UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021

 

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ___________ to ___________

 

Commission File Number 333-222325

 

Webstar Technology Group, Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming		37-1780261
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4231 Walnut Bend Jacksonville, Florida 32257		32257
(Address of principal executive offices)		(Zip code)

 

(888) 405-7860 (Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 [X]	Smaller reporting company [X]
Emerging growth company [X]

 

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. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [  ] No [X]

 

As of May 14, 2021, there were 139,900,000, shares of common stock, $0.0001 par value per share and 1,000 shares of Series A Preferred stock, $0.0001 par value per share of the registrant outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I		4
ITEM 1	FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4	CONTROLS AND PROCEDURES	20
PART II		20
ITEM 1	LEGAL PROCEEDINGS	20
ITEM 1A	RISK FACTORS	20
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4	MINE SAFETY DISCLOSURE	21
ITEM 5	OTHER INFORMATION	21
ITEM 6	EXHIBITS	21

 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about future business and financial performance or conditions, anticipated sales growth across markets, distribution channels and product categories, competition from larger, more established companies with greater economic resources than we have, expenses and gross margins, profits or losses, new product introductions, financing and working capital requirements and resources, control by our principal equity holders and the other factors set forth under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 23, 2020.

 

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 Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.

 

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 – FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS.

 

Contents
	Page
UNAUDITED CONDENSED FINANCIAL STATEMENTS:
Condensed Balance Sheets as of March 31, 2021 and December 31, 2020 (Unaudited)	5
Condensed Statements of Operations for the three months ended March 31, 2021 and 2020 (Unaudited)	6
Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2021 and 2020 (Unaudited)	7
Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)	8
Notes to the Unaudited Condensed Financial Statements	9

 

 

Webstar Technology Group, Inc.

Condensed Balance Sheets

(Unaudited)

 

		March 31, 2021				December 31, 2020
ASSETS
Current assets
Cash		$	875			$	1,505
Accounts receivable			1,349				1,349
Prepaid expenses			-				2,037
Total current assets			2,224				4,891
Right-of-use assets			4,918				5,258
Intangible asset - net of accumulated amortization of $12,400 and $12,000 at March 31, 2021 and December 31, 2020, respectively			4,400				4,800
Total assets		$	11,542			$	14,949
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	58,806			$	48,017
Accrued salaries and related expenses			1,613,862				1,345,081
Due to stockholder			538,577				511,177
Lease liability			1,457				1,430
Total current liabilities			2,212,702				1,905,705
Lease liability - net of current portion			3,556				3,930
Total liabilities			2,216,258				1,909,635
Commitments and contingencies (Note 6)
Stockholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares, 1,000 shares designated as Series A Preferred, 1,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020			-				-
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 139,900,000 issued and outstanding as of March 31, 2021 and December 31, 2020			13,990				13,990
Additional paid-in-capital			6,664,383				6,664,383
Accumulated deficit			(8,883,089	)			(8,573,059	)
Total stockholders’ deficit			(2,204,716	)			(1,894,686	)
Total liabilities and stockholders’ deficit		$	11,542			$	14,949

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

Webstar Technology Group, Inc.

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended March 31,
		2021				2020
Revenue		$	-			$	1,698
Cost of sales			-				400
Gross profit			-				1,298
Operating expenses
Salaries and related expenses			291,581				291,581
Consulting fees			-				17,100
General and administrative			18,449				74,321
Total operating expenses			310,030				383,002
Net loss before taxes			(310,030	)			(381,704	)
Income tax expense			-				-
Net loss		$	(310,030	)		$	(381,704	)
Net loss per share-basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding-basic and diluted. (This reflects a common stock dividend issued on April 21, 2020 See Note 5).			139,900,000				139,300,000

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

Webstar Technology Group, Inc.

