Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited)

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 particularly under the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary" sections.

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.

During the year ended December 31, 2024, the Company entered into several material definitive agreements as summarized below:

1)

On June 14, 2024 ("Closing"), Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the "Purchasers") personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the "Preferred Stock") of the Company from the Frank T. Perone Irrevocable Trust ("Trust"), a Florida trust (the "Seller"), a Trust controlled by Mr. James Owens the Company's former CEO, founder and majority stockholder. The Purchasers have agreed to purchase the Preferred Stock for $500,000 due as follows: $50,000 at the execution of the letter of intent, $125,000 at the Closing, and the remaining $325,000 ninety days after the Closing. The Preferred Stock will remain held in escrow until the final payment is remitted to the Seller. Further, the Seller retains the voting rights of the Preferred Stock while in escrow. Therefore, Mr. James Owens is referred to as the controlling stockholder in this filing as the Preferred Stock remains in escrow as of the date of this filing. As of the date of this filing, the remaining $325,000 had not been remitted to Mr. Owens by the Purchasers.

2)

On June 21, 2024, the Company entered into a material definitive agreement with Electrical and Compression Optimization, Inc. ("ECO"), a Wyoming corporation owned and controlled by James Owens, for the acquisition of contracts, with a net book value of zero, from the Company. In exchange for the acquisition of the contracts, ECO issued 201,057,278 common shares directly to the stockholders of record of the Company at the close of business June 21, 2024 on a one-to-one basis.

3)

One June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated ("Webnet"), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and a cash payment of $22,869 which was applied to Webstar's accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.

4)

On June 24, 2024, the Company agreed to acquire the assets and intellectual property associated with the Bear Village, Inc. family resort developments from Thunder Energies Corporation, an entity owned and controlled by the Purchasers of the Company's Preferred Stock. An asset sale agreement was executed on July 15, 2024 between the Company and the selling entity. Pursuant to the agreement, the Company agreed to issue the selling entity 201,057,278 shares of common as consideration for the assets acquired related to Bear Village, Inc. These shares were issued to the sellers on October 1, 2024. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company's common stock in conjunction with the Asset Purchase Agreement (see Note 3).

As a result of the sale of the Preferred Stock, discussed above, the existing officers and directors of the Company, Mr. James Owens, Mr. Michael Hendrickson, Mr. Sanford Simon, and Mr. Don Roberts, were removed and replaced by the below as of June 14, 2024.

Under the terms of the Preferred Stock purchase agreement, the Purchases were permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated by prior directors and as new officers as follows:

President/Chief Executive Officer - Mr. Ricardo Haynes

Independent Director - Ms. Marilyn Karpoff

Independent Director - Mr. Gordon Clinkscale

President - Mr. Eric Collins

Interim Chief Financial Officer (CFO) - Ms. Adrienne Anderson ⁽¹⁾

Secretary - Mr. Donald R. Keer

Chief Operating Officer - Mr. Lance Lehr

(1)	Ms. Anderson submitted her resignation as interim CFO on February 19, 2025.

Our principal office is located at 1100 Peachtree St NE, Suite 200, Atlanta, GA 30309. Our corporate website address is www.webstartechnologygroup.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report.

Recent Developments

Financing Transactions

Short Term Notes Payable

During the nine months ended September 30, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and December 2025 for aggregate gross proceeds of $282,830. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company's common stock should the Securities and Exchange Commission grant approval of the Company's Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder's option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company's common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During the nine months ended September 30, 2025, several Notes were converted into 4,114,286 of the Company's common shares. The Company has a balance owed of $174,830 and $0 at September 30, 2025 and December 31, 2024, respectively.

Common Stock

During the nine months ended September 30, 2025, several convertible promissory notes were converted into 4,114,286 of the Company's common shares.

On March 6, 2025, the Company cancelled 2,000,000 shares of the Company's common stock in conjunction with the Asset Purchase Agreement.

As of September 30, 2025, the Company has not issued a total of 42,857 common shares due to a third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company's outstanding shares balance of 404,228,842.

