~2025, we ofhad ~~account)~~402,185,985 ~~unless~~shares ~~(1)~~of acommon ~~convertible~~stock ~~instrument~~issued ~~contains~~and ~~features~~outstanding ~~that~~and ~~require bifurcation~~1,000 asshares aof ~~derivative~~Series ~~under~~A ~~ASC~~Preferred ~~815~~Stock ~~or (2) a convertible debt instrument was~~ issued atand ~~a substantial premium~~outstanding.

~~The amendments~~Common are effective for public business entities, that are not smaller reporting companies, in fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.Stock

InThe holders of common stock are ~~January~~entitled ~~2022~~to one vote per share on all matters submitted to a vote of stockholders, including the ~~Company~~election ~~adopted~~of ~~the~~directors. ~~guidance~~There inis ~~ASU~~no ~~2020-06~~right to ~~which~~cumulate ~~resulted~~votes in nothe ~~additional~~election ~~accounting~~of ~~for~~directors. The holders of common stock are entitled to any ~~beneficial~~dividends ~~conversion~~that may be declared by the ~~features~~board ~~embedded~~of indirectors out of funds legally available for payment of dividends subject to the ~~convertible~~prior ~~notes~~rights ~~payable~~of ~~issued~~holders of preferred stock and any contractual restrictions we have against the payment of dividends on ~~June~~common 3stock. In the event of our liquidation or dissolution, holders ~~2022~~of common stock are entitled to ashare ~~related~~ratably ~~party~~in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.

~~In June~~Preferred 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted this ASU. The adoption to not have an impact on our financial statements.Stock

28The preferred stock is issuable in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our board of directors. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, may have the effect of delaying, deferring or preventing a change in control of our company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future.

~~Recent Accounting Pronouncements - Not Yet Adopted~~20

~~In December~~Each ~~2023,~~share ~~FASB~~of ~~issued~~Series ~~ASU~~A ~~Income~~Preferred Stock ~~Taxes~~shall ~~(Topic~~have ~~740):~~a ~~Improvements~~number toof ~~Income~~votes ~~Tax~~at ~~Disclosures~~any ~~(ASU~~time ~~2023-09).~~equal ~~The~~to ~~ASU~~0.3% ~~focuses on~~of ~~income~~the ~~tax~~number ~~disclosures~~of ~~around~~shares ~~effective~~of ~~tax~~the ~~rates~~Company’s ~~and~~common ~~cash~~stock ~~income~~then ~~taxes~~issued ~~paid.~~and outstanding ~~ASU~~on ~~2023-09~~a ~~requires~~fully ~~public~~diluted ~~business~~basis ~~entities~~(i.e. toassuming ~~disclose, on~~conversion aninto ~~annual~~common ~~basis,~~stock aof ~~rate~~any ~~reconciliation~~other ~~presented~~classes inof ~~both~~preferred ~~dollars~~stock ~~and~~or ~~percentages.~~agreements or ~~The~~instruments ~~guidance~~then ~~requires~~convertible ~~the~~into ~~rate~~shares ~~reconciliation~~of ~~to include~~common ~~specific~~stock), ~~categories~~such ~~and~~that ~~provides~~all ~~further~~1,000 ~~guidance~~shares onof ~~disaggregation~~the ofSeries ~~those~~A ~~categories~~Preferred ~~based~~Stock onshall have a number ~~quantitative~~of ~~threshold~~votes equal to 5300% ~~or more~~ of the ~~amount~~issued ~~determined~~and byoutstanding ~~multiplying~~shares ~~pretax~~of ~~income~~common ~~(loss)~~stock. ~~from~~The ~~continuing~~Series ~~operations~~A byPreferred ~~the~~Stock ~~applicable~~shall ~~statutory~~vote ~~rate. For~~on ~~entities~~any ~~reconciling~~matter submitted to the USholders ~~statutory rate~~ of ~~21%,~~the ~~this~~Company’s ~~would~~common ~~generally~~stock ~~require~~for ~~disclosing~~as ~~any~~long ~~reconciling~~as ~~items~~a ~~that~~share ~~impact~~of the ~~rate~~ bySeries ~~1.05%~~A orPreferred ~~more.~~Stock ~~ASU 2023-09~~ is ~~effective~~issued ~~for~~and ~~public business entities for annual periods beginning after December 15, 2024 (generally,~~outstanding. ~~calendar~~The ~~year~~Series ~~2025)~~A ~~and~~Preferred ~~effective~~Stock ~~for~~shall ~~all~~not ~~other~~have ~~business~~the ~~entities~~right ~~one~~to ~~year~~vote ~~later. Entities should adopt this guidance~~ on aany ~~prospective basis,~~matter ~~though~~as ~~retrospective~~to ~~application~~which issolely ~~permitted.~~another ~~The~~class ~~adoption~~ of ~~ASU~~preferred ~~2023-09~~stock isof ~~expected to have a financial statement disclosure~~the ~~impact~~Company ~~only and~~ is ~~not~~entitled ~~expected~~ to ~~have a material impact on the Company’s financial statements~~vote.

~~In November~~The ~~2023~~Series ~~the~~A ~~FASB~~Preferred ~~issued~~Stock ~~ASU~~is not ~~2023-07,~~convertible ~~Segment~~and ~~Reporting~~is –not ~~Improvements~~entitled to ~~Reportable~~receive ~~Segment~~any ~~Disclosures~~dividends paid on any other class of stock of the Company. The ~~ASU~~Series ~~will~~A Preferred Stock ~~now~~does ~~require~~not ~~public~~have ~~entities~~any toparticipation ~~disclose~~rights ~~its~~and ~~significant~~has ~~segment~~no ~~expenses~~preferences ~~categories~~in the event of any liquidation, dissolution or winding up of the Company and ~~amounts~~are ~~for~~not ~~each~~entitled ~~reportable~~to ~~segment.~~receive ~~Under~~any distribution of the assets or surplus funds of the Company and will not participate with the common ~~ASU,~~stock aor ~~significant~~any ~~segment~~other ~~expense~~class isof anstock ~~expense~~of ~~that~~the ~~is:~~company therein.

●The ~~significant~~Certificate toof Designations for the ~~segment,~~Series ●A ~~regularly~~Preferred ~~provided~~Stock tocannot orbe ~~easily~~amended ~~computed~~without ~~from~~the ~~information~~prior ~~regularly~~written ~~provided~~consent toof the ~~chief~~holders ~~operating~~of ~~decision~~the ~~maker~~Series ~~(CODM),~~A ~~and~~Preferred ●Stock. ~~included~~The Series inA ~~the~~Preferred ~~reported~~Stock ~~measure~~are ofrestricted ~~segment~~shares ~~profit~~and orwill ~~loss~~bear the appropriate restrictive legend.

~~The ASU~~Transfer is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements. Agent

The ~~Company~~ ~~considers~~transfer ~~the~~agent ~~applicability~~ and ~~impact of all recently issued accounting pronouncements. Recent accounting pronouncements not~~registrar ~~specifically~~for ~~identified in~~ our ~~disclosures~~common ~~are~~stock ~~either~~is ~~not~~VStock ~~applicable~~Transfer, toLLC, ~~the~~18 ~~Company~~Lafayette orPlace, ~~are~~Woodmere, ~~not~~New ~~expected~~York to11598, ~~have~~phone a(212) ~~material effect on our financial condition or results of operations~~828-8436.

We implemented all new accounting standards that are in effect and that may impact our financial statements. We do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the financial position or results of operations.Warrants

~~ITEM~~There were no outstanding warrants ~~7A.~~to ~~QUANTITATIVE~~purchase ~~AND~~shares ~~QUALITATIVE~~of ~~DISCLOSURES~~our ~~ABOUT~~common ~~MARKET~~stock ~~RISK~~as of December 31, 2024 and 2023.

~~Smaller reporting companies are not required to provide the information required by this item.~~Options

~~ITEM~~A stock option grant was issued 8to our Chief Financial Officer on December 9, 2021, for the right to purchase 2,500,000 shares of our common stock at $0.0001 ~~FINANCIAL~~per ~~STATEMENTS~~share. The ~~AND~~grant ~~SUPPLEMENTARY~~to ~~DATA~~our Chief Financial Officer was canceled on June 3, 2022.

~~The Company’s~~Dividend financial statements, together with the reports of the independent registered public accounting firms thereon and the notes thereto, are presented beginning at page F-1. On June 20, 2023, the Board of Directors of the Company appointed Assurance Dimensions, Inc. and discussed D. Brooks and Associates, CPAs, P.A has their independent registered public accounting firm.Policy

~~Therefore, the~~We ~~Company’s~~have ~~balance~~not ~~sheets~~paid asany ofcash ~~December~~dividends on ~~31,~~our ~~2023~~common stock and ~~the~~do ~~related~~not ~~statements~~currently ofanticipate ~~operations,~~paying ~~changes in stockholders’ deficit and~~ cash ~~flows~~dividends ~~for~~in the ~~year~~foreseeable ~~then ended have been audited by Assurance Dimensions, Inc~~future. anThe ~~independent~~agreements ~~registered~~into ~~public~~which ~~accounting~~we ~~firm.~~may ~~The~~enter ~~Company’s~~in ~~balance~~the ~~sheet~~future, asincluding ~~of December 31~~indebtedness, ~~2022~~may ~~and~~impose ~~the~~limitations ~~related~~on ~~statements~~our ofability ~~operations,~~to ~~changes~~pay individends ~~stockholders’~~or ~~deficit and~~make ~~cash~~other ~~flows~~distributions ~~for~~on ~~the~~our capital ~~year~~stock. ~~then~~Payment ~~ended~~of ~~have~~future ~~been~~dividends ~~audited~~on byour D.common ~~Brooks and Associates~~stock, ~~CPAs,~~if ~~P.A.~~any, anwill ~~independent~~be ~~registered~~at ~~public accounting firm. These financial statements have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~discretion ~~States~~ of ~~America~~our ~~and~~board ~~pursuant~~of todirectors ~~Regulation S-K as promulgated by the Securities~~ and ~~Exchange~~will ~~Commission~~depend on, ~~and~~among ~~are~~other ~~included herein pursuant to Part II~~things, ~~Item~~our 8results of ~~this~~operations, ~~Form~~cash ~~10-K.~~requirements ~~The~~and surplus, financial ~~statements~~condition, ~~have~~contractual ~~been~~restrictions ~~prepared~~and ~~assuming~~other factors ~~the~~that ~~Company~~our ~~will~~board ~~continue~~of asdirectors amay ~~going~~deem ~~concern~~relevant.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~21

~~None~~Unregistered Sales of Equity Securities

29The following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under the Securities Act.

~~ITEM~~In 2023, the Company issued 18,371,000 9Ashares of common stock to Mr. ~~CONTROLS~~James ~~AND~~Owens ~~PROCEDURES~~for the conversion of $101,000 of principal and accrued interest of $82,710 associated with a two-year convertible note held by Mr. James Owens.

~~Evaluation~~The Company believes that the shares of ~~Disclosure~~our ~~Controls~~Common Stock were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act. Such securities are restricted as to their transferability as set forth in Rule 144 under the Securities Act and ~~Procedures~~an appropriate restrictive legend is affixed to the stock certificates issued for such shares.

~~Pursuant to~~Purchases ~~Rule~~of ~~13a-15(b)~~Equity ~~under the~~ Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (the Company’s principal executive officer and principal and accounting financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by ~~this report. Based on that evaluation,~~ the ~~Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the~~Registrant ~~period covered by this report, the Company’s disclosure controls~~ and ~~procedures~~Affiliated were not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, due to the material weaknesses identified below.Purchasers

~~Management’s~~We have not repurchased any shares ~~Annual~~of ~~Report~~our oncommon ~~Internal~~stock ~~Control~~during ~~Over~~the ~~Financial~~fiscal ~~Reporting~~years ended December 31, 2024 and 2023.

~~As of~~ITEM ~~December 31, 2023, management assessed the effectiveness of our internal control over financial reporting~~6. ~~The~~SELECTED ~~Company’s~~FINANCIAL ~~management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company~~DATA. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act, as a process designed by, or under the supervision of, the Company’s President, Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

●Smaller ~~Pertain~~reporting tocompanies ~~the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; ● Provide reasonable assurance our transactions~~ are ~~recorded~~not asrequired ~~necessary~~ to ~~permit~~provide the ~~preparation~~information ofrequired ~~our~~by ~~financial~~this statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementitem.

~~In evaluating~~ITEM the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013 framework)7. ~~Based~~ onMANAGEMENT’S ~~that~~DISCUSSION ~~evaluation,~~AND ~~our~~ANALYSIS ~~Chief~~OF ~~Executive~~FINANCIAL ~~Officer~~CONDITION ~~(who~~AND isRESULTS ~~our~~OF principal executive officer) and Chief Financial Officer (who is our principal accounting and financial officer), concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described belowOPERATION.

~~This was~~You ~~due~~should toread ~~deficiencies~~the ~~that~~following ~~existed~~discussion intogether with our financial statements and the ~~design~~related ornotes ~~operation~~included ofelsewhere ~~our~~in ~~internal~~this ~~controls~~annual ~~over~~report ~~financial~~on ~~reporting~~Form ~~that~~10-K. ~~adversely~~This ~~affected~~discussion contains forward-looking statements that are based on our ~~internal~~current ~~controls~~expectations, estimates and ~~that~~projections ~~amounted~~about toour bebusiness ~~material~~and ~~weaknesses~~operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) inadequate segregation of duties consistent with control objectives; and (ii) we do not have a fully functioning audit committee, resulting in a lack of independent oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer, in connection with the review of our financial statements as of December 31, 2023.Overview

~~Our~~Webstar Technology Group, was incorporated in Wyoming ~~management~~on ~~has~~March ~~begun~~10, ~~evaluating~~2015. ~~remedies~~The toCompany ~~reduce~~was ~~these~~established ~~material~~for ~~weaknesses~~the operation of certain licensed and purchased software solutions. However, ~~there~~in ~~can~~June 2024 bethe nonew ~~assurance~~management ~~that~~team of Webstar Technology Group Inc. chose to expand the ~~planned~~company’s ~~remedies can~~footprint beinto ~~effectively~~the ~~put~~commercial inreal ~~place~~estate development as& ~~planned~~acquisitions space.

~~Changes in~~Plan ~~Internal~~of ~~Controls over financial reporting~~Operations

~~No change~~Results inof ~~our~~Operations ~~internal~~for ~~control over financial reporting occurred during~~ the ~~year~~years ended December 31, ~~2023,~~2024 ~~that~~and ~~has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~2023

~~ITEM~~The following comparative analysis 9Bon results of operations were based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Form 10-K. ~~OTHER~~The ~~INFORMATION~~results discussed below are for the years ended December 31, 2024 and 2023.

~~None~~For the years ended December 31, 2024 and 2023, we have had no revenue due to the inability to attract qualified customers to sub-contract our technology. We have funded our operating expenses through loans from our controlling stockholder and accrual of various costs and expenses.

~~ITEM~~For the years ended December 31, 9C2024 and 2023, total operating expenses which are comprised of salaries and related expenses and general and administrative expenses were $398,058 and $838,656, respectively. ~~Not~~The ~~Applicable~~decrease is primarily attributable to the decrease in salary and related expenses due to the Company’s former CEO and CFO resigning effective June 14, 2024 and March 4, 2024, respectively, and not being replaced full time employees. Further, our general and administrative expenses decreased primarily due to a decrease in legal fees, partially offset by increases in accounting and OTC Market listing fees.

30For the years ended December 31, 2024 and 2023, other expenses were $4,101,910 compared to $76,114. The increase is primarily attributable to a loss on the extinguishment of debt with a related party extinguished with shares of common stock that exceeded the carrying value of the liabilities.

~~PART~~The net loss was $4,499,968 and ~~III~~$914,800 for the years ended, 2024 and 2023, respectively. This increase is primarily a result of the transactions discussed above.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~22

~~Directors and~~Liquidity, ~~Executive~~Going ~~Officers~~Concern and Uncertainties

~~The following~~Liquidity ~~table~~is ~~sets~~the ~~forth~~ability ~~the~~of ~~names,~~an enterprise ~~positions~~to ~~and~~generate ~~ages~~adequate amounts of ~~our~~cash ~~directors~~to ~~and~~meet ~~executive~~its ~~officers~~needs asfor ofcash ~~the~~requirements. ~~date~~As of ~~this~~December ~~Annual~~31, ~~Report on~~2024, ~~Form~~our ~~10-K.~~working ~~Each~~capital deficit ~~director~~amounted isto ~~elected~~$81,236 atan ~~our~~increase ~~annual~~of ~~meeting~~$3,290,146 ofas ~~stockholders~~compared ~~and~~to ~~holds~~our ~~office~~working ~~until~~capital ~~his~~deficit ~~successor~~of is$3,371,382 ~~elected~~as ~~and~~of ~~qualified~~December 31, 2023. ~~Officers~~This ~~are~~decrease ~~elected~~in byworking ~~our~~capital ~~board~~deficit is primarily a result of ~~directors~~current ~~and~~liabilities ~~their~~either ~~terms~~settled with shares of ~~office~~common ~~are~~stock ator ~~the~~assumed by ~~discretion~~a ofrelated ~~our~~party ~~board~~in 2024.

