false FY 0001645155

 2023-06-30

 2024-03-29

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 WBSR:MrOwensMember

 WBSR:ConvertibleNoteMember

 WBSR:ConvertibleNoteMember

 WBSR:MrMichaelHendricksonMember

 WBSR:MrOwensMember

 WBSR:MrOwensMember

 2020-02-21

 WBSR:MrHutchinsMember

 WBSR:MrHutchinsMember

 WBSR:LicenseAgreementMember
 WBSR:WARPGSoftwareSolutionMember

 2020-04-20
 2020-04-21

 WBSR:LicenseAgreementMember
 WBSR:SoftTechsGigabyteSlayerAndWARPGSoftwareSolutionMember

 2020-04-20
 2020-04-21

 us-gaap: SeriesAPreferredStockMember

 2020-03-16
 2020-03-16

 us-gaap: SeriesAPreferredStockMember

 2017-12-31

 srt: MinimumMember

 srt: MaximumMember

 2020-02-20
 2020-02-21

 WBSR:DonDRobertsMember

 2020-02-20
 2020-02-21

 WBSR:HaroldEHutchinsMember

 2020-02-20
 2020-02-21

 us-gaap: SubsequentEventMember

 2024-01-01
 2024-03-29

 WBSR:Days

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ___________ to ___________

 (Name
 of Registrant As Specified In Its Charter)

 Wyoming

 000-56268

 37-1780261

 (State
 or other jurisdiction

 of
 incorporation)

 (Commission

 File
 Number)

 (IRS
 Employer

 Identification
 No.)

 112 th Ave NE #300

 Bellevue,
 WA

 98004

 (Address
 of principal executive offices)

 (Zip
 Code)

 (904) 312-9681

 (Registrant's
telephone number, including area code)

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

registered pursuant to Section 12(g) of the Exchange Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

 Smaller
 reporting company

 Emerging
 growth company

 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.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was
$ 10,680,450.

 As
of March 29, 2024, there were 158,271,000 shares of common stock, par value $0.0001 per share and 1,000 shares of Series A Preferred
Stock, $0.0001 par value per share of the registrant outstanding.

 TABLE
OF CONTENTS

 Item
 Number and Caption

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K 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 Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial
results, and any other statements that are not historical facts.

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

 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.

 ii

 PART
I

 ITEM
1. BUSINESS.

 The
Company

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. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020. In 2022, the Company took a three-pronged
approach to commercialize its business: 1) sub-license the Gigabyte Slayer and WARP-G software; 2) acquire rights to additional technology;
3) sell the right to sublicense the software.

 Our
principal office is located at 330 112th Ave NE #300, Bellevue, WA 98004. Our corporate website address is www.webstartechnologygroup.com.
Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report.

 Our
Products, Services and Plan of Operation

 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.

 Plan
of Operation

 Management
has decided that the fastest way to get the Company's technologies to market is to not bear the burden ourselves. Numerous third
parties already have the requisite infrastructure in place and there is no need for the Company to re-build those elements. Additionally,
the third parties we seek to align ourselves with, are better positioned to handle the retail, business and governmental marketing sectors
worldwide. They will be experienced, globally well-known entities with everything already in place for a quick launch/utilization of
the Company's technology.

 There
are three main paths that the Company is pursuing: 1) licensing the technology to third parties; 2) selling the technology via permanent
license to a third-party; 3) acquisition of the Company by a third party via a change of control of the Company; all of which would generate
up-front and residual revenues for the Company.

 Our
Competitive Strengths

 We
plan to be an innovative technology company, which will develop brands, products, and services with competitive advantages and value
for the public and industry alike. This will include:

 a)

 Our
 technology – our brands, products, and services – which we believe will be innovative, disruptive and unique.

 b)

 Positioning
 of our brands, products, and services with varying sales strategies specific to the differing markets. These offerings include: (1)
 Data Encryption (security), (2) Data Compression (Bandwidth) and (3) Data Delivery (Speed).

 c)

 Executive
 corporate leadership who understand the global opportunities and implications our brands, products, and services provide. Leadership
 that can position those offerings as innovative solutions which enable corporate growth and longevity, and position us for future
 growth.

 d)

 Experienced
 marketing, design, and product support to bring our offerings to market in a powerful way.

 e)

 Executives
 and employees with a unique blend of skills and successful track record operating and managing Software-as-a-Service (SaaS) across
 industry sectors.

 f)

 Our
 knowledge and experience in creating, managing and implementing complex software products and services focused on industry-disruptive
 global solutions, with the highest degree of consistent, secure application use.