Due from Related Party

During the three and nine months ended September 30, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $124,347 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due from related party of $80,129 and a balance owed to related party of $41,218 at September 30, 2025 and December 31, 2024, respectively, and these advances have been presented as advance from related party on the accompanying balance sheets.

Promissory Notes Payable

Webstar

During the nine months ended September 30, 2025, the Company entered into promissory notes with a third party totaling $200,000 and is non-interest bearing. The promissory notes are due if Forge Atlanta does not acquire the land purchase as described in Note 1.

In June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.

On July 22, 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025.

Forge Atlanta

On September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $100,000 due September 2027 and bearing interest at 12%. In addition, the investment agreement provides the noteholder with 0.00028% equity in the Forge Atlanta project.

On September 17, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $120,000 ($100,000 cash was received) due October 31, 2025 which was issued at a $20,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall receive 300,000 common shares of Webstar, valued at $9,000 (based on the estimated fair value of the stock on the date of note) and is recorded as interest expense in the unaudited condensed consolidated Statements of Operations. Forge Atlanta recorded original issue discount accretion of $5,909 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $14,091 as of September 30, 2025.

On September 19, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $110,000 ($100,000 cash was received) due November 30, 2025 which was issued at a $10,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $1,528 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $8,472 as of September 30, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the unaudited condensed consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $67,222 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $372,778 as of September 30, 2025. After the occurrence of a default as provided in the note, the noteholder shall retain the right to receive the condominium plus interest at 30% per annum on the note.

Forge Atlanta Subsidiary

On April 29, 2025, the Company entered into an Agreement with Urbantec Development Partners, LLC ("Urbantec") to form a Special Purpose Vehicle ("SPV"), named Forge Atlanta Asset Management LLC. ("Forge Atlanta"), a 10-acre mixed-use real estate development in Downtown Atlanta's Castleberry Hill district. The Company and Urbantec will hold ownerships in Forge Atlanta of 90% and 10%, respectively, as amended on September 26, 2025.

Forge Atlanta, a Georgia limited liability corporation was formed on August 19, 2024 and intends to acquire land, secure financing, manage the development, and revitalize the Forge Atlanta project. The Managing Partner of Forge Atlanta is the Company's Chief Executive Officer, Mr. Ricardo Haynes.

On May 1, 2025, Forge Atlanta signed a non-binding Letter of Intent to acquire and redevelop Forge Atlanta for a purchase price of $33,000,000. The property is being sold subject to a non-refundable earnest money payment of $50,000 due on or before May 5, 2025 ("LOI Fee"), an earnest money payment of $50,000 due at execution of the PSA, and an earnest money payment of $400,000 due 90 days from the PSA date (currently held in an escrow account). The scheduled closing date of the land purchase is November 25, 2025. Upon closing of the land purchase, Forge Atlanta will pay Urbantec the sum of $3,000,000. Forge Atlanta shall have the right to extend the closing date to February 6, 2026 by giving written notice to Seller on or before December 15, 2025 and paying a non-refundable fee of $150,000, which shall not be applied to the purchase price. On May 2, 2025, the Company paid the LOI Fee of $50,000 and in June 2025, the Company paid the earnest money payment of $50,000 due at execution of the PSA.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview

Webstar Technology Group, was incorporated in Wyoming on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. However, in June 2024 the new management team of Webstar Technology Group Inc. chose to expand the company's footprint into the commercial real estate development & acquisitions space.

Plan of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following discussion represents a comparison of our results of operations for the three months ended September 30, 2025 and 2024. The results of operations for the periods shown in our audited condensed financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

		Three Months Ended September 30,
		2025				2024
Net revenues		$	-			$	-
Cost of sales			-				-
Gross Profit			-				-
Operating expenses			102,852				21,578
Other expense			107,108				20,000
Net loss before income taxes		$	(209,960	)		$	(41,578	)

Net Revenues

For the three months ended September 30, 2025 and 2024, we had no revenues.

Cost of Sales

For the three months ended September 30, 2025 and 2024, we had no cost of sales as we had no revenues.