~~There~~Net cash used in operating activities iswas no$111,934 ~~familial~~during ~~relationship~~the ~~between~~year orended ~~among~~December 31, 2024 compared to $131,929 for the ~~nominees~~year ended December 31, ~~directors~~2023. orThe ~~executive~~change ~~officers~~in ofcash from operating activities is primarily attributable to an increase in non-cash expenses, offset by an increase in the ~~Company~~net loss and decrease in changes in operating assets and liabilities.

Name	Age	Position/Title
James Owens	62	Chairman of the Board of Directors and Chief Technology Officer
Don D. Roberts	74	Chief Executive Officer
Harold E. Hutchins	69	Chief Financial Officer (resigned effective March 4, 2024)
Sanford Simon	70	Director, Chairman of Audit Committee, Member of Compensation Committee
Michael Hendrickson	77	Director, Chairman of Compensation Committee, Member of Audit Committee

Net cash provided by financing activities was $111,784 during the year ended December 31, 2024 compared to $135,921 in the year ended December 31, 2023. The change in cash from financing activities was the result of a decrease in cash received from a stockholder, offset by cash received from a related party.

~~James~~Generally, the Company’s ~~Owens~~operations are subject to a number of factors that can affect its operating result and financial condition. Such factors include, ~~Chairman~~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 ~~Board~~marketplace, competition of ~~Directors~~our software solutions, attraction of talented and ~~Chief~~skilled ~~Technology~~employees ~~Officer~~to support the business and the ability to raise capital to support its operations.

~~Mr. Owens~~In ~~has~~order ~~worked~~to continue as ~~the~~a ~~President~~going concern, ofwe ~~Webstar~~will ~~Networks~~need, ~~from~~among ~~2007~~other tothings, ~~the~~additional ~~present.~~capital Mrresources. ~~Owens~~Management’s ~~received~~plan ~~his~~is ~~Bachelor~~to ofobtain ~~Science~~such resources for our capital needs by obtaining capital from ~~the~~management and significant stockholders sufficient to meet its operating expenses. Further, management ~~University~~cannot ofprovide ~~Massachusetts~~any assurances that we will be successful in ~~June~~accomplishing any of ~~1983~~our ~~with~~plans. Our ability to continue as a ~~double~~going ~~major~~concern is dependent upon our ability to successfully accomplish the plans described in ~~Computer~~the ~~Science~~preceding paragraph and ~~Micro-Biology.~~eventually Mrsecure other sources of financing and attain profitable operations. ~~Owens~~The ~~does~~accompanying financial statements do not ~~hold,~~include ~~and~~any ~~has~~adjustments that might be necessary ~~not~~if ~~previously~~we ~~held,~~were ~~any~~unable ~~directorships~~to incontinue ~~any~~as ~~reporting~~a ~~companies~~going concern.

~~Don D.~~Commitments ~~Roberts,~~and ~~Chief Executive Officer~~Contingencies

~~Mr. Roberts~~The ~~has~~Company ~~over~~follows 47subtopic ~~years~~ 450-20 of ~~extensive experience in~~ the ~~banking~~FASB ~~and~~Accounting ~~financial~~Standards ~~services~~Codification ~~industries~~to ~~starting~~report upaccounting ~~and~~for ~~managing banks in Texas, Florida and Georgia~~contingencies. ~~Until~~Certain ~~July~~conditions ~~12,~~may ~~2019~~exist ~~and~~as ~~for~~of ~~at least~~ the ~~past~~date ~~5 years, Mr. Roberts was North Region President for Seaside~~the ~~National Bank and Trust a $2.5 billion Florida-based bank and has held several top executive management roles at a variety of~~ financial ~~institutions~~ ~~during~~statements ~~his~~are ~~25+ years in the North Florida market including Barnett Bank of Jacksonville~~issued, ~~Florida~~which ~~Bank~~may ~~and~~result ~~CNLBank.~~in ~~Roberts graduated from the University of Texas at Austin with~~ a ~~Bachelor~~loss ofto ~~Business Administration in International Business. He also graduated from~~ the ~~Southwestern~~Company ~~Graduate~~but ~~School~~which ofwill ~~Banking~~only inbe ~~Dallas,~~resolved ~~Texas.~~when ~~Roberts~~one isor ~~very~~more ~~involved~~future ~~in the Jacksonville community having served~~events onoccur ~~many~~or ~~boards~~fail ~~including~~to occur. The ~~YMCA~~Company ofassesses ~~Florida’s~~such ~~First~~contingent ~~Coast~~liabilities, ~~the United Way, the Chamber of Commerce~~ and ~~the~~such ~~Arts~~assessment ~~Council~~inherently ofinvolves ~~Jacksonville. He~~an isexercise ~~a Rotary Club Paul Harris Fellow. Currently, he serves as a Board member~~ of ~~ElderSource, North Florida’s Area Agency on Aging, its Parent Board, and its affiliate Wise Owl Properties~~judgment.

~~Harold~~If the assessment of a contingency Eindicates 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. ~~Hutchins~~If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, ~~Chief~~or ~~Financial~~is ~~Officer~~probable but cannot be estimated, then the nature of the contingent liability, and ~~Treasurer~~an estimate of the range of possible losses, if determinable and material, would be disclosed.

~~Harold E.~~Loss ~~Hutchins~~contingencies ~~has~~considered remote ~~served~~are asgenerally ~~our~~not ~~Chief~~disclosed ~~Financial~~unless ~~Officer~~they ~~since~~involve ~~March 2018. From October 2016 to October 2017~~guarantees, ~~Mr. Hutchins was the Chief Transformation Officer for Gargash Enterprises, a Dubai, UAE based company engaged primarily~~ in ~~auto~~which ~~dealerships,~~case ~~real estate, insurance, heavy equipment, restaurants, and investment banking where he was responsible for~~ the ~~consolidation~~guarantees ofwould ~~ownership~~be ~~control~~disclosed. ~~and~~The ~~development~~Company’s oflegal ancosts ~~operational~~associated ~~optimization~~with ~~plan.~~contingent ~~From~~liabilities ~~January~~are ~~2013~~recorded to ~~September~~expense ~~2016,~~as Mrincurred. ~~Hutchins was a Senior Director of Investment Banking at the Bank Alkhair, a wholesale investment bank in Bahrain where he was responsible for oversight of its portfolio companies.~~

31Income taxes

MrWe are a corporation for U.S. ~~Hutchins~~federal ~~has~~income ~~served~~tax onpurposes. As such we are subject to U.S. federal, state and local income taxes and are taxed at the ~~Board~~prevailing ofcorporate tax ~~Directors~~rates. We recognize the effect of ~~both~~income ~~public~~tax ~~and~~positions ~~private~~only ~~companies~~if ~~including~~these ~~Open-Silicon,~~positions ~~Inc~~are more likely than not to be sustained. ~~(US),~~Changes ~~Snake~~in recognition ~~Eyes~~or ~~Golf~~measurement are reflected in the period in which the change in judgment occurs. The financial statements included in this ~~Clubs,~~annual ~~Inc~~report do not include a provision for federal income taxes since each of our statements of operations have a net loss. ~~(US)~~In the future, if ~~Bahrain~~we ~~Financing~~determine ~~Company~~that ~~(England,~~such ~~Bahrain,~~tax ~~Qatar,~~benefits ~~India,~~are ~~Malaysia,~~likely ~~Kuwait),~~to ~~Burg~~be ~~Bank~~realized ~~(Pakistan)~~by us, ~~and~~we ~~Clean~~will ~~Swift,~~record a deferred tax asset based on the then effective ~~Inc.~~income ~~(Dubai)~~tax rate.

~~Mr. Hutchins~~JOBS received a Bachelor of Science in Business Administration with a major in Accounting from the University of Florida. Mr. Hutchins is a Certified Public Accountant in inactive status in the State of Florida and formerly held Series 7 and Series 63 securities licenses.Act

~~Effective~~We qualify as an “emerging ~~March~~growth 4company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” ~~2024~~we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” ~~Mr.~~including, ~~Hutchins~~but ~~submitted~~not ~~his~~limited ~~resignation.~~to, ~~The~~not ~~Company~~being isrequired ~~using~~to acomply ~~consultant~~with onthe aauditor ~~contract~~attestation ~~basis~~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 ~~fulfill~~the presentation of financial statements in Management’s discussion and analysis of financial condition and results of operations and exemptions from the ~~duties~~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 ~~responsibilities~~and executive compensation disclosure in this annual report and expect to continue to avail ourselves of the ~~CFO~~reduced reporting obligations available to emerging growth companies in future filings.

~~Michael A. Hendrickson, Director~~23

~~Mr. Hendrickson~~In ~~has~~addition, ~~served~~an asemerging agrowth company ~~director~~can ~~since~~delay ~~August~~its ~~2017.~~adoption ~~Mr.~~of ~~Hendrickson~~certain ~~serves~~accounting asstandards ~~the~~until ~~Chairman~~those ofstandards ~~the~~would ~~Compensation~~otherwise ~~Committee~~apply ofto ~~the~~private ~~Company since~~companies. ~~June 7~~However, we ~~2019~~are ~~and~~choosing ~~also~~to ~~serves~~take asadvantage ~~a member~~ of ~~the~~such ~~Audit~~extended ~~Committee~~transition ofperiod, ~~the~~and ~~Company~~as ~~since~~a ~~such date. In 2012~~result, ~~Mr.~~we ~~Hendrickson~~may ~~founded StoneBridge~~not ~~Securities,~~comply ~~LLC,~~with anany ~~international~~new ~~investment~~or ~~banking~~revised ~~firm~~accounting standards ~~and~~on ~~NASD~~the ~~Broker/Dealer~~relevant ~~based~~dates inon ~~Seattle,~~which ~~Washington~~non-emerging ~~where~~growth hecompanies ~~remains the~~must ~~managing~~adopt ~~partner~~such standards.

32We will continue to qualify as an emerging growth company until the earliest of:

In 2012, Mr. Hendrickson was a founding principal in Base Capital, a private investment and merchant banking firm with a specialty in real estate development and financing. The firm made direct investments in real estate projects and mature businesses along with serving as a developer. Additionally, Mr. Hendrickson was the principal founder of West Coast Management Production and Capital, LLC in 1995, a real estate developer and property manager based in Bellevue, Washington with which he is currently still active. These firms developed mixed use projects, malls, housing projects, multi-family housing and high-rise construction, including the preparation and permitting of raw land.

	●	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;

In 1994 Mr. Hendrickson founded and is currently Chairman and CEO of Hendrickson Exploration & Mining, located in Anchorage, Alaska.

	●	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.

Mr. Hendrickson has served on the Board of Directors of private companies including, Smart Starters from 2000 to 2005, Tectonic Audio Labs from 2008 to 2013, Whooshh Innovations, LLC from 2014 to present, Native Network from 2015 to present, Big Sky Development Group from 2005 to present, Ignition Wireless from 2014 to present. In addition, Mr. Hendrickson served on the Dow Airforce Base Advisory Committee in 1970, SEAPAC Aviation from 2012 to present, Arlington Airport Owners Association since 1991 to present and L&L Energy in 1997.Inflation

~~Mr. Hendrickson~~In ~~attended~~ the ~~Montana~~opinion ~~School~~ of ~~Mines~~management, inflation ~~the~~has ~~University~~not ~~of Montana,~~ and ~~holds~~will ~~designations~~not ashave a ~~Chartered~~material ~~Life~~effect ~~Underwriter~~on ~~(CLU) and~~our ~~Chartered~~operations ~~Financial~~in ~~Consultant~~the ~~designation~~immediate ~~from~~future. ~~the~~Management ~~American~~will ~~College~~continue ~~along~~to ~~with~~monitor ~~being~~inflation and ~~designated~~evaluate athe ~~Life~~possible ~~Underwriting~~future ~~Training~~effects ~~Council Fellow~~of ~~(LUTCF)~~inflation on our business and operations.

~~Our board~~Off-Balance ofSheet directors believes that Mr. Hendrickson’s expertise and experience in finance, his perspective, depth and expertise in managing a variety of businesses and leadership as a member of the board of directors in a variety of industries provide him with the qualifications and skills to serve on our board of directors.Arrangements

~~Sanford~~As of December 31, 2024, we did ~~Simon~~not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes ~~Director~~in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

~~Sanford (Sandy)~~Critical ~~Simon~~Accounting has over 30 years of compliance experience in the corporate management of federal and state environmental, regulatory, and legislative programs for leading manufacturers of pesticide, fertilizer, growing media, grass seed and organic-input fertilizer and other agricultural use chemicals. From October 2014 to the present, he has served as the Vice President of Corporate Compliance at Harrell’s LLC where he is responsible for oversight and compliance with applicable laws and regulations governing Harrell’s, LLC products and business operations related to environmental, safety and health, risk management, quality control and to the manufacture, sale, transportation, registration and distribution of fertilizers, pesticides, adjuvants, soil amendments and grass seed and provides a creative compliance strategy that supports Harrell’s, LLC strategic business plans. From March 2009 to October 2014, Mr. Simon served as the Senior Director of Regulatory Affairs with the Scotts Miracle-Gro Company for the Federal & State for Strategic Business Units. He earned a Bachelor of Science degree in business management and with a minor in environmental science at the University of Phoenix. A native Alabamian, he currently resides with his wife in Flagler Beach, FL.Policies

~~Involvement~~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 ~~Certain~~the ~~Legal~~following ~~Proceedings~~paragraphs.

~~None~~Pursuant to the JOBS Act, as an ofemerging ~~our~~growth ~~directors~~company, ~~executive~~we ~~officers~~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, ~~significant~~which ~~employees~~means that when a standard is issued or ~~control~~revised ~~persons~~and it has ~~been~~different application ~~involved~~dates infor public or private companies, we may adopt the standard for the private company. This may make comparison of our financial statements with any ~~legal~~other ~~proceeding~~public ~~listed~~company inthat ~~Item~~is neither an emerging growth company, nor an emerging growth company which has ~~401(f)~~opted out of ~~Regulation~~using ~~S-K~~the inextended transition period, difficult or impossible because of the ~~past~~potential 10differences ~~years~~in accounting standards used.

~~Corporate~~We have elected to take advantage ~~Governance~~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.

~~Our board~~Estimates. The preparation of ~~directors~~financial isstatements ~~comprised~~in ofconformity ~~one~~with ~~(1)~~generally ~~non-independent~~accepted ~~director~~accounting ~~and~~principles ~~five~~requires ~~(2)~~management ~~independent~~to ~~directors.~~make ~~The~~estimates ~~Board~~and ~~has~~assumptions that ~~established~~affect ~~an audit~~the ~~committee~~reported ~~and~~amounts aof ~~compensation~~assets ~~committee,~~and ~~each~~liabilities ~~comprised~~and disclosure of ~~two~~contingent ~~independent~~assets ~~directors.~~and ~~While~~liabilities ~~these~~at ~~committees~~the ~~have~~date ~~been~~of ~~formed,~~the ~~they~~financial ~~are~~statements ~~not~~and ~~yet~~the ~~functioning~~reported ~~effectively~~amounts of revenues and ~~meeting~~expenses onduring athe ~~regular~~reporting ~~basis~~period. Actual results could differ from those estimates.

~~Audit Committee:~~24

MrStock-based Compensation. ~~Sanford~~We ~~Simon,~~follow the provisions of ASC 718 which requires all share-based payments to ~~serve~~employees asand ~~Chairman~~non-employees, including grants of ~~the~~employee and ~~Audit~~non-employee ~~Committee~~stock options, to be recognized in the statement of operations based on their grant date fair values.

MrRevenue. The Company recognizes ~~Michael~~revenues ~~Hendrickson~~when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For student fees, the Company generates student fee revenue by registering each student that participates in an on-line classroom utilizing our eCampus platform. This revenue is earned at the time the on-line class takes place and is accrued during the period whether or not actually billed. The student fees are billed to the college conducting the classes during the period the classes are conducted. There are no prepayments for student fees so there is no deferred revenue related to student fees.