 Market
Opportunity

 We
have identified significant, targeted opportunities to market and sell our products and services. Our plans include providing licensing
agreements with Fortune 100 technology and telecommunications companies as well as through e-commerce channels, colleges and universities
and other educational and certification entities. In addition, we will leverage our go-to-market strategy and sales & marketing best-practices
in conjunction with the intellectual property license from Soft Tech. Our leadership and personnel have experience marketing, selling
and supporting software solutions which we plan to provide our customers.

 a)

 Data
 Compression Software. Based on our continuing work with multiple large cellular companies, we are not aware of any data compression
 products or services that can increase data throughput at rates on mobile devices similar to the rates achievable with the proprietary
 Gigabyte Slayer software.

 b)

 Data
 Efficiency and Faster Transmission Enterprise Software. Based on our current experience with large cellular companies, we are not
 aware of any product or services that can allow data to be transmitted, uploaded and downloaded, at speeds similar to the rates achievable
 with the proprietary WARP-G software.

 c)

 Pioneer
 of Data Delivery Innovation. Given the substantial expansion of the mobile device market and the increasing global demand for data
 access on the cable and telecommunications companies, we believe the licensed Gigabyte Slayer and WARP-G software solutions will
 become disruptive technologies capable of reducing the constraints of data delivery and data commerce facing the public, these companies
 and the industry as a whole.

 d)

 Game-Changing
 Apps. Mobile device and smart device users' demand for more data and a continually expanding user base will continue to pressure
 data network providers. The Gigabyte Slayer software is expected to not only meet ever-increasing consumer and corporate demand for
 more data access with less buffering, it is expected to reduce pressure on overburdened provider networks. In addition, the Gigabyte
 Slayer software will function on mobile devices independent from support of mobile device manufacturers.

 e)

 Effective
 Go-To-Market Strategies. We plan to implement go-to-market strategies, led by our experienced executive team, utilizing corporate
 strategies and best-practices to produce expected profitable revenue channels in the retail B2C markets through e-commerce solutions,
 as well as B2B and B2ED revenue channels via global strategic partnerships and licensing agreements we plan to pursue.

 f)

 Global
 marketplace issues to be addressed by our Software solutions: (1) Cyber-security - Protecting information, identity and data for
 both individuals as well as businesses is a huge global issue, (2) Lost connections, buffering delays, bandwidth limitations. Slow
 downloads/uploads costs time, money, and builds frustration with digital and mobile users, (3) Rising costs of data dig deep into
 corporate margins, (4) Data plan limitations in storage and speed limit individuals' mobile usage capabilities, (5) Rising
 costs of personal and family data plans, (6) Impending "Utilization" of data by cable companies will significantly increase
 costs.

 Growth
Strategy

 Our
primary financing need is focused on funding the licensing arrangements for the proprietary software products and services we acquired
and plan to acquire, providing the proper support for such products, building our core of experienced and capable leadership team, and
developing our corporate branding and go-to-market strategy.

 Our
core objective is to build the Webstar brand as a premier provider of Software as a Service (SaaS) in the Software Technology industry
with the ability to enhance any and all industries by specializing in the optimization of data delivery through our propriety data compression,
security solutions, artificial intelligence, and virtual online learning services.

 Our
primary means of building our brand is expected to be accomplished by consistently providing proprietary, disruptive products that possess
mass-market appeal and fulfill significant market demand. Our goals include developing global partnerships with leading companies; delivering
high quality, value-added services to our business partners and customers; and leveraging opportunities to align with complimentary cutting-edge
technologies. In addition, we will have ongoing marketing efforts that reinforce the Webstar brand, its key market positions, and its
core value propositions. We have developed effective business strategies to achieve these objectives.

 As
an emerging growth company, in addition to our current software license, we plan to secure the exclusive right to market, sell, and license
all apps, software, products, and services developed by Soft Tech. While initial efforts focus primarily on marketing, selling and licensing
the Gigabyte Slayer and Warp-G software, in the future we may also acquire similar rights to apps, software, and products compatible
with our mission created by companies other than Soft Tech.

 We
believe the software applications we have licensed will be viewed as revolutionary technologies, which will embrace disruptive paradigm
shifts in the cable and data delivery business markets, and will fulfill significant worldwide demand. We expect both retail and commercial
demand for our products and services will be high due to the significant growth of and demand for mobile devices, smart devices (such
as smart TVs), and other data delivery devices as an integral part of business operations and infrastructure as well as a vital, growing
part of everyday life. The software we have licensed and acquired and the services we currently offer and plan to offer have been developed
with this in mind and will position us to provide key solutions to increase data access and reduce costs for data network providers as
well as their customers. We believe that our plan to be first-to-market and by establishing disruptive best-in-class products and services
will lead to high-market demand— enabling us to become, and remain, a leader in the industry.