Condensed Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

 

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in-				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance at December 31, 2020			1,000			$	-				139,900,000			$	13,990			$	6,664,383			$	(8,573,059	)		$	(1,894,686	)
Net loss			-				-				-				-				-				(310,030	)			(310,030	)
Balance at March 31, 2021			1,000			$	-				139,900,000			$	13,990			$	6,664,383			$	(8,883,089	)		$	(2,204,716	)
Balance at December 31, 2019			-			$	-				114,300,000			$	11,430			$	6,354,443			$	(7,218,684	)		$	(852,811	)
Net loss			-				-				-				-				-				(381,704	)			(381,704	)
Balance at March 31, 2020			-			$	-				114,300,000			$	11,430			$	6,354,443			$	(7,600,388	)		$	(1,234,515	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

Webstar Technology Group, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended March 31,
		2021				2020
Cash flows from operating activities
Net loss		$	(310,030	)		$	(381,704	)
Adjustments to reconcile net loss to cash used in operating activities
Amortization expense			400				400
Non-cash lease expense			340				315
Change in assets and liabilities
Accounts receivable			-				(2,444	)
Prepaid expenses			2,037				1,125
Accounts payable			10,789				25,388
Accrued salaries and related expense			268,781				268,781
Lease liabilities			(347	)			(322	)
Net cash used in operating activities			(28,030	)			(88,461	)
Cash flows from financing activities
Advances from stockholder			27,400				60,710
Repayments of stockholder advances			-				(360	)
Net cash provided by financing activities			27,400				60,350
Net decrease in cash			(630	)			(28,111	)
Cash at beginning of the period			1,505				36,535
Cash at end of the period		$	875			$	8,424
Supplemental disclosure of cash flow information
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

WEBSTAR TECHNOLOGY GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

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 letters of intent 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. Further, the Company purchased the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020 and is now developing the marketing plan to sub-license the software.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited condensed financial statements are adequate to make the information presented not misleading. The unaudited condensed financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2021 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ended December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2020 which was filed with the SEC on April 13, 2021.

 

Liquidity, Going Concern and Uncertainties

 

These unaudited condensed financial statements have been prepared in conformity with US Generally Accepted Accounting Principles, which contemplate 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 March 31, 2021, the Company had an accumulated deficit of $8,883,089 and has incurred a net loss of $310,030 for the three months ended March 31, 2021. Additionally, the Company had negative cash flows from operations of $28,030 for the three months ended March 31, 2021 and the Company’s working capital at March 31, 2021 was a negative $2,210,478. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at March 31, 2021 will not be sufficient to fund operations for at least the next twelve months following the issuance of these condensed financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

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 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.

 

 

The unaudited condensed financial 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.

 

Generally, the Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of its marketing efforts to attract users for its software solutions and rapidly changing technology, the successful launch and the acceptance of its software solutions in the marketplace, competition of its software solutions, attraction of talented and skilled employees to support the business and the ability to raise capital to support its operations.

 

The Impact of COVID-19 On Business Operations

 

While the Company’s operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and business is uncertain. Accordingly, while the Company does not anticipate an impact on its operations, the duration of the pandemic and potential impact on the business cannot be estimated. The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought on by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruptions of global financial markets, which may reduce the Company’s future ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market events resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our common stock. In addition, a severe or prolonged economic downturn could result in a variety of risks to the business, including a possible delay in implementing our business plan. At this time, the Company is unable to estimate the impact of this event on its operations.

 

Use of Estimates

 

The preparation of the unaudited condensed financial statements 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our 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 and fair value of stock-based compensation.

 

Fair Value of Financial Instruments and Fair Value Measurements

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, accrued expenses, and due to stockholder approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020.

 

Cash

 

The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. There are no cash equivalents at December 31, 2020 and 2019. The Company maintains its cash in bank and financial institutions that at times may exceed federally insured (FDIC) limits. At March 31, 2021 and December 31, 2020, the Company did not have any cash balances in excess of FDIC limits nor has the Company experienced any losses in such accounts through March 31, 2021.