~~Compensation Committee:~~Recent Accounting Pronouncements -Not Yet Adopted

MrIn December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income ~~Michael~~tax ~~Hendrickson~~disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to ~~serve~~include specific ascategories ~~Chairman~~and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the ~~Compensation~~amount ~~Committee~~determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements.

~~Mr. Sanford~~Recent ~~Simon~~Accounting Pronouncements - Adopted

~~The Company~~In ~~plans~~November to2023 ~~obtain~~the ~~public~~FASB issued ~~company~~ASU ~~directors’~~2023-07 ~~and~~(ASU ~~officers’ insurance coverage~~2023-07), ~~but~~Segment ~~has~~Reporting ~~not~~– ~~done~~Improvements soto ~~yet,~~Reportable ~~and~~Segment ~~plans~~Disclosures. ~~to do~~The soASU inwill ~~the~~now ~~future~~require public ~~once~~entities itto ~~raises~~disclose ~~sufficient~~its ~~funds.~~significant ~~However,~~segment ~~there~~expenses ~~can~~categories beand noamounts ~~assurance~~for ~~that~~each ~~any~~reportable ~~funds~~segment. ~~can~~Under bethe ~~raised~~ASU, ora ~~that~~significant segment ~~the~~expense ~~foregoing can~~is ~~occur~~an asexpense ~~planned.~~that is:

33● significant to the segment, ● regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and ● included in the reported measure of segment profit or loss.

~~Code~~The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of ~~Ethics~~the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 did not have an impact on the Company’s financial statements since it operates in one reportable segment and has yet to generate revenues.

~~We expect~~The ~~that~~Company weconsiders ~~will~~the ~~adopt~~applicability aand ~~code~~ impact of ~~business~~all ~~conduct~~recently ~~and~~issued ~~ethics~~accounting ~~that~~pronouncements. ~~applies~~Recent toaccounting ~~all~~pronouncements ofnot ~~our~~specifically ~~employees,~~identified ~~officers~~in ~~and~~our ~~directors,~~disclosures ~~including~~are ~~those~~either ~~officers~~not ~~responsible~~applicable ~~for~~to ~~financial~~the ~~reporting.~~Company ~~Once~~or ~~adopted,~~are wenot ~~will~~expected ~~make~~to ~~the~~have ~~code~~a ofmaterial ~~business~~effect ~~conduct and ethics available~~ on our ~~website~~ atfinancial ~~www.webstartechnologygroup.com.~~condition ~~We intend to post any amendments to the code,~~ or ~~any~~results ~~waivers~~ of ~~its requirements, on our website~~operations.

~~Board Structure~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Our board~~Smaller ~~has~~reporting ~~chosen~~companies are not required to ~~separate~~ provide the ~~positions~~information ofrequired ~~Chief~~by ~~Technology Officer and Chairman of the Board as our initial planned operations will be limited. Our board of directors does not believe that such separation will serve any useful purpose at~~ this ~~time~~item.

~~Role of~~ITEM ~~Board~~8. inFINANCIAL ~~Risk~~STATEMENTS ~~Oversight~~AND ~~Process~~SUPPLEMENTARY DATA.

~~Management is~~The ~~responsible~~Company’s ~~for~~financial ~~the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing~~statements, ~~implementing and overseeing our risk management processes. The board does not have a standing~~together ~~risk~~with ~~management committee, but administers this function directly through~~ the ~~board as a whole. The whole board considers strategic risks and opportunities and receives~~ reports ~~from our officers regarding risk oversight in their areas~~ of ~~responsibility as necessary. We believe our board’s leadership structure facilitates~~ the ~~division~~independent ofregistered ~~risk~~public ~~management~~accounting ~~oversight~~firms ~~responsibilities~~thereon and ~~enhances~~ the ~~board’s efficiency~~notes inthereto, ~~fulfilling~~are ~~our~~presented ~~oversight~~beginning ~~function~~at ~~with respect to different areas of our business risks and our risk mitigation practices~~page F-1.

~~Communications with~~ITEM ~~the~~9. ~~Board~~CHANGES ofIN ~~Directors~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Stockholders with questions about us are encouraged to contact us by sending communications to the attention of the Chief Executive Officer at 330 112th Ave NE #300, Bellevue, WA 98004. If stockholders feel that their questions have not been sufficiently addressed through communications with the Chief Executive Officer, they may communicate with the board of directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer at the same address.None

~~Director Compensation~~25

~~We have~~ITEM agreed to pay our non-employee directors $3,000 each for attending our quarterly board of directors’ meetings and reimburse them for reasonable travel expenses incurred in attending board and committee meetings once the Company is publicly held9A. ~~The~~CONTROLS ~~Company has~~AND ~~held quarterly board meetings and the Board has waived director fees for each meeting~~PROCEDURES. ~~Therefore, such fees have not been paid nor accrued to date. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.~~

~~Procedures for~~Evaluation ~~Nominating~~of ~~Directors~~Disclosure Controls and Procedures

~~The~~Pursuant to Rule 13a-15(b) under ~~sitting~~the ~~directors~~Securities ~~nominate~~Exchange Act of 1934 (“Exchange Act”), the ~~people~~Company ~~that~~carried ~~they~~out ~~recommend~~an toevaluation, bewith ~~directors~~the participation of the Company’s ~~for~~management, including the ~~coming~~Company’s ~~year.~~Chief ~~The~~Executive ~~recommendations~~Officer ~~are then~~and ~~presented~~Chief toFinancial Officer (the ~~stockholders~~Company’s ~~for~~principal executive aofficer ~~vote~~and atprincipal anand ~~annual~~accounting orfinancial ~~special~~officer), ~~meeting~~ of ~~stockholders.~~the ~~The~~effectiveness ~~board~~of ~~sets~~the aCompany’s ~~“record~~disclosure ~~date”~~controls and ~~for~~procedures ~~determining~~(as ~~stockholders~~defined ~~that~~under ~~will~~Rule be13a-15(e) ~~entitled~~under tothe ~~notice~~Exchange Act) as of ~~and~~the toend ~~vote~~of atthe fiscal year covered by this report. Based on that evaluation, the ~~annual~~Chief Executive Officer and~~/or~~ ~~special~~Chief ~~meeting.~~Financial ~~Only~~Officer ~~stockholders~~concluded ~~of record~~that, as of the ~~record~~end ~~date~~of ~~will~~the beperiod ~~entitled~~covered by this report, the Company’s disclosure controls and procedures were not effective to ~~notice~~ensure ofthat information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the ~~meeting~~time periods specified in the SEC rules and toforms, ~~vote~~due atto the material ~~meeting~~weaknesses identified below.

~~The required~~Management’s ~~quorum~~Annual ~~for~~Report ~~the annual meeting is a majority of the common stock issued and outstanding~~ on ~~the record date. If a quorum is not~~Internal ~~present~~Control ~~when~~Over ~~the~~Financial meeting is called to order on the day and time stated above, the stockholders will be asked to vote to adjourn the meeting in order to enable us to have more stockholders in attendance, either in person or by proxyReporting. ~~Those who are present at the time of the meeting, though less than a quorum to transact other business, are sufficient to have a vote on adjournment of the meeting to a later date.~~

34As of December 31, 2024, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act, as a process designed by, or under the supervision of, the Company’s President, Chief Executive Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

~~To approve~~● Pertain to the ~~election~~maintenance of ~~directors,~~records ~~the~~that ~~number~~in reasonable detail accurately and fairly reflect our transactions and dispositions of ~~nominees~~our ~~proposed~~assets; by● ~~the~~Provide ~~directors~~reasonable ~~receiving~~assurance ~~the~~our ~~highest~~transactions ~~number~~are recorded as necessary to permit preparation of ~~(or~~our ~~plurality)~~financial ~~for votes~~statements atin ~~the~~accordance ~~annual~~with GAAP, and/ that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or ~~special~~timely ~~meeting~~detection ~~will~~of beunauthorized ~~elected~~acquisition, use or disposition of our assets that could have a material effect on the financial statement.

~~ITEM~~In evaluating the effectiveness 11of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013 framework). ~~EXECUTIVE~~Based ~~COMPENSATION~~on that evaluation, our Chief Executive Officer (who is our principal executive officer and principal accounting and financial officer), concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.

~~The~~This was due to deficiencies that ~~following~~existed ~~table~~in ~~summarizes~~the ~~all~~design ~~compensation~~or ~~recorded~~operation byof usour ininternal ~~the~~controls ~~past~~over ~~two~~financial ~~fiscal~~reporting ~~years~~that ~~for:~~adversely affected our internal controls and that amounted to be material weaknesses.

●The matters involving internal controls and procedures that our ~~principal~~management ~~executive~~considered ~~officer~~to orbe ~~other~~material ~~individual~~weaknesses ~~serving~~under inthe astandards ~~similar~~of ~~capacity,~~the ●Public ~~our~~Company ~~two~~Accounting Oversight ~~most~~Board ~~highly~~were: ~~compensated~~(i) ~~executive~~inadequate ~~officers~~segregation ~~other~~of ~~than~~duties ~~our~~consistent ~~principal~~with ~~executive~~control ~~officer~~objectives; ~~who~~and ~~were~~(ii) ~~serving~~we asdo ~~executive~~not ~~officers~~have ata ~~December~~fully 31functioning audit committee, ~~2023~~resulting ~~whose~~in ~~compensation~~a ~~exceed~~lack ~~$100,000,~~of independent oversight in the establishment and ●monitoring upof torequired ~~two~~internal ~~additional~~controls ~~individuals~~and ~~for~~procedures. The ~~whom~~aforementioned ~~disclosure~~material ~~would~~weaknesses ~~have~~were ~~been~~identified ~~required~~by ~~but~~our ~~for~~Chief ~~the~~Executive ~~fact~~Officer ~~that~~and ~~the~~Chief ~~individual~~Financial ~~was~~Officer, ~~not~~in ~~serving~~connection aswith the anreview ~~executive~~of ~~officer~~our atfinancial statements as of December 31, ~~2023~~2024.

~~For~~Our management has begun evaluating ~~definitional~~remedies ~~purposes,~~to reduce these ~~individuals~~material ~~are~~weaknesses. ~~sometimes~~However, ~~referred~~there tocan asbe no assurance that the ~~“named~~planned ~~executive~~remedies ~~officers~~can be effectively put in place as planned.”

~~2023 Summary~~Changes ~~Compensation~~in ~~Table~~Internal Controls over financial reporting

Name and Principal Position	Fiscal Year Ended	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
James Owens(1)	12/31/2023		1		-		-		-		-		1
	12/31/2022		145,834		-		-		16,071,084		5,000		16,221,918
Don D. Roberts(2)	12/31/2023		350,000		-		-		-		12,000		362,000
	12/31/2022		350,000		-		-		-		12,000		362,000
Harold E. Hutchins(3)	12/31/2023		350,000		-		-		-		12,000		362,000
	12/31/2022		350,000		-		-		-		12,000		362,000

No change in our internal control over financial reporting occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

	(1)	Chief Technology Officer – on June 3, 2022 salary was amended to $1 from $350,000. All salary and other compensation amounts were previously accrued, not paid. Salary related obligations were settled with the CTO on June 3, 2022 through the issuance of a two-year convertible note payable.
	(2)	Chief Executive Officer – All amounts accrued, not paid.
	(3)	Chief Financial Officer – In 2023 and 2022, $30,400 and $91,200, respectively, was paid, and the remaining amounts not paid were accrued.

ITEM 9B. OTHER INFORMATION

35None.

~~Executive Employment~~ITEM ~~Agreements~~9C. Not Applicable

James Owens. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Owens. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to Mr. Owens a one-time payment equal to one year’s salary or two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Owens’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors.26

~~On June~~PART 3, 2022, as part of a debt settlement agreement, Mr. Owens’ employment agreement was amended to reduce his salary to $1 per year with no auto allowance. All other terms of his employment agreement remain the same.III

~~Don D.~~ITEM ~~Roberts~~10. ~~On February 21~~DIRECTORS, ~~2020,~~EXECUTIVE ~~the~~OFFICERS ~~Company’s~~AND ~~Board~~CORPORATE ~~of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr~~GOVERNANCE. Roberts. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to Mr. Roberts a one-time payment equal to one year’s salary or two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Roberts’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors.

~~Harold E. Hutchins. On February 21, 2020, the Company’s Board of~~ Directors ~~approved~~ and ~~executed,~~Executive effective January 1, 2020, an employment agreement with Mr. Hutchins. The term of this agreement is indefinite and may be terminated by either party at any time provided that prior to termination, twenty (20) business day notice is delivered to the other party. The agreement further provides that if the termination is by the Company, other than ‘for cause’, the Company will pay to Mr. Hutchins a one-time payment equal to one year’s salary or two years’ salary if due to a change of control. Additionally, the agreement provides that Mr. Hutchins’ compensation will be: (i) salary of $350,000 per year, (ii) auto allowance of $1,000 per month, (iii) vacation of 4 weeks per year, and (iii) the right to participate in any other bonus or compensation plan established by the Company’s board of directors and made available to our officers and directors. Mr. Hutchins submitted his resignation effective March 4, 2024. As of December 31, 2023, $1,163,800 was accrued to Mr. Hutchins for amounts owed under this employment agreement.Officers

36The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this Annual Report on Form 10-K. Each director is elected at our annual meeting of stockholders and holds office until his successor is elected and qualified. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

~~Long-Term~~There is no familial relationship between or among ~~Incentive~~the ~~Plans~~nominees, directors or executive officers of the Company.

There are no arrangements or plans in which we would provide pension, retirement or similar benefits for directors or executive officers.

Name	Position	Age	Term of Office (If indefinite give date of appointment)
Ricardo Haynes	President / CEO	59	Indefinite - June 25, 2024
Marilyn Karpoff	Independent Director	56	Indefinite - June 25, 2024
Gordon Clinkscale	Independent Director	63	Indefinite - June 25, 2024

~~Compensation Committee~~OTCQB requires independent directors

The ~~Company’s~~ ~~Board~~table ofbelow ~~Directors~~sets ~~has~~forth athe ~~compensation~~officers ~~committee comprised~~ of ~~two independent board members (Michael Hendrickson, as Chairman~~Webstar ofTechnology ~~the Compensation Committee and Sanford Simon)~~Group. ~~The compensation committee determines executive compensation.~~

Director Independence

Name	Position	Age	Term of Office (If indefinite give date of appointment)
Eric Collins	Chairman	57	Indefinite - June 25, 2024
Ricardo Haynes	CEO	59	Indefinite - June 25, 2024
Lance Lehr	COO	56	Indefinite - June 25, 2024
Adrienne Anderson	CFO	46	Indefinite - June 25, 2024
Donald R. Keer	Attorney, Secretary, Treasury	63	Indefinite - June 25, 2024

~~Our board of directors has undertaken a review of the independence of each director~~Mr. ~~Based~~Ricardo ~~on information provided by each director concerning his or her background~~Haynes, employment and affiliations, our board of directors has determined that Sanford Simon, and Michael Hendrickson do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or responsibilities and that each of these directors is “independent” as that term is defined under the listing standards of NASDAQ.President/CEO

37Highly accomplished business development executive with more than 20 years of experience in producing exponential revenue growth as well as cultivating enduring relationships within the luxury hotel & hospitality management industry for flagship entities that include: Marriott / BonVoy & Hyatt Hotels. Prior to his current role Mr Haynes spent the last 15 years in the commercial real estate development lending & acquisitions space as part of a team specializing in the creation and successful implementation of collateralized debt instruments for commercial property purchase and development.

~~Outstanding Equity~~Mr. ~~Awards~~Eric atCollins ~~2023~~– ~~Fiscal Year-End~~Chariman

~~The~~Mr. Collins is a well-polished ~~stock~~leader ~~options~~with ~~listed~~over 39 years in ~~the~~project ~~table~~management ~~below~~experience ~~represent~~specializing in logistics planning for the ~~stock~~U.S. ~~issuable~~Air ~~upon~~Force, ~~conversion~~Special Operation Forces Division where he was responsible for oversight, coordination and execution of ~~the~~operational ~~convertible~~cost ~~note~~efficiencies ~~payable~~of ~~issued~~funds, totime, ~~James~~material ~~Owens~~and ~~under~~facilities ~~the~~to ~~settlement~~resolve ~~agreement~~problems ~~discussed~~and issues in ~~Part~~support ~~III~~and maintenance programs. He has also worked for Top Flight Development Group Inc. in Atlanta, ~~Item~~GA 13buying ofand ~~this~~selling ~~report~~property for residential development.

