Monitor the October 1, 2026 maturity of the $33.7M Forge Atlanta promissory note — default risk remains high as the company has not made required payments. Any news on a Regulation A Tier II offering or asset sale will be critical for liquidity.
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Executive Summary
Webstar Technology Group filed Amendment No. 2 to its 10-K for FY2025 solely to add iXBRL tagging that was omitted from Amendment No. 1 due to an SEC EDGAR technical issue. The filing incorporates the previously disclosed restatements of the 2024 financial statements (a $18.7M derivative liability correction and a $4.0M reclassification of liabilities settled with stock) and a going-concern opinion from the new auditor. The company has no revenue, a $63.3M accumulated deficit, a $55.4M working capital deficit, and is in default on a $33.7M promissory note for the Forge Atlanta project, with the note now extended to October 1, 2026.
Key Facts
- No revenue for FY2025 or FY2024; net loss of $1.45M in FY2025 and $19.15M in FY2024 (restated).
- Accumulated deficit of $63.34M and working capital deficit of $55.39M as of Dec 31, 2025.
- Auditor's going-concern opinion; only $4,271 cash on hand.
- Derivative liability of $15.8M; $33.7M purchase money promissory note for Forge Atlanta in default, extended to Oct 1, 2026.
- Restated FY2024 financials: recorded $18.68M derivative liability and reclassified $4.02M liabilities settled with stock to APIC.
- New auditor (Victor Mokuolu, CPA PLLC engaged in 2026; prior auditor (Pipara & Co) did not complete FY2025 audit.
- Material weaknesses in internal controls; remediation planned through 2027.
- NT 10-Q filed 66 days ago for delayed quarterly report; filing confirms ongoing financial distress.
Financial Impact
No revenue; $63.3M accumulated deficit; $55.4M working capital deficit; $33.7M promissory note in default; $15.8M derivative liability; $33.7M land acquisition debt; $3M related-party promissory note.
Risk Factors
- Foreclosure risk on $33.7M promissory note for Forge Atlanta; note in default and grace period extended.
- Securities fraud class action risk from restatement of FY2024 financials.
- Potential delisting or SEC investigation from late filings and accounting restatements.
- Dilution risk from convertible notes ($1M+ related party, $191K short-term) and potential equity offering.
- Going concern risk: only $4,271 cash, no revenue, $55.4M working capital deficit.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001493152-26-047641 |
| Exhibit: ex19-1.htm | 0001493152-26-047641 |
| Exhibit: ex31-1.htm | 0001493152-26-047641 |
| Exhibit: ex32-1.htm | 0001493152-26-047641 |
| Document: 0001493152-26-047641-index-headers.html | 0001493152-26-047641 |
| Document: 0001493152-26-047641-index.html | 0001493152-26-047641 |
| Document: 0001493152-26-047641.txt | 0001493152-26-047641 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | 10-K/A | $0.0100 $0.0100 | · 0.00% | ▲ +0.53% | $0.010000 (+0.00%) |
Oct 15, 2026 11d ago | 10-K/A | $0.0100 $0.0100 | · 0.00% | ▲ +0.42% | $0.010000 (+0.00%) |
Apr 17, 2026 27w ago | 8-K | $0.0695 $0.0700 | ▼ −0.72% | ▼ −0.91% | $0.010000 (+85.61%) |
US Market Status
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