 

 

Revenue Recognition

 

The Company recognizes revenue when control of the promised goods or services are 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. The annual fee charged to the college is billed in the first quarter of the year and the income is recognized over the entire year.

 

The Company lost its only customer in January 2021 due to circumstances at the customer level. The Company will maintain its eCampus platform for future customers and the Company’s revenue policies and procedures described above remain unchanged.

 

The Company billed $0 in annual fees in January 2021 and recognized no revenue from annual fees during the three months ended March 31, 2021. Annual fees paid in advance of services performed are presented as contract liabilities. The Company recognized revenue of $0 and $1,698 from student and annual fees during the three months ended March 31, 2021 and 2020, respectively.

 

Accounts Receivable

 

Accounts 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 billing date. If accounts receivable are not paid within 90 days of billing, an allowance for doubtful accounts will be established. Accounts receivable were $1,349 at March 31, 2021 and December 31, 2020. No provision for doubtful accounts was deemed necessary at March 31, 2021 or December 31, 2020.

 

As of March 31, 2021, and for the three months then ended, the Company had no customers or revenue. Prior to January 1, 2021 the Company had one customer, an educational institution, responsible for 100% of the Company’s accounts receivable and revenues. The Company lost its only customer in January 2021.

 

Stock Based Compensation

 

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, 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). 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.

 

Net Loss per Common Share

 

The Company reports net loss per share in accordance with ASC Topic 260-10, “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 if the additional common shares were dilutive. As of March 31, 2021 and 2020, there are no dilutive securities and, therefore, basic and diluted loss per share is the same.

 

The common stock dividend issued on April 5, 2020 (see Note 5) has been retrospectively presented in the weighted-average shares outstanding-basic and diluted on the condensed statement of operations in order to compute net loss per share-basic and diluted for all periods.

 

 

Income Taxes

 

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as 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.

 

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 March 31, 2021 and December 31, 2020, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited condensed financial statements.

 

Leases

 

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

 

Operating lease ROU assets 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 uses an 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 unaudited condensed statements of operations.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Due to Stockholder

 

Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the three months ended March 31, 2021, Mr. Owens loaned the Company $27,400. The unaudited condensed financial statements reflect a “Due to stockholder” liability which was $538,577 and $511,177 at March 31, 2021 and December 31, 2020, respectively, representing advances that remain due to Mr. Owens. The loans from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens.

 

Series A Preferred Stock

 

On April 2, 2020, the Company issued James Owens 1,000 shares of its Series A Preferred Stock at the agreed upon price of $250 per share. The estimated fair value of the Series A Preferred Stock was determined to be less than the $250,000 based on the estimated calculated value of the control premium using the implied value of the Company based on a recent offering of the Company’s common stock. Therefore, the total agreed upon price of $250,000 was recorded as a reduction to the due to stockholder account and an increase to additional paid-in capital due to the related party nature of the transaction (see Note 5 below).

 

License Agreement

 

On April 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.

 

 

Employment Agreements

 

On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts as its President and Chief Executive Officer, Harold E. Hutchins as its Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $350,000 and auto allowances of $12,000 per year for each of the executives. As of March 31, 2021 and December 31, 2020, the accrued salaries resulting from these employment agreements were $1,207,500 and $966,000, respectively, and the accrued auto allowances were $36,000 and $28,800, respectively, which have been included in accrued salaries and related expenses on the unaudited condensed balance sheets. As of March 31, 2021 and December 31, 2020, payroll taxes in the amount of $60,918 and $40,837, respectively, have also been accrued related to these employment agreements. There were no accruals for these agreements prior to January 01, 2020. However, as of March 31, 2021 and December 31, 2020, $309,444 was accrued for an employment agreement dating back to 2016.

 

The salaries and related expenses related to these agreements for the three months ended March 31, 2021 and 2020 were $291,581 and are included on the accompanying unaudited condensed statements of operations. During the three months ended March 31, 2020 and 2019, Mr. Hutchins was paid $21,000 of his salary and $1,800 in auto allowances. The amounts paid to Mr. Hutchins were offset against his employment agreement amounts and therefore not accrued.