Operating expenses

Operating expenses increased by $81,274, or 376.7%, to $102,852 for three months ended September 30, 2025 from $21,578 for the three months ended September 30, 2024 primarily due to increases in consulting fees of $63,755, professional fees of $5,703, investor relations costs of $2,820, travel costs of $3,458, rent of $1,170, and general and administration costs of $4,368, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended September 30, 2025, we had general and administrative expenses of $102,852 primarily due to professional fees of $11,001, rent expense of $1,170, investor relations costs of $2,820, consulting fees of $80,035, travel costs of $3,458, and general and administration costs of $4,368, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended September 30, 2024, we had general and administrative expenses of $21,578 primarily due to professional fees of $5,298 and consulting fees of $5,298 as a result of adding administrative infrastructure for our anticipated business development.

Other Expense

Other expense for the three months ended September 30, 2025 totaled $107,108 primarily due to interest expense - original issue discount of $77,159 and interest expense of $29,949 compared to other expense of $20,000 for the three months ended September 30, 2024 primarily due to interest expense.

Net loss before income taxes

Net loss before income taxes for the three months ended September 30, 2025 totaled $209,960 primarily due to (increases/decreases) in professional fees, investor relations costs, consulting fees, travel, rent, and general and administration costs compared to a loss of $41,578 for the three months ended September 30, 2024 primarily due to (increases/decreases) in professional fees and consulting fees.

Assets and Liabilities

Assets were $607,960 as of September 30, 2025. Assets consisted primarily of cash of $7,789, due from related party of $80,129, prepaid expenses of $4,848, other current assets of $194, Forge Atlanta escrow account deposit of $400,000, and deposits related to the Forge Atlanta project of $115,000. Liabilities were $1,919,807 as of September 30, 2025. Liabilities consisted primarily of accounts payable of $14,750, short term notes payable of $174,830, promissory notes payable of $519,937, net of unamortized debt issuance costs of $22,563, liability for condominium of $67,222, less unamortized issuance costs of $372,778, convertible note payable - related party of $1,000,000, accrued interest of $288, accrued interest - related party of $115,358, and other current liabilities of $27,422.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following discussion represents a comparison of our results of operations for the nine months ended September 30, 2025 and 2024. The results of operations for the periods shown in our audited condensed financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

		Nine Months Ended September 30,
		2025				2024
Net revenues		$	-			$	-
Cost of sales			-				-
Gross Profit			-				-
Operating expenses			210,628				384,888
Other expense			153,108				4,081,910
Net loss before income taxes		$	(363,376	)		$	(4,466,798	)

Net Revenues

For the nine months ended September 30, 2025 and 2024, we had no revenues.

Cost of Sales

For the nine months ended September 30, 2025 and 2024, we had no cost of sales as we had no revenues.

Operating expenses

Operating expenses decreased by $174,260, or 45.3%, to $210,628 for nine months ended September 30, 2025 from $384,888 for the nine months ended September 30, 2024 primarily due to decreases in compensation costs of $238,066, consulting fees of $27,395, and travel costs of $806, offset primarily by increases in professional fees of $71,022, investor relations costs of $12,608, rent of $2,145, and general and administration costs of $6,252, as a result of adding administrative infrastructure for our anticipated business development.

For the nine months ended September 30, 2025, we had general and administrative expenses of $210,628 primarily due to professional fees of $88,378, rent expense of $2,145, travel costs of $4,194, investor relations costs of $12,608, consulting fees of $97,035, and general and administration costs of $6,268, as a result of adding administrative infrastructure for our anticipated business development.

For the nine months ended September 30, 2024, we had general and administrative expenses of $384,888 primarily due to professional fees of $17,376, compensation costs of $238,066, consulting fees of $124,430, and travel costs of $5,000, as a result of adding administrative infrastructure for our anticipated business development.

Other Expense

Other expense for the nine months ended September 30, 2025 totaled $153,108 primarily due to interest expense - original issue discount of $83,159 and interest expense of $69,949 compared to other expense of $4,081,910 for the nine months ended September 30, 2024 primarily due to interest expense of $60,000 and the settlement of liabilities of $4,021,910.