The following table provides information concerning unexercised options, stock that had not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2023:27

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

James Owens

100,000,000

0.01

12/3/2025

Mr. Lance L. Lehr – Operations Officer

38Mr. Lehr has 25 years of senior management experience in the Hospitality Industry. He has worked at the senior most level of projects ranging from Ski Area’s with Hotel, Condo, F&B and Adventure Parks to Indoor Water Park Resorts development and operations. Mr. Lehr serves as a senior advisor to one POS, a hospitality technology leader and has developed numerous independent companies and concepts. His entrepreneurial management style of leadership empowers associates and holds them accountable for high level performance.

~~Limitation on~~Mr. ~~Liability~~Donald R. Keer, P.E., ESQ. – Secretary/Corporate Attorney

~~Under the~~Mr. ~~Wyoming~~Keer ~~Revised~~is ~~Statutes~~an ~~and~~attorney ~~our amended~~ and ~~restated articles of incorporation, as amended, our directors will have no personal~~a ~~liability~~professional toengineer uswho orspent ~~our stockholders for monetary damages incurred as~~ the ~~result~~first ofhalf ~~the breach or alleged breach by a director~~ of his ~~“duty~~ ofcareer ~~care”.~~as ~~This~~a ~~provision~~construction ~~does~~project ~~not~~manager ~~apply~~working tofor ~~the~~Fluor ~~directors’~~Corporation ~~(i) acts or omissions that involve intentional misconduct or a knowing~~ and ~~culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the~~then ~~corporation~~local ordevelopers ~~its~~in ~~stockholders~~New orJersey ~~that~~and ~~involve~~Pennsylvania. ~~the~~For ~~absence of good faith on~~ the ~~part~~past of25 ~~the director~~years, ~~(iii)~~Mr. ~~approval~~Keer ofhas ~~any~~represented ~~transaction from~~business ~~which~~clients aworking ~~director~~on ~~derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s~~construction ~~duty to the corporation or its stockholders in circumstances in which the director was aware~~projects, orreal ~~should~~estate ~~have been aware~~development, inmergers ~~the~~and ~~ordinary course~~acquisitions ofand ~~performing~~publicly atraded ~~director’s~~companies ~~duties, of a risk of serious injury~~ to ~~the~~ensure ~~corporation~~their orbusinesses ~~its~~and ~~stockholders, (v) acts or omissions~~construction ~~that~~projects ~~constituted~~move anforward ~~unexcused~~in ~~pattern~~a oftimely ~~inattention~~manner. ~~that~~He ~~amounts~~is toa ansole ~~abdication~~practitioner ofand ~~the~~has ~~director’s~~had ~~duty~~his toown ~~the~~law ~~corporation~~practice ~~or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability~~ for ~~negligence~~25 ~~in the performance of duties, including gross negligence~~years.

~~The statute~~Involvement does not affect a director’s responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require our company to indemnify our officers and directors for any claim arising against such persons in ~~their~~Certain ~~official capacities~~Legal if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.Proceedings

~~Insofar as~~None ~~the limitation~~ of, orour ~~indemnification for, liabilities arising under the Securities Act may be permitted to~~ directors, executive officers, ~~or persons~~significant ~~controlling~~employees ~~us pursuant to the foregoing,~~ or ~~otherwise,~~control wepersons ~~have~~has been ~~advised~~involved ~~that,~~ in ~~the~~any ~~opinion~~legal ofproceeding ~~the~~listed ~~SEC,~~in ~~such~~Item ~~limitation or~~401(f) ~~indemnification~~of isRegulation ~~against~~S-K ~~public policy as expressed~~ in the ~~Securities~~past ~~Act~~10 ~~and is, therefore, unenforceable~~years.

~~ITEM 12.~~Corporate ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.~~Governance

~~At March~~Our ~~29,~~board ~~2024, we had 158,271,000 shares~~ of ~~our~~directors ~~common~~is ~~stock issued and outstanding. The following table sets forth information regarding~~comprised ~~the beneficial ownership~~ of ~~our~~one ~~common~~(2) ~~stock~~non-independent asdirector ofand ~~March~~two ~~29,~~(2) ~~2024~~independent ~~for:~~directors.

●The ~~each~~Company ofplans ~~our~~to ~~executive~~obtain ~~officers,~~public company ●directors’ ~~each~~and ofofficers’ ~~our~~insurance ~~directors~~coverage, ●but ~~all~~has ofnot ~~our~~done ~~directors~~so yet, and ~~executive~~plans ~~officers~~to asdo aso ~~group,~~in ~~and~~the ●future ~~each~~once ~~stockholder~~it ~~known~~raises sufficient byfunds. usHowever, tothere can be ~~the~~no ~~beneficial~~assurance ~~owner~~that ofany ~~more~~funds ~~than~~can 5%be ofraised ~~our~~or ~~outstanding~~that ~~shares~~the offoregoing ~~common~~can ~~stock~~occur as planned.

~~Information on~~Code ~~beneficial ownership~~ of securities is based upon a record list of our stockholders and we have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, except as otherwise provided below.Ethics

39We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.webstartechnologygroup.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website.

~~Unless otherwise~~Board ~~indicated, the business address of each person listed is in care of Webstar Technology Group, Inc., 330 112th Ave NE #300, Bellevue, WA 98004.~~Structure

	Shares Beneficially Owned			Percentage of Shares(1)
Name of Beneficial Owner
Directors and Named Officers
James Owens		61,280,387	(2)		38.7	%
Don D. Roberts		5,400,000	(3)		3.4	%
Harold E. Hutchins		250,000	(3)		*
Sanford Simon		1,007,808	(3)		*
Michael Hendrickson		5,500,000	(3)		3.5	%
All named executive officers and directors as a group (five persons)		73,438,195			46.4	%

Our board has chosen not to separate the positions of Chief Technology Officer and Chairman of the Board as our initial planned operations will be limited. Our board of directors does not believe that such separation will serve any useful purpose at this time.

(1)	Based on 158,271,000 shares outstanding as of the date of this filing.
(2)	Shares include 97,000,000 shares purchased under the terms of a Subscription Agreement dated March 10, 2015 as founder shares and 21,216,098 shares received in the Company’s common stock dividend on April 21, 2020. Out of these shares, Mr. Owens contributed 68,216,098 shares to Webstar Networks and 49,409,387 to a revocable trust he controls. Webstar Networks distributed all 89,524,996 shares it held in the Company to its shareholders, which did not include Mr. Owens, in a liquidating distribution. Based on his ownership and voting rights of his Series A Preferred Stock in the Company along with the common shares beneficially owned in the trust, Mr. Owens controls 100% of the voting rights in the Company.
(3)	Shares received in liquidating distribution of Webstar Networks Corporation

Role of Board in Risk Oversight Process

*LessManagement is responsible for ~~than~~the 1%day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The whole board considers strategic risks and opportunities and receives reports from our officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling our oversight function with respect to different areas of our business risks and our risk mitigation practices.

~~Securities Authorized~~Communications ~~for~~with ~~Issuance~~the ~~under~~Board ~~Equity~~of ~~Compensation Plans~~Directors

AsStockholders with questions about us are encouraged to contact us by sending communications to the attention of ~~December~~the 31Chief Executive Officer at 1100 Peachtree St. NE, ~~2023~~Suite 200, ~~there~~Atlanta, ~~were~~GA no30309. ~~securities~~If ~~authorized~~stockholders ~~for~~feel ~~issuance~~that ~~under~~their ~~equity~~questions ~~compensation~~have ~~plans~~not been sufficiently addressed through communications with the Chief Executive Officer, they may communicate with the board of directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer at the same address.

~~The following~~Director table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2023.Compensation

~~Plan~~We ~~category~~have ~~Number~~agreed ofto ~~securities~~pay toour benon-employee directors ~~issued~~$3,000 ~~upon~~each ~~exercise~~for attending our quarterly board of ~~outstanding~~directors’ ~~options,~~meetings ~~warrants~~and reimburse them for reasonable travel expenses incurred in attending board and ~~rights~~committee ~~(a)~~meetings ~~Weighted~~once ~~average~~the ~~exercise~~Company ~~price~~is ofpublicly ~~outstanding~~held. ~~options,~~The ~~warrants~~Company ~~and~~has ~~rights~~held ~~Number~~quarterly ofboard ~~securities~~meetings ~~remaining~~and the ~~available~~Board has waived director fees for ~~future~~each ~~issuance~~meeting. ~~under~~Therefore, ~~equity~~such ~~compensation~~fees ~~plans~~have ~~(excluding~~not ~~securities~~been ~~reflected~~paid innor ~~column~~accrued ~~(a))~~to ~~Plans~~date. ~~approved~~We byalso ~~our~~intend ~~stockholders~~to -allow our non-employee -directors ~~Plans~~to ~~not~~participate ~~approved~~in byany stockholders*equity -compensation -plans -that we adopt in the future.

4028

~~ITEM 13.~~Procedures ~~CERTAIN~~for ~~RELATIONSHIPS~~Nominating ~~AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Directors

~~In addition~~The tositting directors nominate the ~~compensation~~people ~~arrangements,~~that ~~including~~they ~~employment,~~recommend ~~termination~~to be directors of ~~employment~~the ~~and~~Company ~~change~~for inthe ~~control~~coming ~~arrangements~~year. ~~and~~The ~~indemnification arrangements,~~recommendations ~~discussed~~are inthen presented to the ~~sections~~stockholders for ~~titled~~a vote at an annual or special meeting of stockholders. The board sets a “~~Management~~record date” for determining stockholders that will be entitled to notice of and ~~“Executive~~to ~~Compensation,”~~vote at the ~~following~~annual isand/or ~~a description~~special meeting. Only stockholders of ~~each~~record ~~transaction~~as ~~since~~of ~~March~~the ~~10,~~record ~~2015~~date ~~(inception)~~will be ~~and~~entitled ~~each~~to ~~currently~~notice ~~proposed~~of ~~transaction~~the inmeeting ~~which:~~and to vote at the meeting.

●The Werequired ~~have~~quorum ~~been~~for orthe ~~will~~annual meeting beis a ~~participant;~~majority ●of the ~~amount~~common ~~involved~~stock ~~exceeds~~issued and outstanding on the ~~lesser~~record ofdate. ~~$120,000~~If ora ~~one~~quorum ~~percent~~is ofnot present when the ~~average~~meeting ofis ~~our~~called to ~~total~~order ~~assets~~on atthe ~~year~~day ~~end~~and ~~for~~time stated above, the ~~last~~stockholders ~~two~~will ~~completed~~be ~~fiscal~~asked ~~years;~~to ~~and~~vote ●to ~~any~~adjourn ofthe ~~our~~meeting ~~directors,~~in ~~executive~~order ~~officers,~~to ~~beneficial~~enable ~~owners~~us ofto have more ~~than~~stockholders 5%in ofattendance, ~~our~~either ~~capital~~in ~~stock~~person or ~~promoters,~~by orproxy. ~~any~~Those ~~immediate~~who ~~family~~are ~~member~~present ~~of,~~at orthe ~~person~~time ~~sharing~~of the ~~household with~~meeting, ~~any~~though ofless ~~these~~than ~~individuals~~a quorum to transact other business, ~~had~~are orsufficient ~~will~~to have a ~~direct~~vote oron ~~indirect~~adjournment ~~material~~of ~~interest~~the meeting to a later date.

~~Mr. Owens~~To isapprove ~~deemed~~the aelection ~~“promoter”~~ of ~~our~~directors, the ~~company~~number asof ~~that~~nominees ~~term~~proposed isby ~~defined~~the indirectors receiving the ~~rules~~highest ~~and~~number ~~regulations~~of ~~promulgated~~(or ~~under~~plurality) for votes at the ~~Securities~~annual and/or special ~~Act~~meeting ofwill ~~1933~~be elected.

~~We do~~ITEM ~~not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions~~11. ~~The~~ ~~terms~~EXECUTIVE of the following transactions between related parties were not determined as a result of arm’s length negotiations. When such transactions arise, they are referred to our board of directors for its consideration.COMPENSATION

~~In connection~~The ~~with~~following ~~the~~table ~~formation~~summarizes ofall ~~our~~compensation ~~company,~~recorded by weus ~~issued an aggregate of 97,000,000 shares of our common stock to James Owens,~~ in ~~exchange for~~the apast ~~cash~~two ~~contribution~~fiscal ofyears ~~$9,700.~~for:

~~James Owens,~~● ~~the~~our ~~controlling~~principal ~~stockholder~~executive ofofficer ~~the~~or ~~Company,~~other ~~has~~individual ~~loaned~~serving ~~the~~in ~~Company~~a ~~money~~similar oncapacity, an● asour ~~needed~~two ~~basis.~~most Ashighly ofcompensated ~~December~~executive ~~31,~~officers ~~2023,~~other ~~the~~than ~~total amount~~our ~~outstanding~~principal ~~from~~executive ~~these~~officer ~~working~~who ~~capital~~were ~~loans~~serving isas ~~$228,674.~~executive ~~The~~officers ~~advances~~at ~~from~~December ~~Mr.~~31, ~~Owens~~2024 ~~are~~whose ~~pursuant~~compensation toexceed ~~an oral agreement~~$100,000, ~~are~~and ~~non-interest bearing~~● ~~and~~up ~~payable~~to ~~upon~~two ~~demand~~additional byindividuals ~~Mr.~~for ~~Owens.~~whom ~~Mr.~~disclosure ~~Owens~~would ~~has~~have ~~orally~~been ~~agreed~~required ~~not~~but tofor ~~demand~~the ~~repayment~~fact ofthat ~~his~~the ~~loans~~individual ~~until~~was ~~such~~not ~~time~~serving as ~~we have~~an ~~sufficient~~executive ~~capital~~officer ~~resources~~at toDecember ~~repay~~31, ~~such loans~~2024.

~~On August~~For ~~16,~~definitional ~~2017~~purposes, wethese ~~entered~~individuals ~~into~~are ~~an Amended and Restated Consulting Agreement with James Owens. Under the terms of the agreement, Mr.~~sometimes ~~Owens’~~referred ~~duties~~to ~~include: strategic alliances, mergers and acquisitions; corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs~~ as ~~expressed by us; business development and business advertising and due diligence processes. The term of~~ the ~~agreement~~“named ~~commenced~~executive ~~on August 16, 2017 and was canceled on December 31, 2019, and Mr~~officers. ~~Owens agreed to cancel all the amounts due him under the agreement as of December 31, 2019.~~”

412023 Summary Compensation Table

On June 30, 2017, we entered into an Intellectual Property Purchase Agreement with Webstar Networks (the “IP Purchase Agreement”). James Owens, the controlling stockholder of our company controls the voting power of Webstar Networks. Under the terms of this agreement, we agreed to purchase and Webstar Networks agreed to sell to us all intellectual property associated with the Webstar eCampus software and website www.webstarecampus.com and other assets associated with the operation of this website. The purchase price for these assets was 17,000,000 shares of our unregistered common stock. The closing date was to occur no later than July 31, 2018 and was conditioned upon our sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1 for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering and therefore, we may not be able to execute the foregoing as planned. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. On May 12, 2018, we entered into an amendment to the IP Purchase Agreement whereby we issued 17,000,000 shares of our unregistered common stock and a promissory note in the principal amount of $675,000 payable upon completion of a sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1, for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering. On June 30, 2018, we entered into a Second Amendment to the IP Purchase Agreement whereby we agreed with Webstar Networks to increase from $3,000,000 to $5,000,000 the minimum offering amount triggering the $675,000 principal payment under the promissory note we issued on May 12, 2018. On February 21, 2020, Webstar Networks agreed to cancel the $675,000 note, effective December 31, 2019 pursuant to a Cancellation of Amended and Restated Promissory Note Agreement between the Company and Webstar Networks, dated February 21, 2020.