 

NOTE 4 – LEASES

 

As of March 31, 2021, the Company has one lease for a copier that meets the provisions of ASU 2016-02 which requires the recognition of a right-of-use asset representing the rights to use the underlying leased asset for the lease terms with an offsetting lease liability. Operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2021 and 2020, the Company recorded $438 and $555, respectively, as operating lease expense which is included in general and administrative expenses on the condensed statements of operations. As of March 31, 2021 and December 31, 2020, the unamortized right-of-use assets resulting from the lease was $4,918 and $5,258, respectively, and the lease liabilities were $5,012 and $5,360, respectively.

 

The term of the lease is 60 months with no extension or buy-out provision at lease end. The monthly lease payments are $149. The Company utilized an incremental borrowing base of 7.5% to determine the present value of the lease liability associated with this copier lease.

 

The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under the noncancelable copier operating lease to the total operating lease liabilities recognized on the unaudited condensed balance sheet as of March 31, 2021:

 

		Year		Undiscounted Lease Payments
Copier Lease		2021 (remainder of year)		$	1,337
		2022			1,783
		2023			1,783
		2024			743
		Total			5,646
		Less: present value discount			(633	)
		Total operating lease liabilities		$	5,013

 

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Series A Preferred Stock

 

On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no transfer rights, no conversion rights, no dividends, and no liquidation preference. On April 2, 2020, the Company issued James Owens all 1,000 shares of its Series A Preferred Stock at an agreed upon price of $250 per share. The estimated fair value of the Series A Preferred Stock was determined to be less than the $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 (see Note 3).

 

Common Stock

 

On April 21, 2020, the Company’s Board of Directors approved a common stock dividend to issue each holder of the Company’s common stock a common stock dividend of .218723 shares per share of the Company’s outstanding common stock.

 

On April 21, 2020, the Company issued 25,000,000 shares of its common stock to the Company’s common stockholders of record per the common stock dividend declaration. The table below shows all the Company’s stockholders of common stock and the number of shares held by each before and after the common stock dividend:

 

Common Stockholders Name		12/31/19 # Shares				% Owned Pre-Div				Dividend Shares				Shares After Dividend				% Owned After Div
James Owens			97,000,000				84.86	%			21,216,098				118,216,098				84.86	%
Webstar Networks			17,000,000				14.87	%			3,718,285				20,718,285				14.87	%
Ashok Mohan			100,000				0.09	%			21,873				121,873				0.09	%
Michael Foster			75,000				0.07	%			16,404				91,404				0.07	%
Heather Anan			50,000				0.04	%			10,936				60,936				0.04	%
John England			75,000				0.07	%			16,404				91,404				0.07	%
Total			114,300,000				100.00	%			25,000,000				139,300,000				100.00	%

 

The common stock dividend has been retrospectively presented in the weighted-average shares outstanding-basic and diluted on the condensed statement of operations in order to compute net loss per share-basic and diluted for all periods.

 

Initial Public Offering

 

On April 24, 2020, the Company filed a Post-Effective Amendment to its original Form S-1 Registration Statement. The Securities and Exchange Commission deemed the Post-Effective Amendment effective on May 1, 2020. Under the amended Registration Statement, on September 17, 2020, the Company completed the initial public offering of 600,000 shares of common stock, par value $0.0001 per share of the Company, for gross proceeds of $60,000.

 

NOTE 6 - COMMITMENTS

 

Commitments

 

Executive Employment Agreements

 

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 to serve as its Chief Technology Officer. 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 employee a one-time payment equal to one year’s salary, 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.

