DESCRIPTION OF BUSINESS |
NOTE
1 - DESCRIPTION OF BUSINESS
Webstar
Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was 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.
During
the nine months ended September 30, 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 (see Note 6). |
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:
Chairman/Chief
Executive Officer - Mr. Ricardo Haynes
Independent
Director – Ms. Marilyn Karpoff
Independent
Director – Mr. Gordon Clinkscale
President
– Mr. Eric Collins
Interim
CFO – Ms. Adrienne Anderson
Secretary
– Mr. Donald R. Keer
Chief
Operating Officer – Mr. Lance Lehr
|