Name and Principal Position	Fiscal Year Ended	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
James Owens⁽¹⁾	12/31/2024		1		-		-		-		-		1
	12/31/2023		1		-		-		-		-		1


Don D. Roberts⁽²⁾	12/31/2024		166,250		-		-		-		5,700		171,950
	12/31/2023		350,000		-		-		-		12,000		362,000

Harold E. Hutchins⁽³⁾	12/31/2024		59,452		-		-		-		2,000		362,000
	12/31/2023		350,000		-		-		-		12,000		362,000

Ricardo H. Haynes	12/31/2024		-		-		-		-		-		-

Joseph P. Stingone, Sr., our former Chief Executive Officer provided us with the use of our principal offices located at 4231 Walnut Bend, Jacksonville, FL 32257 free of charge until April 1, 2019. We then entered into a lease agreement with him. On February 21, 2020, Barbara Stingone, Joseph’s widow and sole heir, canceled the lease, effective December 31, 2019, and agreed to transfer all liabilities owed her under the lease to James Owens. Mr. Owens accepted the transfer of the liabilities from the Company, effective December 31, 2019.

	(1)	Chief Technology Officer – on June 3, 2022 salary was amended to $1 from $350,000. All salary and other compensation amounts were previously accrued, not paid. Salary related obligations were settled with the CTO on June 3, 2022 through the issuance of a two-year convertible note payable.
	(2)	Chief Executive Officer – All amounts accrued, not paid. These accrued obligations were assumed by an entity owned and controlled by Mr. Owens in 2024.
	(3)	Chief Financial Officer – In 2024 and 2023, $0 and $30,400, respectively, was paid, and the remaining amounts not paid were accrued. These accrued obligations were assumed by an entity owned and controlled by Mr. Owens in 2024.

On June 21, 2019 the Company engaged StoneBridge Securities, LLC, and entity solely owned by Michael Hendrickson, a director of the Company, to preform services relating to the future offering of the Company’s common stock. The agreement calls for commissions to StoneBridge ranging from 1% to 3% for assisting in capital raising transactions. The agreement additionally called for a signing bonus of 500,000 warrants for the purchase of the Company’s common stock. The signing bonus was canceled by action of the Company’s Board of Directors on November 22, 2019, effective June 30, 2019.29

~~On December~~Long-Term ~~14,~~Incentive 2019, the Company entered into a subscription agreement (the “Preferred Subscription Agreement”) pursuant to which the Company agreed to issue and sell to James Owens, the Company’s Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000.Plans

~~On April~~There 2,are ~~2020,~~no ~~pursuant~~arrangements toor ~~the terms of a subscription agreement (the “Preferred Subscription Agreement”) the Company issued~~plans ~~and~~in ~~sold~~which towe ~~James~~would ~~Owens,~~provide ~~the Company’s Chairman of the Board~~pension, ~~Chief~~retirement ~~Technology~~or ~~Officer,~~similar ~~founder,~~benefits ~~and~~for ~~controlling~~directors ~~shareholder~~or ~~one thousand~~executive ~~(1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000~~officers. ~~The total price of $250,000 was recorded as a reduction to the due to stockholder account and an increase to the additional paid-in capital due to the related party nature of the transaction.~~

~~On April~~Director 21, 2020, the Company entered into the License Agreement with Soft Tech Development Corporation to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of the License Agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. See “Item 1 Business”.Independence

~~On August~~Our ~~26,~~board ~~2020,~~of ~~Margie~~directors ~~Simon,~~has ~~wife~~undertaken a review of ~~Sanford~~the ~~Simon,~~independence ~~Director~~of each director. Based on information provided by each director concerning his or her background, ~~received~~employment and 1affiliations,~~000,192~~ ~~shares~~our board of ~~the~~directors ~~Company’s~~has ~~common~~determined ~~stock~~that inMarilyn Karpoff, and Gordon Clinkscale do not have a ~~liquidating~~material relationship ~~distribution~~with ofus ~~Webstar~~that ~~Networks~~could ~~Corporation.~~compromise ~~Additionally,~~his onor ~~September~~her ~~17,~~ability ~~2020,~~to ~~Margie~~exercise ~~Simon~~independent ~~purchased~~judgment ~~107,500~~in ~~shares~~carrying ofout ~~the~~his ~~Company’s~~or responsibilities and that each ~~common~~of ~~stock~~these indirectors ais ~~registered~~“independent” ~~public~~as ~~offering~~that atterm is defined under the ~~offering~~listing ~~price~~standards of $0NASDAQ.~~10 per share.~~

42Outstanding Equity Awards at 2024 Fiscal Year-End

~~On August~~The ~~26,~~stock ~~2020,~~options ~~the~~listed ~~Company’s~~in ~~CEO, Don Roberts, and CFO, Harold Hutchins along with Directors Landmann, England, Hendrickson,~~the ~~Simon,~~table ~~and~~below ~~Harrington,~~represent ~~received shares of~~ the ~~Company’s common~~ stock inissuable ~~the~~upon ~~liquidating~~conversion ~~distribution~~ of ~~Webstar~~the ~~Networks~~convertible ~~Corporation. The~~note ~~amounts~~payable ofissued ~~the~~to ~~common~~James ~~stock~~Owens ~~received~~under bythe ~~these~~settlement ~~individuals~~agreement discussed isin ~~listed~~Part inIII, “Item 1213 ~~– Securities Ownership~~ of ~~Certain~~this ~~Beneficial Owners and Management”~~report.

~~On December~~The 9,following ~~2021,~~table ~~the~~provides information ~~Company’s~~concerning ~~CFO~~unexercised ~~was granted non-qualified~~ options ~~to purchase 2~~,~~500,000~~ ~~shares~~stock ofthat ~~the~~had ~~Company’s~~not ~~Common Stock~~vested atand anequity ~~exercise~~incentive ~~price~~plan ofawards ~~$0.0001~~for ~~per~~each ~~share.~~named ~~The~~executive ~~options~~officer outstanding ~~are~~as ~~fully vested and have an expiration date~~ of December 931, ~~2031. On June 3, 2022, this option grant was canceled.~~2024:

In February 2022, one of our directors, Dr. England, died. Dr. England has not been replaced as of the date of this report.

OPTION AWARDS

STOCK AWARDS

Name

Number of
Securities
Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised
Options (#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of
Securities

Underlying
Unexercised

Unearned

Options (#)

Option
Exercise

Price

($)

Option

Expiration

Date

Number

Shares

Units of

Stock

That

Have

Not

Vested

(#)

Market

Value
of

Shares
or

Units

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:
Number

Unearned

Shares,

Units or

Other

Rights

that Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:
Market

or Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

James Owens

100,000,000

0.01

12/3/2025

~~On April~~ 30, 2022, in accordance with their agreements, two of the Company’s directors, Dr. Ron Landmann and Kevin Harrington, terms expired. Their replacements have not been named as of the date of this report.

~~On June~~Limitation 3,on 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability of $756,450, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock.Liability

OnUnder the Wyoming Revised Statutes ~~July~~and 15our amended and restated articles of incorporation, ~~2022~~as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the ~~Company~~result ~~amended~~of ~~its~~the ~~Technology~~breach ~~Marketing~~or ~~and~~alleged ~~License~~breach ~~Agreement~~by ~~with~~a ~~Soft~~director ~~Tech~~of ~~Development~~his ~~Corp~~“duty of care”. ~~The~~This ~~material~~provision does ~~changes~~not apply to the directors’ (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the ~~existing~~best ~~agreement~~interests ~~are~~of asthe ~~follows:~~corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

~~Change~~The statute does not affect a ~~Item~~director’s 1responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require our company to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with ~~License~~respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

-Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to ~~make~~directors, officers, or persons controlling us pursuant to the ~~license~~foregoing, ~~exclusive~~or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~- to~~ITEM ~~grant~~12. ~~the~~SECURITY ~~Company~~OWNERSHIP aOF ~~Right-of-First~~CERTAIN ~~Refusal~~BENEFICIAL toOWNERS ~~acquire~~AND ~~future exclusive marketing license for new technologies~~MANAGEMENT.

-At April 15, 2025, we had 400,185,985 toshares ~~remove~~of ~~Company’s~~our ~~option~~common tostock ~~broker~~issued and ~~split~~outstanding. ~~proceeds~~The onfollowing ~~sale~~table sets forth information regarding the beneficial ownership of ~~Soft~~our common ~~Tech’s~~stock ~~technology~~as of April 15, 2025 for:

~~Change Item~~● 12each of our executive officers, ~~Termination~~● each of our directors, ● all of our directors and executive officers as a group, and ● each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

~~-to~~Information on beneficial ownership ~~give~~of ~~Licensor~~securities ~~(Soft~~is ~~Tech)~~based ~~right~~upon a record list of our stockholders and we have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to ~~terminate~~us, that the ~~agreement~~persons ~~upon:~~and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, except as otherwise provided below.

~~- change in executive management of Company~~31

~~- sale~~Unless otherwise indicated, the business address of each ~~majority~~person ~~interest~~listed is in ~~Company~~care toof ~~3rd~~Webstar ~~party~~Technology Group, Inc., 1100 Peachtree St. NE, Suite 200, Atlanta, Georgia 30309.

- there is a Change of Control in the Company

	Shares Beneficially Owned		Percentage of Shares⁽¹⁾
Name of Beneficial Owner
Directors and Named Officers
Gary Lagrotteria		24,607,500		6.1	%

Ricardo Haynes		10,428,736		2.6	%
Thunder Energies Corporation		201,057,278		50.2	%
Marilyn Karpoff		17,404,927		4.3	%
Donald Keer		6,000,000		1.5	%
Gordon Clinkscale		333,334		0.1	%
All named executive officers and directors as a group (five persons)		243,069,705		60.7	%

~~On May 15, 2023, the Frank Perone Trust~~ (~~owned and held by Mr. James Ownes~~1) ~~partially~~Based ~~converted~~on ~~$101~~400,~~000 of two-year convertible note’s principal and $82~~185,~~710~~985 ofshares ~~accrued~~outstanding ~~interest~~as ~~into 18,371,000 shares~~ of the ~~Company’s~~date ~~common stock at the conversion rate~~ of ~~$0.01 per~~this ~~share, in accordance with the note’s convertible provision~~filing. ~~There was no gain or loss related to the partial conversion.~~

~~ITEM 14.~~*Less ~~PRINCIPAL~~than ~~ACCOUNTANT FEES AND SERVICES~~1%

~~Audit~~Securities Authorized for Issuance under Equity ~~Fees~~Compensation Plans

~~The following~~As ~~table~~of ~~sets~~December ~~forth the aggregate fees billed through our fiscal year ends to the Company by its independent registered public accounting firms~~31, ~~Assurance Dimensions~~2024, ~~Inc.~~there were ~~and~~no D.securities ~~Brooks~~authorized ~~and Associates CPAs, PA,~~ for ~~the~~issuance ~~fiscal~~under ~~years~~equity ~~indicated~~compensation plans.

ACCOUNTING FEES AND SERVICES	2023		2022
Audit fees	$	44,000	$	48,550
Tax fees		-		-
Total	$	44,000	$	48,550

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2024.

~~The~~ Plan category Number of ~~“Audit~~securities ~~fees”~~to ~~includes~~be ~~fees~~issued ~~for~~upon ~~our~~exercise ~~annual~~of ~~audit~~outstanding options, ~~quarterly~~warrants ~~reviews~~ and ~~services~~rights ~~rendered~~(a) inWeighted ~~connection with~~average ~~regulatory~~exercise ~~filings~~price ~~with~~of ~~the~~outstanding ~~SEC~~options, ~~such~~warrants asand ~~the~~rights ~~issuance~~Number of ~~comfort~~securities ~~letters~~remaining ~~and~~available ~~consents.~~for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plans approved by our stockholders - - - Plans not approved by stockholders* - - -

~~All~~In addition to the compensation ~~Other~~arrangements, ~~Fees~~including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since March 10, 2015 (inception) and each currently proposed transaction in which:

~~The Company~~● ~~did~~We ~~not~~have ~~incur~~been ~~any~~or ~~other~~will ~~fees~~be ~~related~~a toparticipant; ~~services~~● ~~rendered~~the byamount involved exceeds the lesser of $120,000 or one percent of the average of our ~~principal~~total ~~accountants~~assets at year end for the last two completed fiscal years; ~~ended~~and ~~December~~● 31any of our directors, ~~2023~~ ~~and~~executive ~~2022~~officers, beneficial owners of more than 5% of our capital stock or promoters, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

43Mr. Owens is deemed a “promoter” of our company as that term is defined in the rules and regulations promulgated under the Securities Act of 1933.

~~PART~~We do not have a written policy IVfor the review, approval or ratification of transactions with related parties or conflicted transactions. The terms of the following transactions between related parties were not determined as a result of arm’s length negotiations. When such transactions arise, they are referred to our board of directors for its consideration.

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~32

~~The~~In connection with the formation ~~following~~of ~~are~~our ~~filed~~company, aswe ~~part~~issued an aggregate of ~~this~~97,000,000 ~~report:~~shares of our common stock to James Owens, in exchange for a cash contribution of $9,700.

~~(a)Financial~~James Owens, the controlling stockholder ~~Statements~~of the Company, has loaned the Company money on an as needed basis. As of December 31, 2023, the total amount outstanding from these working capital loans is $228,674. The advances from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens. Mr. Owens has orally agreed not to demand repayment of his loans until such time as we have sufficient capital resources to repay such loans.

~~The~~On August 16, 2017, we entered ~~financial~~into ~~statements~~an Amended and Restated Consulting Agreement with James Owens. Under the terms of the ~~Company~~agreement, Mr. Owens’ duties include: strategic alliances, mergers and ~~Report~~acquisitions; corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by us; business development and business advertising and due diligence processes. The term of ~~Independent~~the ~~Registered~~agreement ~~Public~~commenced ~~Accounting~~on ~~Firm~~August ~~are~~16, ~~presented~~2017 inand was canceled on December 31, 2019, and Mr. Owens agreed to cancel all the ~~“F”~~amounts ~~pages~~due him under the agreement as of ~~this~~December ~~Report~~31, 2019.

On June 30, 2017, we entered into an Intellectual Property Purchase Agreement with Webstar Networks (bthe “IP Purchase Agreement”). James Owens, the controlling ~~Exhibits~~stockholder of our company controls the voting power of Webstar Networks. Under the terms of this agreement, we agreed to purchase and Webstar Networks agreed to sell to us all intellectual property associated with the Webstar eCampus software and website www.webstarecampus.com and other assets associated with the operation of this website. The purchase price for these assets was 17,000,000 shares of our unregistered common stock. The closing date was to occur no later than July 31, 2018 and was conditioned upon our sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1 for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering and therefore, we may not be able to execute the foregoing as planned. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. On May 12, 2018, we entered into an amendment to the IP Purchase Agreement whereby we issued 17,000,000 shares of our unregistered common stock and a promissory note in the principal amount of $675,000 payable upon completion of a sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1, for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we’ll be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds will be raised in such offering. On June 30, 2018, we entered into a Second Amendment to the IP Purchase Agreement whereby we agreed with Webstar Networks to increase from $3,000,000 to $5,000,000 the minimum offering amount triggering the $675,000 principal payment under the promissory note we issued on May 12, 2018. On February 21, 2020, Webstar Networks agreed to cancel the $675,000 note, effective December 31, 2019 pursuant to a Cancellation of Amended and Restated Promissory Note Agreement between the Company and Webstar Networks, dated February 21, 2020.

~~The~~Joseph P. Stingone, Sr., our former ~~following~~Chief ~~exhibits~~Executive ~~are~~Officer ~~filed~~provided orus ~~“furnished”~~with ~~herewith:~~the use of our principal offices located at 4231 Walnut Bend, Jacksonville, FL 32257 free of charge until April 1, 2019. We then entered into a lease agreement with him. On February 21, 2020, Barbara Stingone, Joseph’s widow and sole heir, canceled the lease, effective December 31, 2019, and agreed to transfer all liabilities owed her under the lease to James Owens. Mr. Owens accepted the transfer of the liabilities from the Company, effective December 31, 2019.

~~EXHIBIT~~On June 21, 2019 the Company engaged ~~INDEX~~StoneBridge Securities, LLC, and entity solely owned by Michael Hendrickson, a director of the Company, to preform services relating to the future offering of the Company’s common stock. The agreement calls for commissions to StoneBridge ranging from 1% to 3% for assisting in capital raising transactions. The agreement additionally called for a signing bonus of 500,000 warrants for the purchase of the Company’s common stock. The signing bonus was canceled by action of the Company’s Board of Directors on November 22, 2019, effective June 30, 2019.

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation filed on July 5, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
3.2		Amended and Restated Bylaws effective as of March 23, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
3.3		Certificate of Designations of Preferences and Rights of Series A Preferred Stock of the registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).
3.4		Restated Certificate of Designations of Preferences and Rights of Series A Preferred Stock amended on June 14, 2022 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 14, 2022).
10.1+		Form of Executive Employment Agreement and Amendment (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.2+		Form of Consulting Agreement and Amendment (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.3		Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.4		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.5		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Warp-G software (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

On December 14, 2019, the Company entered into a subscription agreement (the “Preferred Subscription Agreement”) pursuant to which the Company agreed to issue and sell to James Owens, the Company’s Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000.