 

 

Don D. Roberts. Prior to February 21, 2020, the Company did not have any written employment agreement or other formal compensation agreement with Mr. Roberts. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Roberts to serve as its Chief Executive Officer. 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 employee a one-time payment equal to one year’s salary, 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. Prior to February 21, 2020, the Company did not have any written employment agreement or other formal compensation agreement with Mr. Hutchins. On February 21, 2020, the Company’s Board of Directors approved and executed, effective January 1, 2020, an employment agreement with Mr. Hutchins to serve as its Chief Financial Officer. 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 employee a one-time payment equal to one year’s salary, 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.

 

Refer to Note 3 for amounts related to these employment agreements accrued as of March 31, 2021 and 2020.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Subsequent Events

 

On May 5, 2021, Webstar Technology Group, Inc. received notification from FINRA informing the Company that the trading symbol WBSR has been assigned to the Company’s Common Stock by FINRA’s Department of Operations. Thus, as of May 4, 2021 the Company’s Common Stock may be quoted and traded in the market for unlisted securities (i.e., the “over-the-counter market”).

 

Mr. James Owens, the Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder of the Company, loaned the Company $14,890 subsequent to March 31, 2021 through the date of this report.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes to those financial statements that are included elsewhere in this report and in conjunction with the audited financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Statement Regarding Forward-Looking Statements and Business sections in the audited financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020.

 

Background and Overview

 

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. Further, the Company purchased the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020 and is now implementing the marketing plan to sub-license the software.

 

COVID-19

 

While the Company’s operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and business is uncertain. Accordingly, while the Company does not anticipate an impact on its operations, the duration of the pandemic and potential impact on the business cannot be estimated. The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought on by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruptions of global financial markets, which may reduce the Company’s future ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market events resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our common stock. In addition, a severe or prolonged economic downturn could result in a variety of risks to the business, including a possible delay in implementing our business plan. At this time, the Company is unable to estimate the impact of this event on its operations.

 

Recent Developments

 

On May 5, 2021, Webstar Technology Group, Inc. received notification from FINRA informing the Company that the trading symbol WBSR has been assigned to the Company’s Common Stock by FINRA’s Department of Operations. Thus, as of May 4, 2021 the Company’s Common Stock may be quoted and traded in the market for unlisted securities (i.e., the “over-the-counter market”).

 

Plan of Operations

 

Gigabyte Slayer Software

 

Gigabyte Slayer is a distinct mobile application created to enable users to transmit more data over existing data streams to optimize data usage across mobile devices including smartphones and tablets. The application is designed to eliminate video streaming delays and reduce customers’ data plan bandwidth usage from any 3G or 4G LTE cell phone network provider. The application is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology. This technology significantly reduces the data package size and enhances the data traffic control between cell phone provider data downloads and uploads to customers’ mobile devices.

 

Web browsers perform various levels of caching data, the practice of storing data in and retrieving data from a memory device. Unfortunately, many use unsophisticated cache control capabilities. In comparison, Gigabyte Slayer data compression is capable of optimizing the high bandwidth downloads and returns the data to users’ mobile devices. This process is expected to dramatically reduce the data bandwidth needed when watching online videos, playing online games, or simply downloading large data files. The service is targeted to enter the mobile device market by offering application downloads with a monthly service fee. A smartphone and tablet user utilizing the Gigabyte Slayer application is expected to be able to decrease their data usage on their current data plan, at no additional cost, from their cell phone provider. Further, Gigabyte Slayer is designed to eliminate downloads “buffering” currently experienced by many current applications.

 

 

WARP-G Software

 

WARP-G is a business to business software solution that companies can use on an enterprise wide basis to transmit more data over existing data streams to optimize their data usage. The software is designed to enable enterprise users to deliver faster data streams, experience shorter download/upload times and increase the volume and speed of the data. The software is designed to create less congestion and increase the speed of packets being delivered more efficiently by using new proprietary data 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.

