NOTE 3 – RELATED PARTY TRANSACTIONS

Management Services Agreement

On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. This Agreement shall continue in effect until terminated by any party upon thirty (30) days’ written notice. The Company made no payments to Mr. Haynes during the year ended December 31, 2025. The cumulative amount accrued and unpaid at March 31, 2026 and December 31, 2025 related to Mr. Haynes was $311,500 and $250,000, respectively, and has been presented as due to related party on the accompanying balance sheets.

Asset Purchase Agreement

On October 1, 2024, the Company acquired all of the intellectual property of Bear Village, Inc. (“Bear Village”) in exchange for 201,057,278 from Thunder Energies Corporation (“TEC”)., an entity controlled by the Purchasers discussed in Note 1. Since the Company shares common ownership with TEC, the Company treated this transaction in accordance with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by TEC $0, resulting in the Company recognizing $20,106 as a reduction of additional paid-in capital for the par value of the common stock issued to the Purchasers in the transaction. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement.

Due from Related Party

During the three months ended March 31, 2026 and 2025, the Company received no working capital advances and made repayments of $38,700 and $26,220, 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 to related party of $132,326 and $107,126 at March 31, 2026 and December 31, 2025, respectively, and these advances have been presented as due to related party on the accompanying balance sheets.

Due to Stockholders

The Trust, controlled by Mr. James Owens, the founder, stockholder, and former chairman of the board of directors of the Company, advanced the Company money as needed for working capital needs. During the three months ended March 31, 2026 and 2025, the Trust loaned the Company for working capital needs of $0 and $2,110, paid expenses on behalf of the Company of $0 and $53,448, and had no repayments, respectively. These advances have no specific repayment terms and do not bear interest.

On June 3, 2024, the Board of Directors approved, and Mr. Owens agreed, to settle the agreement amount due to the Trust for working capital advances and consulting services totaling $359,240 with shares of common stock (see below for further details).

At March 31, 2026 and December 31, 2025, the balance remaining on the due to stockholder was $0 and $0, respectively, which has been reflected as due to stockholder on the accompanying condensed balance sheet.

Owens Settlement

On January 29, 2026, the Chapter 7 Trustee for the bankruptcy estate of James Raymond Owens entered into an Asset Purchase Agreement with TNRG Purchasing Group (“TNRG”) for the sale of (i) 1,000 shares of Series A Convertible Preferred Stock of Webstar Technology Group Inc. (representing approximately 75% of the Company’s voting power) and (ii) 1,750,000 shares of the Company’s common stock.

The purchasing group referenced as “TNRG” reflects a continuation of the group identified in the Company’s previously disclosed June 14, 2024 Stock Purchase Agreement and periodic filings prior to the Company’s delisting from the OTC markets. The beneficial purchasers of the acquired securities are Ricardo Haynes, Eric Collins, Lance Lehr, and Donald Keer, each of whom were previously disclosed members of the TNRG executive team and participants in the original transaction structure.

In connection with the Agreement, TNRG entered into a purchase agreement totaling $297,500 with the bankruptcy estate of Mr. James Owens by providing a deposit of $29,750, paid by the Company on behalf of the purchasing individuals as an administrative funding accommodation to facilitate the timely execution of the bankruptcy sale process. The remaining purchase price is the obligation of the purchasing individuals. The Company’s payment of the deposit does not represent an acquisition by the Company of its own securities. The Agreement purchases the 1,000 Series A preferred shares of the Company owned by Mr. Owens, which represents a significant amount of the voting rights of the Company, and a general release of the claims and any other claims that Mr. Owens and/or The Frank T. Perone Trust dated the 1st day of January, 2020 may have or could have asserted against the Company. Upon the approval of the Bankruptcy Court, the remaining balance due of $267,750 will be paid to the bankruptcy estate of Mr. James Owens. Should the balance of $267,750 not be paid as provided in the purchase agreement, the deposit shall be forfeited. In addition, should the balance of $267,750 be paid, the bankruptcy trustee will release the preferred WBSR shares to the WBSR directors.

Exchange Licensing Agreement

On February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology Group, Inc. (the “Company”), entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”). The Agreement establishes the framework under which Torch will provide blockchain-enabled exchange infrastructure and compliance technology services in connection with the potential tokenization of certain economic interests associated with the Forge Atlanta development project.

Under the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643 token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities. FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.

Convertible Note Payable

On June 3, 2022 (the “Issue Date”), the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable (the “Note”) in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The Note bears interest at the rate of eight percent (8%) per annum. The Note accrues interest from the Issue Date and is payable twenty-four months from the Issue Date. Mr. Owens may convert the Note and accrued interest at any time beginning three days after the Issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date to September 1, 2024, at which time, the Note became due on demand if not repaid. As of the date of this filing, the Note has not been repaid.

On June 3, 2024 the Board of Directors approved, and Mr. Owens agreed, to settle certain liabilities owed to the Trust with shares of common stock (see below for further details). Included in this settlement was $68,623 of accrued interest on the convertible note payable. The Note continues to be an obligation of the Company and will continue accruing interest at 8%.

During the three months ended March 31, 2026 and 2025, interest expense on the Note was $20,000 and $20,000, respectively.

At March 31, 2026 and December 31, 2025, $1,000,000 of the Note’s principal remains outstanding and accrued interest of $155,358 and $135,358, respectively. At March 31, 2026, the Note and accrued interest are due on demand.

On March 20, 2024, Mr. Owens transferred the Note to Cold Valley Storage, an unrelated third party.

Liabilities Settled with Shares of Common Stock

On June 3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $427,863 of outstanding liabilities due to the Trust for working capital advances, consulting services and accrued interest on the Note with 42,786,278 shares of common stock. The fair value of the stock was $4,449,773 on the settlement date based on the stock’s market price. Therefore, a loss on extinguishment of $4,021,910 was recognized, which has been presented on the accompanying statement of operations as other expense.

Liabilities Assumed by Related Party

On 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. The licenses have no net book value. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and agreed to make a cash payment of $22,869 which was applied against 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.