44On April 2, 2020, pursuant to the terms of a subscription agreement (the “Preferred Subscription Agreement”) the Company issued and sold to James Owens, the Company’s Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000. The total price of $250,000 was recorded as a reduction to the due to stockholder account and an increase to the additional paid-in capital due to the related party nature of the transaction.

10.6+		Form of Director Services Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.7		Form of Subscription Agreement for S-1 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.8+		Form of Amendment to Employment Agreement entered into between Webstar Technology Group, Inc. and Executive (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.9		Amendment dated May 12, 2018 to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).
10.10		Second Amendment to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).
10.11		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).
10.12		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Warp-G software (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).
10.13		Form of Employment Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC on July 3, 2019).
10.14		Promissory Note Issued March 25, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 3, 2019).
10.15		Amendment to Promissory Note dated December 6, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 17, 2019).
10.16†		Employment Agreement between the registrant and James Owens dated January 1, 2020. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).
10.17†		Employment Agreement between the registrant and Don Roberts dated January 1, 2020. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).
10.18†		Employment Agreement between the registrant and Harold Hutchins dated January 1, 2020. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

On April 21, 2020, the Company entered into the License Agreement with Soft Tech Development Corporation to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of the License Agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. See “Item 1 Business”.

45On August 26, 2020, Margie Simon, wife of Sanford Simon, Director, received 1,000,192 shares of the Company’s common stock in a liquidating distribution of Webstar Networks Corporation. Additionally, on September 17, 2020, Margie Simon purchased 107,500 shares of the Company’s common stock in a registered public offering at the offering price of $0.10 per share.

10.19		Assignment of All Employment and Consulting Agreements and Transfer and Assumption of All Liabilities Associated Therewith Agreement between the registrant and James Owens dated February 21, 2020. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC March 3, 2020).
10.20		Subscription Agreement between the registrant and James Owens for Series A Preferred Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).
10.21		Subscription Agreement between the registrant and James Owens for Common Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).
10.22		Exclusive Technology Marketing and License Agreement dated April 21, 2020 by and between the Company and Soft Tech Development Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 23, 2020).
10.23+		Second Amended and Restated Marketing and License Agreement dated July 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 18, 2022).
10.24		Settlement Agreement to Compromise Debt dated June 3, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 9, 2022).
10.25		Convertible Promissory Note dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).
10.26+		Amended Executive Employment Agreement dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).
10.27		Stock Option Grant to Officer dated December 9, 2021 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on December 13, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

*On ~~Filed~~August ~~herewith~~26, 2020, the Company’s CEO, Don Roberts, and CFO, Harold Hutchins along with Directors Landmann, England, Hendrickson, Simon, and Harrington, received shares of the Company’s common stock in the liquidating distribution of Webstar Networks Corporation. +The ~~Management~~amounts ~~contract~~of orthe ~~compensatory~~common ~~plan~~stock orreceived by ~~arrangement~~these individuals is listed in “Item 12 – Securities Ownership of Certain Beneficial Owners and Management”.

46On December 9, 2021, the Company’s CFO was granted non-qualified options to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.0001 per share. The options are fully vested and have an expiration date of December 9, 2031. On June 3, 2022, this option grant was canceled.

~~SIGNATURES~~In February 2022, one of our directors, Dr. England, died. Dr. England has not been replaced as of the date of this report.

~~Pursuant to~~On ~~the~~April ~~requirements~~30, of2022, ~~Section~~in 13accordance with ortheir ~~15(d)~~agreements, two of the ~~Securities~~Company’s ~~Exchange Act of 1934~~directors, ~~the~~Dr. ~~Registrant~~Ron ~~has~~Landmann ~~duly~~and ~~caused~~Kevin ~~this~~Harrington, ~~Report~~terms toexpired. beTheir ~~signed~~replacements onhave ~~its~~not ~~behalf~~been bynamed as of the ~~undersigned,~~date ~~thereunto~~of ~~duly~~this ~~authorized~~report.

	Webstar Technology Group, Inc.
Dated: March 29, 2024	By:	/s/ Don D. Roberts
		Don D. Roberts
		Chief Executive Officer (principal executive officer)
Dated: March 29, 2024	By:	/s/ Adrienne Anderson
		Adrienne Anderson
		Interim Chief Financial Officer (principal financial and accounting officer)

On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability of $756,450, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock.

~~Pursuant to~~On ~~the~~July ~~requirements of Section 13 or~~ 15~~(d)~~, of2022, the ~~Securities~~Company amended ~~Exchange~~its ~~Act~~Technology ofMarketing ~~1934,~~and ~~this~~License ~~Report~~Agreement ~~has~~with ~~been~~Soft ~~signed~~Tech ~~below~~Development byCorp. ~~the~~The ~~following persons~~material onchanges ~~behalf~~to of the ~~Registrant~~existing ~~and~~agreement are inas ~~the capacities and on the dates indicated.~~follows:

Name		Title and Date
/s/ James Owens		Director Dated: March 29, 2024
James Owens
/s/ Michael Hendrickson		Director Dated: March 29, 2024
Michael Hendrickson
/s/ Sanford Simon		Director Dated: March 29, 2024
Sanford Simon

Change Item 1., License

47- to make the license exclusive

Index to Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB: 5036)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB: 4048)	F-3
Balance Sheets as of December 31, 2023 and 2022	F-4
Statements of Operations for the Years Ended December 31, 2023 and 2022	F-5
Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-6
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-7

- to grant the Company a Right-of-First Refusal to acquire future exclusive marketing license for new technologies

F-1 to remove Company’s option to broker and split proceeds on sale of Soft Tech’s technology

~~REPORT OF~~Change ~~INDEPENDENT~~Item ~~REGISTERED~~12, ~~PUBLIC ACCOUNTING FIRM~~Termination

~~To the~~-to ~~Board~~give ofLicensor ~~Directors~~(Soft ofTech) right to terminate the agreement upon:

~~Webstar Technology~~- ~~Group,~~change ~~Inc.~~in executive management of Company

~~Opinion~~- sale of majority interest in onCompany ~~the~~to ~~Financial~~3rd ~~Statements~~party

~~We have~~- ~~audited~~there ~~the~~is ~~accompanying~~a ~~balance~~Change ~~sheet~~ of ~~Webstar Technology Group, Inc. (the Company) as of December 31, 2023, and the related~~Control statement of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in ~~all material respects,~~ the ~~financial position of the~~ Company as of December 31, 2023, and the results of its operations and its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory~~On May 15, 2023, the Frank Perone ~~Paragraph~~Trust (owned and held by Mr. James Ownes) partially converted $101,000 of two-year ~~Going~~convertible ~~Concern~~note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion rate of $0.01 per share, in accordance with the note’s convertible provision. There was no gain or loss related to the partial conversion.

~~The accompanying~~ITEM ~~financial statements have been prepared assuming that the Company will continue as a going concern~~14. AsPRINCIPAL ~~discussed~~ACCOUNTANT inFEES ~~Note 2~~AND of the financial statements, the Company suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The Company’s ability to continue as a going concern is dependent on continued support from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. This gives rise to substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the issuance of these financial statements. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.SERVICES

~~Basis for~~Audit ~~Opinion~~Fees

~~These financial~~The ~~statements~~following ~~are~~table sets forth the ~~responsibility~~aggregate offees ~~the~~billed ~~Company’s~~through ~~management.~~our ~~Our~~fiscal ~~responsibility~~year isends to ~~express an opinion on~~ the Company~~’s financial~~ ~~statements~~by ~~based~~its onindependent ~~our~~registered ~~audits. We are a~~ public accounting ~~firm~~firms, ~~registered with the Public Company Accounting Oversight Board~~Assurance ~~(United~~Dimensions, ~~States)~~Inc. ~~(PCAOB)~~ and ~~are required to be independent with respect to the Company in accordance with the U~~D.S. ~~federal~~Brooks ~~securities laws~~ and ~~the~~Associates ~~applicable~~CPAs, ~~rules~~PA, ~~and~~for ~~regulations of~~ the ~~Securities~~fiscal ~~and~~years ~~Exchange Commission and the PCAOB~~indicated.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

ACCOUNTING FEES AND SERVICES	2024		2023

Audit fees	$	45,655	$	44,000
Tax fees		-		-
Total	$	45,655	$	44,000

~~Our audits~~The ~~included~~category ~~performing procedures to assess the risks~~ of ~~material misstatement of the financial statements, whether due to error~~“Audit orfees” ~~fraud,~~includes ~~and~~fees ~~performing~~for ~~procedures~~our ~~that~~annual ~~respond to those risks. Such procedures included examining~~audit, onquarterly areviews ~~test basis, evidence regarding the amounts~~ and ~~disclosures~~services rendered in ~~the~~connection ~~financial~~with ~~statements.~~regulatory ~~Our~~filings ~~audits also included evaluating~~ with the ~~accounting principles used and significant estimates made by management~~SEC, assuch ~~well~~ as ~~evaluating~~ the ~~overall~~issuance ~~presentation~~ of ~~the~~comfort ~~financial~~letters ~~statements.~~and ~~We believe that our audits provide a reasonable basis for our opinion~~consents.

~~Critical~~All above audit services and audit-related ~~Audit~~services ~~Matters~~were pre-approved by the Board of Directors, which concluded that the provision of such services by Assurance Dimensions, Inc. and D. Brooks and Associates CPAs, was compatible with the maintenance of the firm’s independence in the conduct of the audits.

~~Critical audit~~All ~~matters~~Other are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.Fees

WeThe Company did not incur any ~~determined~~other ~~that~~fees ~~there~~related ~~were~~to noservices ~~critical~~rendered ~~audit~~by ~~matters~~our principal accountants for the fiscal years ended December 31, 2024 and 2023.

~~/s/ Assurance Dimensions We have served as the Company’s auditor since 2023. Margate, Florida March 29, 2024~~34

~~F-2~~PART IV

~~REPORT OF~~ITEM ~~INDEPENDENT~~15. ~~REGISTERED~~EXHIBITS, ~~PUBLIC~~FINANCIAL ~~ACCOUNTING~~STATEMENT ~~FIRM~~SCHEDULES.

~~To the~~The ~~Board~~following are filed as part of ~~Directors~~this ~~and~~report:

~~Stockholders of~~(a)Financial ~~Webstar Technology Group, Inc.~~Statements

~~Opinion~~The financial statements of the Company and Report onof Independent Registered Public Accounting Firm are presented in the ~~Financial~~“F” ~~Statements~~pages of this Report.

~~We have audited the accompanying balance sheet of Webstar Technology Group, Inc.~~ (~~the Company~~b) as of December, 2022 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2022 and the related notes (collectively referred to as the financial statements).Exhibits

~~In our~~The ~~opinion,~~following ~~the~~exhibits ~~financial~~are ~~statements~~filed ~~present~~or ~~fairly, in all material respects, the financial position of the Company as of December~~“furnished” ~~31, 2022, and the results of its operations and its cash flows for the years ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.~~herewith:

~~Substantial Doubt~~EXHIBIT ~~Regarding Going Concern~~INDEX

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Exhibit Number		Description

1		Auditor’s form 10K approval / Consent to file

3.1		Amended and Restated Articles of Incorporation filed on July 5, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

3.2		Amended and Restated Bylaws effective as of March 23, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

3.3		Certificate of Designations of Preferences and Rights of Series A Preferred Stock of the registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).

3.4		Restated Certificate of Designations of Preferences and Rights of Series A Preferred Stock amended on June 14, 2022 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 14, 2022).

10.1+		Form of Executive Employment Agreement and Amendment (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.2+		Form of Consulting Agreement and Amendment (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.3		Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.4		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.5		Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Warp-G software (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

~~Basis of Opinion~~35

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

10.6+		Form of Director Services Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.7		Form of Subscription Agreement for S-1 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.8+		Form of Amendment to Employment Agreement entered into between Webstar Technology Group, Inc. and Executive (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.9		Amendment dated May 12, 2018 to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

10.10		Second Amendment to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.11		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.12		Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Warp-G software (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

10.13		Form of Employment Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC on July 3, 2019).

10.14		Promissory Note Issued March 25, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 3, 2019).

10.15		Amendment to Promissory Note dated December 6, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 17, 2019).

10.16†		Employment Agreement between the registrant and James Owens dated January 1, 2020. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

10.17†		Employment Agreement between the registrant and Don Roberts dated January 1, 2020. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

10.18†		Employment Agreement between the registrant and Harold Hutchins dated January 1, 2020. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on For 8-K filed with the SEC March 3, 2020).

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.36

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

10.19		Assignment of All Employment and Consulting Agreements and Transfer and Assumption of All Liabilities Associated Therewith Agreement between the registrant and James Owens dated February 21, 2020. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC March 3, 2020).

10.20		Subscription Agreement between the registrant and James Owens for Series A Preferred Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).

10.21		Subscription Agreement between the registrant and James Owens for Common Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on For 8-K filed with the SEC March 17, 2020).

10.22		Exclusive Technology Marketing and License Agreement dated April 21, 2020 by and between the Company and Soft Tech Development Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 23, 2020).

10.23+		Second Amended and Restated Marketing and License Agreement dated July 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on July 18, 2022).

10.24		Settlement Agreement to Compromise Debt dated June 3, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.25		Convertible Promissory Note dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.26+		Amended Executive Employment Agreement dated June 3, 2022 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on June 9, 2022).

10.27		Stock Option Grant to Officer dated December 9, 2021 (Incorporated by reference to the Company’s Form 8-K filed with the SEC on December 13, 2021).

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

~~We have~~* ~~served~~Filed asherewith. ~~the~~+ ~~Company’s~~Management ~~auditor~~contract ~~since~~or ~~2019~~compensatory plan or arrangement.

~~Palm Beach Gardens, Florida~~37

~~April 14, 2023~~SIGNATURES

~~F-3~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Webstar Technology Group, Inc.

	Webstar Technology Group, Inc.

Dated: April 30, 2025	By:	/s/ Ricardo H. Haynes
		Ricardo H. Haynes
		Chief Executive Officer and Principal Financial and Accounting Officer (principal executive officer)

~~Balance~~Pursuant to the requirements of Section 13 or 15(d) ~~Sheets~~of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	2023			2022
Name	Title and Date
	December 31,
/s/ Ricardo H. Haynes	Director Dated: April 30, 2025
	2023			2022
Ricardo H. Haynes
ASSETS
Current assets
Cash	$	170		$	178
Prepaid expenses		498			498
Total current assets		668			676
Right-of-use assets		-			2,347
Intangible asset - net of accumulated amortization of $16,800 and $15,200 at December 31, 2023 and 2022, respectively		-			1,600
Total assets	$	668		$	4,623
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	24,981		$	44,343
Accrued salaries and related expenses		3,074,406			2,349,874
Accrued interest – related party		43,989			50,556
Due to stockholders		228,674			96,753
Lease liability		-			1,660
Convertible note payable – related party		1,000,000			-
Total current liabilities		4,372,050			2,543,186
Convertible note payable – related party		-			1,101,000
Lease liability – net of current portion		-			729
Total liabilities		4,372,050			3,644,915
Commitments and contingences (Note 7)		-
Stockholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of December 31, 2023 and 2022		-			-
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 158,271,000 and 139,900,000 issued and outstanding as of December 31, 2023 and 2022, respectively		15,827			13,990
Additional paid-in-capital		38,750,207			38,568,334
Accumulated deficit		(43,137,416	)		(42,222,616	)
Total stockholders’ deficit		(4,371,382	)		(3,640,292	)
Total liabilities and stockholders’ deficit	$	668		$	4,623

~~The accompanying notes are an integral part of these financial statements.~~38

F-4

Index to Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB: 5036)	F-2
Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets as of December 31, 2024 and 2023	F-5
Statements of Operations for the Years Ended December 31, 2024 and 2023	F-6
Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-7
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-8

~~Webstar Technology Group, Inc.~~F-1

~~Statements of~~REPORT ~~Operations~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	2023			2022
	For the Year Ended December 31,
	2023			2022
Revenue	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Operating expenses
Salaries and related expenses		754,932			16,985,524
General and administrative		83,724			88,127
Total operating expenses		838,656			17,073,651
Operating loss		(838,656	)		(17,073,651	)
Other expense
Loss on extinguishment of debt with a related party		-			(13,896,333	)
Interest expense – related party		(76,144	)		(50,556	)
Total other expense		(76,144	)		(13,946,889
Net loss before income taxes		(914,800	)		(31,020,540	)
Income tax expense		-			-
Net loss	$	(914,800	)	$	(31,020,540	)
Net loss per share-basic and diluted	$	(0.01	)	$	(0.22	)
Weighted average shares outstanding – basic and diluted		151,677,573			139,900,000

To the Board of Directors of

~~The accompanying~~Webstar ~~notes~~Technology ~~are~~Group, ~~an integral part of these financial statements~~Inc.