 

Webstar eCampus

 

Webstar eCampus is an affordable, virtual online education and e-learning technology that allows the possibility of almost any organization to offer educational services online. Following completion of the license of the Gigabyte Slayer software, we plan to enhance the Webstar eCampus virtual classroom access platform by incorporating the Gigabyte Slayer data technology which is designed to securely deliver all content at greater efficiency and significantly increase storage capabilities. This enhancement is expected to enable universities and other educational institutions to increase student participation and convenience with an enhanced experience for the students. Students will no longer experience delays in data transmission or “buffering” that is experienced by other online e-learning solutions. Webstar eCampus makes it possible for educators to offer their students visual online access to classroom activities from anywhere in the world. Remote students who use the service will be able to virtually access their classroom via the internet using their web enabled Smartphone, device or computer. The Webstar eCampus software was used in 2020 by California College of Early Childhood Development (the “California College”) pursuant to an oral agreement. Under the terms of the oral agreement, the California College paid us an annual non-refundable license fee of $995 plus $195 per classroom, and $49.95 per student per class. Either party could terminate this use right at any time during its month-to-month term. California College, our only customer, terminated our agreement in January 2021.

 

Designed with customer and user simplicity in mind, there is no complex customer setup, expensive servers or software to buy or build. Webstar eCampus allows classes with increased scheduling flexibility in real time or after hours. It makes it possible and affordable for educators to offer students virtual on-demand classroom activities and to increase their student base and attendance around the world through increased availability and reduced cost of education per student, with enhanced delivery quality. Webstar eCampus offers virtual real-time e-library and e-bookstore capabilities as well as virtual auditorium and student body gathering venues. Ongoing reach of this technology is planned to include the development and implementation of virtual online learning centers in third world countries as well as medical support services and disaster relief services connected to our innovative software and virtual capabilities. Moreover, Webstar eCampus encompasses Cloud learning with secured connection and is smartphone ready.

 

Results of Operations for the three months ended March 31, 2021 and 2020

 

Revenue

 

Revenue was $0 and $1,698 for the three months ended March 31, 2021 and 2020, respectively. In January 2021, the Company lost its only customer for the eCampus software thereby causing the drop in revenue. In the immediate future, the Company is focusing its efforts on sub-licensing the Gigabyte Slayer and WARP-G software to generate revenue. Cost of sales was $0 and $400 for the three months ended March 31, 2021 and 2020, respectively. The cost of sales for the three months ended March 31, 2020 was the scheduled amortization expense of the eCampus software. The amortization expense of the software for the three months ended March 31, 2021, was included in general and administrative expenses due to the lack of revenue resulting from the loss of the eCampus customer. Gross profit was $0 and $1,298 for the three months ended March 31, 2021 and 2020. The gross profit decline was also due to the loss of the eCampus customer.

 

Operating Expenses

 

Total operating expenses which are comprised of salaries and related expenses, consulting fees and general and administrative expenses were $310,030 and $383,002 for the three months ended March 31, 2021 and 2020, respectively. The decreases are primarily attributable to the decreases in professional services, consulting fees, maintenance, and telephone expenses resulting from the Company’s discontinuance of the use of consultants and partially offset by increases in transfer agent fees due to the Company’s stock issuances and transfers.

 

 

Net Loss

 

The net loss was $310,030 and $381,704 for the three months ended March 31, 2021 and 2020, respectively. The decrease in loss is primarily a result of the decreases in professional services, consulting fees, rent, maintenance, and telephone expenses discussed above offset by an increase in transfer agent fees.

 

Liquidity, Going Concern and Uncertainties

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2021, our working capital deficit amounted to $2,210,478 an increase of $309,664 as compared to working capital deficit of $1,900,814 as of December 31, 2020. This increase in working capital deficit is primarily a result of decreases in cash and prepaid expenses and increases in accounts payable, accrued salaries and related expenses, and borrowings from our majority stockholder.

 

Net cash used in operating activities was $28,030 during the three months ended March 31, 2021 compared to $88,461 for the three months ended March 31, 2020. The change in cash from operating activities was primarily attributable to a decrease in the net loss from less operating expenses.

