10-K: Webstar Technology Group 2025 Annual Report

Webstar Technology Group reports a net loss of $1.33 million for 2025 as it pivots to real estate development.

Summary

• The company has transitioned from a software licensing business to a specialty real estate development firm.
• Reported a net loss of $1,331,390 for the fiscal year ended December 31, 2025, compared to a $4,499,968 loss in 2024.
• Total assets as of December 31, 2025, were $37,985,344, primarily consisting of land and project development expenses.
• Total liabilities reached $40,292,845, including a $33.7 million promissory note for the Forge Atlanta project that is currently in default.
• The company has no revenue from operations since inception.
• The financial statements are unaudited as the previous auditor did not complete the audit.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly distressed situation characterized by default on major debt, lack of revenue, and significant internal control weaknesses.

Positives

• Successfully secured a $223.7 million taxable revenue bond commitment from the Development Authority of Fulton County for the Forge Atlanta project.
• Acquired land assets for the Forge Atlanta project, a 10-acre mixed-use development in Atlanta.
• New management team installed in June 2024 to execute the real estate development strategy.

Negatives

• The company is in default on a $33.7 million Purchase Money Promissory Note as of April 1, 2026.
• The company has no revenue and an accumulated deficit of $48,867,619.
• The financial statements are unaudited due to the former auditor failing to complete the audit.
• The company has a working capital deficit of $1,622,583.
• Management identified material weaknesses in internal controls, including lack of segregation of duties and no functioning audit committee.

Risks

• Substantial doubt regarding the company's ability to continue as a going concern.
• High concentration of risk in the Forge Atlanta project; failure to develop this project would be catastrophic.
• Dependence on raising additional capital through debt or equity, which may result in significant dilution.
• The company is a penny stock, which limits liquidity and investor interest.
• Potential for foreclosure on the Forge Atlanta property due to default on the $33.7 million note.
• Reliance on a very small management team with no employment agreements for key executives.

Future Outlook

The company intends to focus on the development of the Forge Atlanta project and is actively seeking additional capital through public offerings or asset sales to fund operations and restructure debt. There is no assurance that these efforts will be successful.

Management Comments

• 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.
• The company is currently in discussions to restructure the terms of the defaulted $33.7 million note.

Industry Context

StockSavvy.ai notes that the company is attempting a high-risk pivot from a dormant software entity to a capital-intensive real estate developer. This strategy is highly dependent on securing massive external financing in a challenging interest rate environment, which is typical for speculative real estate ventures but carries extreme execution risk.

Comparison to Industry Standards

• Unlike established real estate developers (e.g., Simon Property Group, CBRE), the company lacks a track record, operational revenue, and sufficient capital.
• The reliance on high-interest debt and potential tokenization (via Torch, LLC) is unconventional for traditional real estate development.

Management Changes

Corporate Governance

Legal Proceedings

• None reported.

Related Party Transactions

• Acquisition of intellectual property from Thunder Energies Corporation (controlled by the new purchasers).
• Management Services Agreement with CEO Ricardo Haynes.
• Various promissory notes and advances from related parties and directors.

Stakeholder Impact

• Shareholders face significant dilution risk from potential future capital raises.
• Creditors face risk of non-payment due to the company's default and going concern status.

Next Steps

• Complete the audit of the 2025 financial statements and file a Form 10-K/A.
• Restructure the defaulted $33.7 million promissory note with McCall Railroad, LLC.
• Seek additional capital to fund operations and development.

Key Dates

Recommendation

The company is in default on a massive debt obligation, lacks revenue, has no audited financials, and faces substantial going concern risks. The speculative nature of the business pivot and the lack of institutional-grade governance make this an extremely high-risk investment.

Keywords

Webstar Technology Group, WBSR, Real Estate Development, Forge Atlanta, OTCQB, Commercial Real Estate, Mixed-use Development