~~F-5~~Opinion on the Financial Statements

~~Webstar~~We have audited the accompanying balance sheet of Webstar Technology Group, Inc. (the Company) as of December 31, 2023, and the related statement of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Statements of~~Explanatory ~~Stockholders’~~Paragraph- ~~Deficit~~Going Concern

~~For~~The accompanying financial statements have been prepared assuming that the ~~Years~~Company ~~Ended~~will ~~December~~continue 31as a going concern. As discussed in Note 2 of the financial statements, the ~~2023~~Company suffered recurring losses from operations and ~~2022~~has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The Company’s ability to continue as a going concern is dependent on continued support from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. This gives rise to substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the issuance of these financial statements. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Preferred Stock				Common Stock				Additional Paid-in-		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2021		1,000	$	-		139,900,000	$	13,990	$	8,070,633	$	(11,202,076	)	$	(3,117,453	)
Extinguishment of liabilities and stock-based compensation with related party		-		-		-		-		30,497,701		-			30,497,701
Net loss		-		-		-		-		-		(31,020,540	)		(31,020,540	)
Balance at December 31, 2022		1,000		-		139,900,000		13,990	$	38,568,334		(42,222,616	)		(3,640,292	)
Partial conversion of convertible note payable to related party		-		-		18,371,000		1,837		181,873		-			183,710
Net loss		-		-		-		-		-		(914,800	)		(914,800	)
Balance at December 31, 2023		1,000	$	-		158,271,000	$	15,827	$	38,750,207	$	(43,137,416	)	$	(4,371,382	)

Basis for Opinion

~~The accompanying~~These ~~notes~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an ~~integral~~opinion ~~part~~on ofthe ~~these~~Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-6~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Webstar~~Our audits included performing procedures to assess ~~Technology~~the ~~Group~~risks of material misstatement of the financial statements, ~~Inc~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Statements of~~Critical ~~Cash~~Audit ~~Flows~~Matters

	2023			2022
	For the Year Ended December 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(914,800	)	$	(31,020,540	)
Adjustments to reconcile net loss to cash used in operating activities
Stock based compensation expense		-			16,071,084
Loss on extinguishment of debt with a related party					13,896,333
Amortization expense		1,600			1,600
Change in assets and liabilities
Prepaid expenses		-			1,665
Accounts payable		(19,362	)		1,174
Accrued salaries and related expenses		724,532			823,241
Accrued interest – related party		76,143			50,556
Lease liabilities		(42	)		(30	)
Net cash used in operating activities		(131,929	)		(174,917	)
Cash flows from financing activities
Advances from stockholders		135,921			174,656
Repayments to stockholders		(4,000	)		-
Net cash provided by financing activities		131,921			174,656
Net decrease in cash		(8	)		(261	)
Cash at beginning of the year		178			439
Cash at end of the year	$	170		$	178
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Schedule of non-cash financing activities
Conversion of convertible note payable and accrued interest – related party into common stock	$	183,710		$	-
Reclassifications of accrued salary and related expenses and advances due to related party to additional paid-in-capital upon settlement	$	-		$	530,283
Issuance of convertible note payable for accrued salary and advances due to related party	$	-		$	1,101,000

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

~~The accompanying~~We ~~notes~~determined ~~are~~that anthere ~~integral~~were ~~part~~no ofcritical ~~these~~audit ~~financial statements~~matters.

~~F-7~~/s/ Assurance Dimensions We have served as the Company’s auditor since 2023. Margate, Florida March 29, 2024

~~WEBSTAR TECHNOLOGY GROUP, INC.~~F-2

~~NOTES~~Report TOof ~~FINANCIAL~~Independent ~~STATEMENTS~~Registered Public Accounting Firm

~~December~~To the ~~31,~~Shareholders ~~2023~~ and ~~2022~~the board of directors of Webstar Technology Group Inc.

~~NOTE 1~~Opinion -on ~~DESCRIPTION~~the OFFinancial ~~BUSINESS~~Statements

~~Webstar~~We ~~Technology~~have ~~Group,~~audited ~~Inc. (~~the ~~“Company”)~~accompanying ~~was~~balance ~~incorporated~~sheet ~~in Wyoming on March 10, 2015. The Company was established for the operation~~ of ~~certain~~Webstar ~~licensed~~Technology ~~and~~Group ~~purchased software solutions~~Inc. ~~Since inception,~~ (the “Company”) ~~signed~~as ~~two~~of ~~license~~December ~~agreements with a related party to license proprietary software technology solutions~~31, ~~i.e.~~2024, ~~Gigabyte Slayer~~ and ~~WARP-G. The Company has been focused in large part~~ ~~on organizational activities and~~ the ~~development~~related statements of ~~its~~operations, ~~business~~stockholders’ ~~plans to license the Gigabyte Slayer software application that is designed to deliver live video streams~~equity, ~~video downloads~~ and ~~large~~cash ~~data~~flows ~~files~~for ~~more~~the ~~efficiently~~year bythen ~~using~~ended, ~~new proprietary data compression technology~~ and ~~to license~~ the ~~WARP-G~~related ~~software~~notes ~~solution that is designed to enable enterprise customers that transmit live video streams, video downloads~~(collectively ~~and~~referred ~~large data files~~ to ~~push~~as ~~such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. The Company completed~~ the ~~license~~“financial ~~of Gigabyte Slayer and WARP-G software on April 21, 2020 and is now seeking to sub-license the software~~statements”).

~~NOTE~~In 2our -opinion, ~~SUMMARY~~the OFfinancial ~~SIGNIFICANT~~statements ~~ACCOUNTING~~present ~~POLICIES~~fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~The financial statements of ~~Presentation~~Webstar Technology Group, Inc. as of December 31, 2023, were audited by Assurance Dimensions, LLC (PCAOB ID 5036), whose report dated March 29, 2024, expressed an unqualified opinion on those statements.

~~The~~Substantial ~~accompanying~~doubt ~~financial~~about ~~statements~~Company’s ~~have~~ability ~~been~~to ~~prepared~~continue inas ~~accordance~~a ~~with~~going ~~accounting principles generally accepted in the United States of America (“US GAAP”).~~concern

~~Liquidity~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered recurring losses from operations, has a significant accumulated deficit, has no active ~~Going~~business ~~Concern~~operations and ~~Uncertainties~~not have any employee. In addition, the Company continues to experience negative cash flows from operations. The Company’s ability to continue as a going concern is dependent on continued support from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. This gives rise to substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the issuance of these financial statements. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of December 31, 2023, the Company had an accumulated deficit of $43,137,416, and has incurred a net loss of $914,800 for the year ended December 31, 2023. Additionally, the Company generated a negative cash flow from operations of $131,929 for the year ended December 31, 2023, and the Company’s working capital at December 31, 2023 was a negative $4,371,382. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at December 31, 2023 will not be sufficient to fund operations for at least the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Corporate Office:

“Pipara Corporate House”

Near Bandhan Bank Ltd.,

Netaji Marg, Law Garden, Ahmedabad - 380006

Mumbai Office:

#3, 13^th floor, Tradelink, ‘E’ Wing, A - Block, Kamala Mills, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

New York Office:

1270, Ave of Americas,

Rockefeller Center, FL7,

New York – 10020, USA

+1 (646) 387 - 2034

Delhi Office:

Green Park Desq Work,

Gate No. 1, 49/1 Yusuf Sarai, Nr. Green Park Metro station, Delhi - 110016

Dubai Office:

1011, B-Block, Mazaya Centre, Sheikh Zayed Rd - Al Wasl - Dubai - UAE

Singapore Office:

3 Shenton Way, Shenton House,

# 08 – 09A, Singapore - 068805

T: + 91 79 40 370370

E: pipara@pipara.com

naman@pipara.com

Chintan.jain@pipara.com

info@pipara.com

www.pipara.com

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. The Company has relied upon advances from its Chairman and majority stockholder to fund operations since inception. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company.F-3

~~The~~Basis ~~financial~~for statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.Opinion

~~Generally,~~These ~~the~~financial ~~Company’s~~statements ~~operations~~ are ~~subject~~the toresponsibility aof ~~number~~the ofCompany’s ~~factors~~management. ~~that~~Our ~~can~~responsibility ~~affect~~is ~~its~~to ~~operating~~express ~~results~~an ~~and~~opinion ~~financial~~on ~~condition.~~the ~~Such~~Company’s ~~factors~~financial ~~include,~~statements ~~but~~based ~~are~~on ~~not~~our ~~limited~~audit. ~~to,~~We ~~the~~are ~~results~~a ofpublic ~~its~~accounting ~~marketing~~firm ~~efforts~~registered towith ~~attract~~the ~~users~~Public ~~for~~Company ~~its~~Accounting ~~software~~Oversight ~~solutions~~Board (United ~~and~~States) ~~rapidly changing~~(“PCAOB”) ~~technology,~~and ~~the~~are ~~successful~~required ~~launch~~to ~~and~~be ~~the~~independent ~~acceptance~~with ofrespect ~~its~~to ~~software~~the ~~solutions~~Company in ~~the~~accordance ~~marketplace,~~with ~~competition~~the ofU.S. ~~its software~~federal ~~solutions,~~securities ~~attraction~~laws ofand ~~talented~~the ~~and~~applicable ~~skilled~~rules ~~employees~~and toregulations ~~support~~of the ~~business~~Securities and ~~the~~Exchange ~~ability~~Commission toand ~~raise~~the ~~capital to support its operations~~PCAOB.

~~F-8~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

~~Use~~Our audits included performing procedures to assess the risks of ~~Estimates~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The~~Critical ~~preparation~~Audit of the financial statements in conformity with US GAAP 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 these estimates. Certain of the Company’s estimates, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Significant estimates made by management include the valuation of deferred tax assets, fair value of preferred stock, and a convertible note payable issued to a related party.Matters

~~Fair~~The ~~Value~~critical audit matter communicated below is a matter arising from the current period audit of ~~Financial~~the ~~Instruments~~financial statements that was communicated or required to be communicated to the audit committee and ~~Fair~~that ~~Value~~(1) ~~Measurements~~relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~The~~Accounting ~~carrying amounts reported in the balance sheet~~ for ~~cash, accounts payable, accrued expenses,~~ and ~~due~~Valuation ~~to stockholder approximate their fair value based on the short-term maturity~~ of ~~these~~Bear ~~instruments.~~Village ~~The~~Intellectual carrying amount reported in the balance sheet for the convertible note payable-related party approximates its fair value based on the valuation on the issue date as discussed in Note 3 below. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2023 or 2022.Property

~~Cash~~As discussed in Note 1 to the financial statements, the Company acquired the Bear Village intellectual property (“Bear Village IP”) as part of a broader restructuring and realignment of operations. This transaction involved related parties and non-cash consideration, and is expected to materially affect the Company’s future operations and strategic direction. Auditing this transaction required significant auditor judgment due to the complexity of the acquisition, the valuation of intangible assets with no prior carrying value, and management’s assumptions related to the proposed development project and expected capital raise.

~~The~~Our ~~Company~~audit ~~considers~~procedures ~~cash~~related ~~and cash equivalents~~ to ~~include~~this ~~all~~critical ~~stable,~~audit ~~highly~~matter liquid investments with maturities of three months or less. There are no cash equivalents at December 31, 2023 and 2022. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured (FDIC) limits. At December 31, 2023 and 2022, the Company did not have any cash balances in excess of FDIC limits nor has the Company experienced any losses in such accounts through December 31, 2023.included:

~~Accounts Receivable~~● Reviewing the asset purchase agreement and board approvals. ● Evaluating the accounting treatment applied, including the identification and recognition of intangible assets. ● Assessing the reasonableness of management’s assumptions used in estimating the fair value and business purpose of the acquired assets. ● Evaluating the adequacy and clarity of the related disclosures in the financial statements.

~~Accounts~~Emphasis ~~receivable are recorded as revenue is earned and billed during the period the on-line classes are conducted. The billings are due within 30 days~~ of ~~the~~matter billing date. I The Company monitors accounts receivable and provides allowances for expected credit losses when considered necessary.. Accounts receivable were $0 at December 31, 2023 and 2022. No allowance for credit losses was required at December 31, 2023 nor December 31, 2022.para

As of December 31, 2023 and 2022, and for the years then ended, the Company had no customers or revenue.

●

As disclosed in Note 1 to the financial statements, on June 14, 2024, there was a change in ownership and control of the Company through the acquisition of 100% of the Company’s Series A Preferred Stock by a group of individuals (the “Purchasers”). The Preferred Stock remains in escrow, with voting control retained by the former CEO and majority shareholder, Mr. James Owens, until final payment is made. This transaction represents a significant change in governance and control, and has implications for subsequent events, related party disclosures, and management’s plans related to the going concern uncertainty.

●

As described in Note 3 to the financial statements, the Company entered into certain transactions with related parties during the year ended December 31, 2024. While we were not able to obtain confirmations directly from those related parties, we performed alternative audit procedures, including reviewing agreements and obtaining representations from management. Based on the audit evidence obtained, we were able to complete our procedures related to these transactions and our opinion is not modified in respect of this matter.

~~Leases~~For, Pipara & Co LLP (6841)

~~The~~Pipara ~~Company~~& ~~accounts~~Co for leases under ASU 2016-02. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. The Company leases office equipment used to conduct our business.LLP

~~Operating~~We ~~lease~~have ~~ROU~~served ~~assets~~as ~~represent~~ the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company’s ~~uses~~auditor ansince incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.2025

~~The~~Place: ~~Company transferred its leased copy machine to a related party on April 1~~Delhi, ~~2023. As of December 31, 2023, the Company has no leased assets. There was no gain or loss to the Company related to the transfer of the lease.~~India

~~F-9~~Date: 02 May, 2025

~~Intangible Assets~~F-4

~~Intangible assets~~Webstar ~~are~~Technology ~~initially capitalized at cost~~Group, ~~which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use~~Inc. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognized as an expense when incurred. Computer software is subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over their estimated useful lives of five years. The amortization period and amortization method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognized in earnings when the changes arise. The Company incurred amortization expense of $1,600 for each of the years ended December 31, 2023 and 2022.

~~Revenue Recognition~~Balance Sheets

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company anticipates receiving revenue from licensing its software to customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer.

	2024			2023
	December 31,
	2024			2023
ASSETS
Current assets
Cash	$	20		$	170
Prepaid expenses		20,349			498
Total current assets		20,369			668
Total assets	$	20,369		$	668

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable	$	5,029		$	24,981
Accrued salaries and related expenses		-			3,074,406
Accrued interest – related party		55,358			43,989
Advance from related party		41,218			-
Due to stockholders		-			228,674
Convertible note payable – related party		1,000,000			1,000,000
Total current liabilities		1,101,605			4,372,050

Commitments (Note 7)		-			-

Stockholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of December 31, 2024 and 2023		-			-
Common stock, $0.0001 par value; Authorized 500,000,000 shares; 402,114,556 and 158,271,000 issued and outstanding as of December 31, 2024 and 2023, respectively		40,212			15,827
Additional paid-in-capital		46,515,936			38,750,207
Accumulated deficit		(47,637,384	)		(43,137,416	)
Total stockholders’ deficit		(1,081,236	)		(4,371,382	)

Total liabilities and stockholders’ deficit	$	20,369		$	668

The ~~Company~~ ~~recognized~~accompanying nonotes ~~revenue~~are ~~from~~an ~~licensing~~integral ~~fees~~part ~~during each~~ of ~~the~~these financial ~~years ended December 31, 2023 and 2022, respectively~~statements.

~~Stock Based Compensation~~F-5

~~Stock-based compensation~~Webstar isTechnology ~~accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”~~Group, ~~which~~ requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period)Inc. The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.

~~On June~~Statements ~~3, 2022, the Company entered into a settlement agreement with Mr. James Owens, the founder, controlling stockholder, and chairman~~ of the board of directors of the Company, whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) the elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) the elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) an amended employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum.Operations

The Company believes the convertible note’s standalone value to be minimal given the current financial position of the Company. Therefore, the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable measure of fair value. The Company’s market price for one share of common stock was $0.287 resulting in a fair value of the convertible note of $31,598,700.

