UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~June 2523, 2025

WEBSTAR TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-56268

37-1780261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1100 Peachtree St. NE, Suite 200, Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

~~844~~(404) 994-~~601-1956~~7819

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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. ☐

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	3	3
EXPLANATORY NOTE	4	4
Item 4.01 Changes in Registrant’s Certifying Accountant	5
Item 1.01	Entry Into a Material Definitive Agreement	5
Item 9.01	Financial Statements and Exhibits	5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto, and other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

As used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms “Thunder Energies,” the “Company,” the “Registrant,” “we,” “us,” and “our” refer to Thunder Energies Corp.

The information contained in this Current Report constitutes the current information necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

~~ITEM~~Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On June 12, 2025, Webstar Technology Group, Inc., through its subsidiary Forge Atlanta Asset Management, LLC (the “Company”) entered into a Commercial Purchase and Sale Agreement (the “Agreement”) ~~Dismissal~~with McCall Railroad, LLC (the “Seller”) to acquire commercial properties designated as Land Lots 84 and 85 of ~~Independent~~the ~~Registered~~14th ~~Public~~District, ~~Accounting~~Fulton ~~Firm~~County, Georgia (the “Property”) for a total purchase price of thirty-three million dollars ($33,000,000) (the “Acquisition”). The Acquisition is part of the Company’s strategy to develop mixed-use commercial and residential complexes.

OnThe ~~January~~Property ~~30,~~encompasses ~~2025~~approximately ~~the~~10 ~~Board~~acres ofand ~~Directors~~is ofzoned ~~WEBSTAR~~for ~~TECHNOLOGY~~“commercial ~~GROUP,~~and ~~INC~~residential development”. ~~(the~~The “Company”) ~~approved the dismissal of Olayinka~~expects ~~Oyebola~~to &complete ~~Co.~~due ~~(Chartered~~diligence ~~Accountants)~~within PC90-days ~~43,~~of ~~Nurses~~execution ~~House~~on ~~2nd~~the ~~Floor~~Agreement ~~Churchgate~~and ~~Street~~Close ~~Victoria~~on ~~Island, Lagos State , Nigeria who served as~~ the ~~registered~~Property ~~accountant~~in ~~since~~January ~~August~~2026. ~~8, 2024~~ The ~~reports~~Company byhas ~~Olayinka~~already commenced ~~Oyebola~~development &activities ~~Co.~~in onin the ~~Company’s~~form ~~review~~ of ~~the~~site ~~financial~~master ~~statements for the Q 3 2024 ended November 14~~planning, ~~2024~~space ~~did not contain an adverse opinion or a disclaimer of opinion~~allocation, and ~~were~~ ~~not~~condominium ~~qualified~~floor ~~or modified as to uncertainty, audit scope or accounting principles, except as to doubt concerning going concern~~plans.

~~During~~The ~~the~~Agreement ~~fiscal~~contains ~~year~~customary ~~ended December 31~~representations, ~~2024~~warranties, ~~there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K~~ and ~~related~~covenants ~~instructions)~~by ~~with~~the ~~Olayinka Oyebola & Co~~parties. onThe ~~any~~closing ~~matter~~ of ~~accounting~~the ~~principles~~Acquisition oris ~~practices,~~subject ~~financial statement~~to ~~disclosure~~customary orclosing ~~auditing scope or procedure~~conditions, ~~which~~including ~~disagreements~~final iffinancing ~~not~~arrangements ~~resolved~~acceptable to the ~~satisfaction of Olayinka Oyebola & Co~~Seller. would have caused Olayinka Oyebola & Co. to make reference thereto in its reports on the consolidated financial review for such Quarter. During the fiscal year ended December 31, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~The Company provided Olayinka, Oyebola & Co. with a copy of the disclosure it is making herein in response to~~ Item ~~304(a) of Regulation~~ ~~S-K, and requested that Olayinka Oyebola & Co~~9.01 ~~furnish~~Financial ~~the~~Statements ~~Company with a copy of its letter addressed to the Securities~~ and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Olayinka Oyebola & Co. agrees with the statements related to them made by the Company in this report.Exhibits

(b) Newly Engaged Independent Registered Public Accounting Firm

On March 10, 2025 , the Board of Directors approved the appointment of Pipara & Co LLP of 759, 1270 Avenue of the Americas FL7, Rockefeller Center ,FL7 New York, NY. 10020 as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the year ending December 31, 2024. During the fiscal year ended December 31, 2023, neither the Company, nor anyone on its behalf, consulted Pipara & Co. LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Olayinka Oyebola & Co. CA that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Exhibits

(d) Exhibits

Termination of Services Letter

	1.	Purchase and Sale Agreement dated June 12, 2025 between Forge Atlanta Asset Management, LLC and McCall Railroad.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

1		A representative of Olayinka , Oyebola & Co CA verbally acknowledged receipt of the Webstar Technology Group Inc’s written termination of services via phone call on March 13, 2025 but have yet to remit a written acknowledgement or response at the time of this posting.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~Company has duly caused this report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.

	Webstar Technology Group, Inc.	~~Webstar Technology Group, Inc.~~
Dated:	March 25, 2025	By:	/s/ Ricardo Haynes
		/s/ Ricardo Haynes
		Name:	Ricardo Haynes
	By:	Ricardo Haynes, President
		Title:	Chief Executive Officer
	Dated:	June 23, 2025

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