 

Net cash provided by financing activities was $27,400 during the three months ended March 31, 2021 compared to $60,350 in the three months ended March 31, 2020. The decrease in cash from financing activities was the result of the decrease in cash advances received from our controlling stockholder.

 

The unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated adequate revenues to enable profitability. Based on the current business plans and the Company’s operating requirements, management believes that the current cash balance 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.

 

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. 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.

 

The unaudited condensed financial 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.

 

Generally, the Company’s operations are subject to a number of factors that can affect its operating result and financial condition. Such 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.

 

Since our inception, we have been funded by loans from our controlling shareholder, James Owens. The loans 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. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. There can be no assurance that additional capital will be available to us. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes that exceed our current working capital will have a severe negative impact on our ability to remain a viable company.

 

 

We have incurred significant losses since our inception on March 10, 2015. We had a net loss for the three month period ended March 31, 2021 of $310,030 and an accumulated deficit as of March 31, 2021 of $8,883,089. In the event we are unable to secure a line of credit from a related company, we will continue to seek sub-license agreements for our Gigabyte Slayer and WARP-G products but delay, scale back or eliminate some or all of our additional business plans until we raise additional capital. Since we have no agreement or arrangements for any future funding from Mr. Owens, we are unable to determine how long we will be able to operate our business. This raises substantial doubt about our ability to continue as a going concern.

 

Management’s plan is to obtain such resources for our capital needs by obtaining capital from management and significant shareholders sufficient to meet its operating expenses. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

 

Our ability to 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.

 

Critical Accounting Policies and Estimates

 

Our significant accounting policies are more fully described in the notes to our unaudited condensed financial statements included herein for the three month period ended March 31, 2021 and in the notes to our annual report 10-K which includes audited financial statements for the years ended December 31, 2020 and 2019. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.

 

Use of Estimates

 

The preparation of the unaudited condensed financial statements 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Certain of our estimates, including evaluating the collectability of accounts receivable, 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 and fair value of stock based compensation.

 

Revenue Recognition

 

The Company recognizes revenue when control of the promised goods or services are 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, we generate 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. The annual fee charged to the college is billed in the first quarter of the year and the income is recognized over the entire year. The Company billed $0 in annual fees in January 2021 and recognized no revenue in annual fees during the three months ended March 31, 2021. Annual fees paid in advance of services performed are presented as contract liabilities. The Company recognized revenue of $0 and $1,698 from student and annual fees during the three months ended March 31, 2021 and 2020, respectively.

 

 

Leases

 

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

 

Operating lease ROU assets 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 uses an 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 unaudited condensed statements of operations. During the three months ended March 31, 2021 and 2020, the Company recorded $438 and $555, respectively, as operating lease expense which is included in general and administrative expenses on the condensed statements of operations. As of March 31, 2021 and December 31, 2020, the unamortized right-of-use assets resulting from the lease was $4,918 and $5,258, respectively, and the lease liabilities were $5,013 and 5,360, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company,” we are not required to provide the information required by Item 3.

 

ITEM 4.

CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) 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 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 quarter covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures 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 in our annual report 10-K.

 

Changes in Internal Controls over financial reporting

 

There has been no change in our internal control over financial reporting occurred during the quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

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 shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A.

RISK FACTORS

 

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on April 13, 2021.

 

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

ITEM 3.

Defaults Upon Senior Securities.

 

None.

 

ITEM 4.

Mine Safety Disclosures.

 

Not applicable.

 

ITEM 5.

Other Information.

 

None.

 

ITEM 6.

EXHIBITS.

 

EXHIBIT INDEX

 

Exhibit Number		Description
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*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

 

 

SIGNATURES

 

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.
Dated: May 14, 2021	By:	/s/ Don D. Roberts
		Don D. Roberts
		Chief Executive Officer
		(principal executive officer)
Dated: May 14, 2021	By:	/s/ Harold E. Hutchins
		Harold E. Hutchins
		Chief Financial Officer
		(principal financial and accounting officer)