	2024			2023
	For the Year Ended December 31,
	2024			2023

Revenue	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Operating expenses
Salaries and related expenses		243,066			754,932
General and administrative		154,992			83,724
Total operating expenses		398,058			838,656
Operating loss		(398,058	)		(838,656	)
Other expense
Loss on extinguishment of debt with a related party		(4,021,910	)		-
Interest expense – related party		(80,000	)		(76,144	)
Total other expense		(4,101,910	)		(76,144
Net loss before income taxes		(4,499,968	)		(914,800	)
Income tax expense		-			-
Net loss	$	(4,499,968	)	$	(914,800	)

Net loss per share-basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding – basic and diluted		363,536,764			151,677,573

~~F-10~~The accompanying notes are an integral part of these financial statements.

~~The convertible note fair value was allocated pro~~F-rata between the two instruments being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $16,071,084 for the year ended December 31, 2022 in the accompanying statements of operations (see Note 3).6

~~Stock compensation~~Webstar ~~expense~~Technology ~~was $0 and $16~~Group,~~071,084~~ ~~for the years ended December 31, 2023 and 2022, respectively~~Inc.

~~Income Taxes~~Statements of Stockholders’ Deficit

~~Deferred income~~For ~~tax assets and liabilities arise from temporary differences associated with differences between~~ the ~~financial~~Years ~~statements~~Ended ~~and~~December ~~tax basis of assets and liabilities~~31, as2024 ~~measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets~~ and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.2023

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Preferred Stock				Common Stock				Additional Paid-in-			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at December 31, 2022		1,000	$	-		139,900,000	$	13,990	$	38,568,334		$	(42,222,616	)	$	(3,640,292	)
Partial conversion of convertible note payable to related party		-		-		18,371,000		1,837		181,873			-			183,710
Net loss		-		-		-		-		-			(914,800	)		(914,800	)
Balance at December 31, 2023		1,000	$	-		158,271,000	$	15,827	$	38,750,207		$	(43,137,416	)	$	(4,371,382	)
Balance		1,000	$	-		158,271,000	$	15,827	$	38,750,207		$	(43,137,416	)	$	(4,371,382	)
Liabilities settled with shares of common stock		-		-		42,786,278		4,279		4,445,494						4,449,773
Liabilities assumed by related party		-		-						3,340,341						3,340,341
Exchange of common stock for intellectual property		-		-		201,057,278		20,106		(20,106	)		-			-
Net Loss		-		-									(4,499,968	)		(4,499,968	)
Balance at December 31, 2024		1,000	$	-		402,114,556	$	40,212	$	46,515,936		$	(47,637,384	)	$	(1,081,236	)
Balance		1,000	$	-		402,114,556	$	40,212	$	46,515,936		$	(47,637,384	)	$	(1,081,236	)

~~Net Loss~~The ~~per~~accompanying ~~Common~~notes ~~Share~~are an integral part of these financial statements.

~~The Company reports net loss per share in accordance with ASC Topic 260~~F-10, “Earnings per Share.” Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive.7

~~As of~~Webstar ~~December~~Technology 31Group, ~~2023 and 2022, the Company had a convertible note payable outstanding with a related party~~Inc. For the year ended December 31, 2023, the note was convertible into 100,000,000 shares of common stock. For the year ended December 31,2022, the note was convertible into 110,100,000 shares of common stock (see Note 3). The dilutive securities have been excluded from loss per share as the inclusion would be anti-dilutive.

~~Recently Issued~~Statements ~~Accounting~~of ~~Pronouncements~~Cash Flows

Recent Accounting Pronouncements - Adopted

	2024			2023
	For the Year Ended December 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(4,499,968	)	$	(914,800	)
Adjustments to reconcile net loss to cash used in operating activities
Loss on extinguishment of debt with a related party		4,021,910			-
Amortization expense		-			1,600
Consulting services added to due to stockholder		60,000			-
Change in assets and liabilities					-
Prepaid expenses		(19,851	)		-
Accounts payable		2,909			(19,362	)
Accrued salaries and related expenses		243,066			724,532
Accrued interest – related party		80,000			76,143
Lease liabilities		-			(42	)
Net cash used in operating activities		(111,934	)		(131,929	)

Cash flows from financing activities
Advances from stockholders		70,566			135,921
Advance from related parties		41,218			-
Repayments to stockholders		-			(4,000	)
Net cash provided by financing activities		111,784			131,921

Net increase (decrease) in cash		(150	)		(8	)
Cash at beginning of the year		170			178
Cash at end of the year	$	20		$	170

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Schedule of non-cash financing activities
Partial conversion of convertible note payable and accrued interest – related to common stock	$	-		$	183,710
Accrued salaries and related expenses assumed by related party	$	3,317,472		$	-
Liabilities settled with shares of common stock	$	427,863		$	-
Shares issued to related parties for intellectual property	$	20,601		$	-

~~In June~~The ~~2016,~~accompanying ~~the~~notes ~~FASB~~are issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an ~~entity~~integral topart ~~reflect its current estimate~~ of ~~all expected credit losses. The allowance for credit~~these ~~losses is a valuation account that is deducted from the amortized cost basis of the~~ financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the Company adopted this ASU. The adoption did not have an effect on our financial statements ~~as we have no outstanding receivables~~.

F-118

~~Recent Accounting~~WEBSTAR ~~Pronouncements~~TECHNOLOGY -GROUP, ~~Not Yet Adopted~~INC.

~~In December~~NOTES ~~2023~~TO ~~FASB~~FINANCIAL issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements.STATEMENTS

~~In November~~December ~~2023 the FASB issued ASU 2023-07~~31, ~~Segment~~2024 ~~Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories~~ and ~~amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:~~2023

●NOTE ~~significant~~1 to- ~~the~~DESCRIPTION ~~segment,~~OF ~~● regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and ● included in the reported measure of segment profit or loss.~~BUSINESS

~~The ASU~~Webstar isTechnology ~~effective for public entities for fiscal years beginning after December 15~~Group, ~~2023~~Inc. ~~and~~(the ~~interim~~“Company”) was ~~periods~~incorporated in ~~fiscal~~Wyoming ~~years~~on ~~beginning after~~March ~~December 15~~10, ~~2024~~2015. ~~(calendar~~The ~~year~~Company ~~public~~was ~~entity~~previously ~~will~~established ~~adopt~~for the ~~ASU~~operation inof ~~its~~certain ~~2024~~licensed ~~Form~~and ~~10 K). The ASU should be adopted retrospectively~~purchased ~~unless~~software ~~it’s impracticable to do so~~solutions. ~~Early~~Since ~~adoption~~inception, of the ~~ASU~~Company issigned ~~permitted,~~two ~~including~~license inagreements anwith ~~interim~~a ~~period.~~related ~~The~~party ~~adoption of ASU 2023-07 is expected~~ to ~~have~~license aproprietary ~~financial~~software ~~statement~~technology solutions, ~~disclosure~~i.e., ~~impact~~Gigabyte ~~only~~Slayer and ~~is not expected to have a material impact on the Company’s financial statements~~WARP-G.

~~The Company~~During ~~considers~~ the ~~applicability~~year ~~and~~ended ~~impact~~December of31, ~~all~~2024, ~~recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to~~ the Company entered orinto ~~are~~several ~~not expected to have a~~ material ~~effect~~definitive ~~on our~~agreements ~~financial~~as ~~condition~~summarized ~~or results of operations.~~below:

~~NOTE 3~~1) –On ~~RELATED~~June ~~PARTY~~14, ~~TRANSACTIONS~~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.

~~Due~~ 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 ~~Stockholders~~the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis.

~~Mr. James~~3) ~~Owens~~One June 21, 2024, the ~~founder,~~Company ~~controlling~~entered ~~stockholder~~into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and ~~chairman~~controlled ofby James Owens, for the ~~board~~acquisition of ~~directors~~licenses offor the ~~Company~~use, ~~advances~~development ~~the~~and ~~Company~~commercialization ~~money as~~of ~~needed~~Gigabyte ~~for~~Slayer ~~working~~and ~~capital~~WARP-G ~~needs~~software. ~~During~~As ~~the~~consideration ~~year~~for ~~ended~~the ~~December 31~~licenses, ~~2023,~~Webnet ~~Mr.~~assumed ~~Owens~~liabilities ~~loaned~~of the Company, specifically related to accrued salaries and related expenses of $993,~~921~~317,472 and wea ~~repaid~~cash ~~him~~ payment of $422,~~000~~869 ~~toward~~which was applied to Webstar’s accounts payable at the ~~balance~~time ~~outstanding~~of ~~from~~the ~~these~~same ~~advances~~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.

~~During~~ 4) On June 24, 2024, the ~~year~~Company ~~ended~~agreed ~~December~~to 31acquire the assets and intellectual property associated with the Bear Village, ~~2023~~Inc. family resort developments from Thunder Energies Corporation, ~~one~~an entity owned and controlled by the Purchasers of ~~our~~the ~~directors~~Company’s ~~and~~Preferred ~~stockholders~~Stock. An asset sale agreement was executed on July 15, Mr2024 between the Company and the selling entity. ~~Michael~~Pursuant ~~Hendrickson~~to the agreement, ~~advanced~~the usCompany ~~$36~~agreed to issue the selling entity 201,~~000~~057,278 shares of common as consideration for ~~working~~the ~~capital needs~~assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024 (see Note 3).

~~The financial~~As ~~statements reflect~~ a ~~“Due~~result toof ~~stockholders”~~the ~~liability~~sale ~~which~~of the ~~was~~Preferred ~~$228~~Stock,~~674~~ ~~and~~discussed ~~$96~~above,~~753~~ atthe ~~December~~existing ~~31,~~officers ~~2023~~ and ~~2022~~directors of the Company, ~~respectively,~~ ~~representing~~Mr. ~~advances~~James ~~that~~Owens, ~~remain~~Mr. ~~due~~Michael toHendrickson, Mr. Sanford ~~Owens~~Simon, and Mr. ~~Hendrickson.~~Don ~~The~~Roberts, ~~advances~~were ~~outstanding~~removed ~~from~~and ~~both~~replaced ~~related~~by ~~parties are~~the ~~pursuant~~below toas anof ~~oral~~June ~~agreement~~14, ~~are non-interest bearing and payable upon demand~~2024.

~~F-12~~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:

~~Convertible~~Chairman/Chief ~~Note~~Executive ~~Payable~~Officer - Mr. Ricardo Haynes

OnIndependent ~~June~~Director 3,– ~~2022, the Company entered into a settlement agreement with Mr~~Ms. ~~Owens~~Marilyn whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) the elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) the elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) an amended employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Frank Perone Trust, which he controls.Karpoff

OnIndependent ~~May~~Director ~~15,~~– ~~2023, the Frank Perone Trust partially converted $101,000 of the note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion rate of $0~~Mr.01 ~~per~~Gordon ~~share, in accordance with the Note’s convertible provision. There was no gain or loss related to the partial conversion.~~Clinkscale

AsPresident of– ~~December 31, 2023 and 2022, $1,000,000 and $1,101,000, respectively, of the note’s principal remains outstanding and matures June 3, 2024~~Mr. ~~Accrued~~Eric interest related to this note was $43,989 and $50,556 as of December 31, 2023 and 2022, respectively, on the accompanying balance sheets. Interest expense – related party was $76,144 and $50,556 for the years ended December 31, 2023 and 2022, respectively, on the accompanying statements of operations.Collins

~~The~~Interim ~~Company~~Chief ~~believes~~Financial ~~the~~Officer ~~convertible~~(CFO) ~~note’s~~– ~~standalone value to be minimal given the current financial position of the Company~~Ms. ~~Therefore, the~~Adrienne Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable measure of fair value. The Company’s market price at date of issue for one share of common stock was $.287 resulting in a fair value of the convertible note of $31,598,700 at date of issue.Anderson

~~With~~Secretary ~~the~~– valuation of the convertible note determined, the convertible note fair value was allocated pro-rata between the two instruments being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $0 and $16,071,084 for the years ended December 31, 2023 and 2022, respectively, in the accompanying statements of operations. Loss on extinguishment of debt relative to the convertible note issued in exchange for advances owed to Mr. ~~Owens~~Donald ~~is $0 and $13,896,333 for the years ended December 31, 2023 and 2022, respectively~~R. Keer

~~The~~Chief ~~Company~~Operating ~~notes~~Officer ~~that~~– if a convertible debt instrument is issued at a substantial premium compared to the principal (or par) amount to be settled at maturity, ASC 470-20-25-13 indicates that there is a presumption that the premium should be recognized in equity as paid-in capital, if substantial. Such is the case here. The convertible note was recorded at $1,101,000 on the accompanying balance sheet at December 31, 2022, and additional paid-in-capital was increased by $30,497,701, which also includes the $530,284 of total liabilities outstanding with Mr. ~~Owens~~Lance ~~in excess of the face value of the convertible note of $1,101,000 on the accompanying balance sheet as of December 31, 2022.~~Lehr

~~Employment~~Ms. Anderson submitted her ~~Agreements~~resignation as interim CFO on February 19, 2025 but continues to provide financial reporting related services to the Company on a consulting basis.

~~On February~~Since ~~21,~~execution ~~2020,~~of ~~effective January 1, 2020,~~ the ~~Company entered into executive employment agreements with Don D. Roberts as its~~above ~~President~~material ~~and~~definitive ~~Chief Executive Officer, Harold E. Hutchins as its former Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these~~ agreements ~~are found in Note 7 below (Commitments). The agreements provide for salaries of $350~~,~~000 and~~ ~~auto allowances of $12,000 per year for each of~~ the ~~executives.~~Company ~~Mr.~~is ~~Owens’~~currently ~~employment~~an ~~agreement~~early-stage ~~was~~specialty ~~amended~~real onestate ~~June~~development 3,company ~~2022~~devoted ~~reducing his salary~~ to ~~$1 per year with no auto allowance. As of December 31, 2023 and 2022,~~ the ~~accrued salaries resulting from these employment agreements were $2~~identification,~~538,000~~ ~~and~~partnership ~~$1,866,000, respectively,~~ and ~~the~~development ~~accrued~~of ~~auto~~specialty ~~allowances~~real ~~were~~estate ~~$73,800 and~~projects ~~$52,200, respectively, which have been included~~ in ~~accrued salaries and related expenses on~~ the ~~accompanying~~United ~~balance~~States ~~sheets.~~with Asa offocus ~~December 31,~~on ~~2023~~multitenant ~~and~~buildings ~~2022, the accrued salaries and related expenses also includes accrued salaries of $309,444 due under an employment agreement~~ that ~~ended~~can inbe ~~prior year. As of December 31, 2023 and 2022, payroll taxes in the amount of $153,162~~upgraded ~~and $122,230, respectively, have also been accrued related~~ to ~~these~~green/energy ~~employment~~efficient ~~agreements.~~status ~~The salaries~~ and ~~related~~entertainment ~~expenses related to these agreements for the years ended December 31, 2023~~ and ~~2022,~~resort ~~were~~real ~~$754,932 and~~estate ~~$914,440, respectively, and have been presented as salaries and related expense on the accompanying statements of operations~~development. During the years ended December 31, 2023 and 2022, Mr. Hutchins was paid $28,000 and $84,000, respectively, of his salary and $2,400 and $7,200 in auto allowances, respectively. See disclosure above for accrued salary and related expenses settled with Mr. Owens during the year ended December 31, 2022.

~~F-13~~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.

The employment agreements contain a termination provision that states if employment is terminated by the Company, without cause, the employee is entitled to severance pay equal to one year of the employee’s annual salary. If the termination is due to a change of control, the employee is entitled to severance pay equal to two years of the employee’s salary. See Note 7. The CEO, CFO and Board of Directors do not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore, have not accrued any provision for the termination of the employment agreements.F-9

~~License Agreement~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~On April~~Basis 21, 2020, the Company entered into a license agreement with Soft Tech Development Corporation (“Soft Tech”) to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, owns Soft Tech. Pursuant to the terms of the license agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. As of December 31, 2023, no amounts have been paid on the license agreement as the events triggering the license fees have not occurred nor have any net sales of the Licensed Software been generated.Presentation

~~NOTE~~The accompanying financial statements have been prepared 4in –accordance ~~LEASES~~with accounting principles generally accepted in the United States of America (“US GAAP”).

~~As of December 31~~Liquidity,

Filing Compare · Webstar Technology Group Inc.