Net loss before income taxes

Net loss before income taxes for the nine months ended September 30, 2025 totaled $363,736 primarily due to (increases/decreases) in professional fees, investor relations costs, consulting fees, rent, travel costs, and general and administration costs compared to a loss of $4,466,798 for the nine months ended September 30, 2024 primarily due to (increases/decreases) in compensation costs, professional fees, consulting fees, and travel costs.

Liquidity and Capital Resources

Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $47,990,101 at September 30, 2025, had a working capital deficit of $1,426,847 and $1,081,236 at September 30, 2025 and December 31, 2024, respectively, had a net loss of $209,960 and $363,736, and $41,578 and $4,466,798 for the three and nine months ended September 30, 2025 and 2024, respectively, and net cash used in operating activities of $661,468 and $2,126 for the nine months ended September 30, 2025 and 2024, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company's ability to continue as a going concern.

While the Company is attempting to expand operations and increase revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

The condensed financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

General - Overall, we had an increase in cash flows for the nine months ended September 30, 2025 of $7,769 resulting from cash provided by financing activities of $754,237, offset partially by cash used in operating activities of $661,468 and cash used in investing activities of $85,000.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

		Nine Months Ended September 30,
		2025				2024
Net cash provided by (used in):
Operating activities		$	(661,468	)		$	(2,126	)
Investing activities			(85,000	)			-
Financing activities			754,237				2,110
		$	7,769			$	(16	)

Cash Flows from Operating Activities - For the nine months ended September 30, 2025, net cash used in operations was $661,468 compared to net cash used in operations of $2,126 for the nine months ended September 30, 2024. Net cash used in operations was primarily due to a net loss of $363,736 for nine months ended September 30, 2025 and the changes in operating assets and liabilities of $375,891, primarily due to the changes in prepaid expenses and other current assets of $15,307, accounts payable of $1,221, accrued interest of $288, accrued interest - related party of $60,000, and other current liabilities of $27,422, offset primarily by Forge Atlanta escrow account deposits of $400,000 and due from related party of $80,129. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the accretion of original issuance costs of $83,159.

For the nine months ended September 30, 2024, net cash used in operations was primarily due to a net loss of $4,466,798 and the changes in operating assets and liabilities of $269,552, primarily due to the changes in accrued payroll of $238,066, and accrued interest - related party of $60,000, offset partially by the change in prepaid expenses of $6,563 and accounts payable of $21,951. In addition, net cash used in operating activities includes adjustments to reconcile net profit from expenses paid on behalf of company - related party of $173,210 and the settlement of liabilities for common stock of $4,021,910.

Cash Flows from Investing Activities - For the nine months ended September 30, 2025, the Company had deposits related to Forge Atlanta project of $85,000. For the nine months ended September 30, 2024, the Company had no cash flows from investing activities.

Cash Flows from Financing Activities - For the nine months ended September 30, 2025, net cash provided by financing was $754,237, due to proceeds from short term convertible notes of $108,000, proceeds from short term loans payable of $174,830, proceeds from promissory notes of $537,500, capital contributions from shareholder of $125, repayments of promissory notes of $25,000, and repayments of advance from related party of $41,218 compared to cash provided by financing activities of $2,110 for the nine months ended September 30, 2024 due to advances from stockholders.

Financing - We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. As stated above, Management intends to raise additional funds by way of a public offering or an asset sale transaction, however there can be no assurance that we will be successful in completing such transactions.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Common Stock

During the nine months ended September 30, 2025, several convertible promissory notes were converted into 4,114,286 of the Company's common shares.

On March 6, 2025, the Company cancelled 2,000,000 shares of the Company's common stock in conjunction with the Asset Purchase Agreement.

As of September 30, 2025, the Company has not issued a total of 42,857 common shares due to a third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company's outstanding shares balance of 404,528,842.

Short Term Notes Payable

During the nine months ended September 30, 2025, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July and December 2025 for aggregate gross proceeds of $282,830. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company's common stock should the Securities and Exchange Commission grant approval of the Company's Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder's option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company's common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During the nine months ended September 30, 2025, several Notes were converted into 4,114,286 of the Company's common shares. The Company has a balance owed of $174,830 and $0 at September 30, 2025 and December 31, 2024, respectively.

Due from Related Party

During the three and nine months ended September 30, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $124,347 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due from related party of $80,129 and a balance owed to related party of $41,218 at September 30, 2025 and December 31, 2024, respectively, and these advances have been presented as advance from related party on the accompanying balance sheets.

Promissory Note Payable

Webstar

During the nine months ended September 30, 2025, the Company entered into promissory notes with a third party totaling $200,000 and is non-interest bearing. The promissory notes are due if Forge Atlanta does not acquire the land purchase as described in Note 1.

In June 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.

On July 22, 2025, the Company entered into a promissory note with a director of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025.

Forge Atlanta

On September 12, 2025, Forge Atlanta entered into an investment agreement with a third party for a principal amount of $100,000 due September 2027 and bearing interest at 12%. In addition, the investment agreement provides the noteholder with 0.00028% equity in the Forge Atlanta project.

On September 17, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $120,000 ($100,000 cash was received) due October 31, 2025 which was issued at a $20,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall receive 300,000 common shares of Webstar, valued at $9,000 (based on the estimated fair value of the stock on the date of note) and is recorded as interest expense in the unaudited condensed consolidated Statements of Operations. Forge Atlanta recorded original issue discount accretion of $5,909 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $14,091 as of September 30, 2025.

On September 19, 2025, the Forge Atlanta entered into an investment agreement with a third party for a principal amount of $110,000 ($100,000 cash was received) due November 30, 2025 which was issued at a $10,000 original issue discount from the face value of the investment agreement. In addition, the note holder shall be entitled to receive one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project, valued at $440,000 (based on the estimated cost of one (1) one bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of the note). Forge Atlanta recorded original issue discount accretion of $1,528 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $8,472 as of September 30, 2025. The bedroom condominium unit in Phase 1 of the Forge Atlanta project on the date of grant of $440,000 was recorded as $440,000 to liability for condominium in the unaudited condensed consolidated Balance Sheets and was issued at a $440,000 original issue discount from the face value. Forge Atlanta recorded original issue discount accretion of $67,222 to interest expense - original issue discount in the Statements of Operations during the three and nine months ended September 30, 2025 and has an unamortized original issue discount of $372,778 as of September 30, 2025. After the occurrence of a default as provided in the note, the noteholder shall retain the right to receive the condominium plus interest at 30% per annum on the note.

Income taxes

We are a corporation for U.S. federal income tax purposes. As such we are subject to U.S. federal, state and local income taxes and are taxed at the prevailing corporate tax rates. We recognize the effect of income tax positions only if these positions are more likely than not to be sustained. Changes in recognition or measurement are reflected in the period in which 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 statements of operations have a net loss. In the future, if we determine that such tax benefits are likely to be realized by us, we will record a deferred tax asset based on the then effective income tax rate.

JOBS Act

We qualify 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.

In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to take advantage of such extended transition period, and as a result, we may not comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards.

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

	●	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;

	●	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.

Capital Expenditures

We expect to purchase approximately $50,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Critical Accounting Policies

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 the following paragraphs.

Pursuant to the JOBS Act, as an emerging growth company, we 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, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the standard for the private company. This may make comparison of our financial statements with any other public company that 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 elected to take advantage 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.

Estimates. The preparation of financial statements in conformity with generally accepted accounting principles 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 those estimates.

Future Contractual Obligations and Commitments

Refer to Note 8 in the accompanying notes to the financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.

Off-Balance Sheet Arrangements

As of September 30, 2025, we have not entered into any transaction, agreement or other contractual arrangement with an entity under which it has:

	●	a retained or contingent interest in assets transferred to the entity or similar arrangement that serves as credit;
	●	liquidity or market risk support to such entity for such assets;
	●	an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or
	●	an obligation, including a contingent obligation, arising out of a variable interest in an entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation

We do not believe that inflation has had a material effect on our results of operations.