 Our
plan for growth includes:

 Pursuit
 and development of organic growth through the expansion of our planned products and services as well as through strategic partnerships
 and potential acquisitions.

 Commitment
 to hiring best-in-class executive management, technical support professionals, customer service experts and consultants.

 Expansion
 of the data compression product, Gigabyte Slayer to the public, eventually into global markets through individual user sales and
 corporate business licensing contracts.

 Expansion
 of the enterprise solution, WARP-G technology into all industries across global markets through corporate business licensing contracts.

 Implementation
 and management of state-of-the-art network data centers for effective and efficient technology operations and customer support.

 Negotiation
 of international licensing and partnerships for data delivery technology and virtual platform solutions with key strategic global
 corporations and institutions.

 Global
Paradigm Shift: The "Utilization" of Data – We believe that Webstar is uniquely positioned to pioneer innovative and
effective data delivery software solutions to the cable industry as it encounters a significant paradigm shift towards the "utilization"
of data. As cable companies continue to lose market share of their cable TV business to direct TV services and streaming video companies,
the core of their business will increasingly focus on charging customers for usage of the data running through the pipelines they control,
similar to how electric and water companies meter and charge customers for monthly usage. We believe that it is inevitable that cable
companies may charge customers for data usage as a monthly utility charge as the cost of data transmission increases.

 We
 expect demand for our services to increase and revenues and profits to grow accordingly from corporate and academic institution licensing
 and retail sales, as well as international sales.

 We
 believe the development of future products and services that complement and expand our planned portfolio of offerings will grow revenue
 and profits.

 We
 plan to enter into an exclusive agreement with Soft Tech to create and develop additional disruptive software and technologies in
 the data delivery, artificial intelligence, and virtual online learning industry sectors.

 Competition

 Our
competitive landscape includes a variety of software products and service businesses offering telecommunications and data delivery as
well as technology business consulting services. The market for these products and services is highly competitive. It is also highly
fragmented, with many providers and no single competitor maintaining a clear market leadership position. Our competition will vary by
location, type of service provided, and the type of customers to whom services are provided. Our competitors will include: (i) large
national or international technology service firms; (ii) regional specialty firms; (iii) software/hardware vendors and resellers; (iv)
other software solution developers and providers and (v) internal staff of our customers and potential customers, among others. These
companies may already have an established market in our industry. Most of these companies have significantly greater financial and other
resources than us and have been developing their products and services longer than we have been developing ours. Additionally, there
are not significant barriers to entry in our industry and new companies may be created that will compete with us as well as other, more
established companies who do not now directly compete with us, may choose to enter our markets and become new competitors.

 Research
and Development

 We
plan to rely on our related-party relationship with Soft Tech for product development and software engineering and consulting services
for the maintenance, development and support of the Gigabyte Slayer and WARP-G software solutions. Based on the availability of our working
capital, we intend to commit significant resources to product research and development to ensure that we can offer a viable and marketable
virtual classroom access platform, data compression software application as well as other software applications expected to be released.
To date the Company has not incurred research and development expenses.

 Intellectual
Property

 We
rely on a combination of copyright, patent, trademark and trade secret laws in the United States, as well as confidentiality agreements
and other contractual arrangements, to establish and protect our proprietary and intellectual property rights.

 The
Company is seeking to register the following trademarks "Gigabyte Slayer", "Warp-G", and "Warp-G Mobile"
with the United States Patent and Trademark Office (the "USPTO").

 The
trademark for "Gigabyte Slayer" has been filed with the USPTO and is currently under examination and has not yet been issued
as of the date of this report and appears as follows:

 The
trademark for "Warp-G" has been filed with the USPTO and is currently under examination and has not yet been issued as of
the date of this report and appears as follows:

 The
trademark for "Warp-G Mobile" has been filed with the USPTO, and is currently under examination and has not yet been issued
as of the date of this report and appears as follows:

Networks Corporation has filed a trademark application with the USPTO for "Webstar eCampus". Webstar Technology Group, Inc.
purchased the eCampus software from Webstar Networks and as of the date of filing this report, Webstar Networks has not transferred the
eCampus trademark to the Company, but plans to do so. The trademark has not yet been issued as of the date of this report and has been
published for opposition at this time and appears as follows:

 We
consider the protection of our trademarks to be important to our business.

 We
also have copyright protection for the content on our website www.webstarecampus.com. Information contained on, or accessible
through, our website is not a part of, and is not incorporated by reference into, this report.

 Government
Regulation

 We
are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet, many
of which are still evolving and could be interpreted in ways that could harm our business. In the United States and internationally,
laws relating to the liability of providers of online services for activities of their users and other third parties are currently being
tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark
infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by
users. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their
users and other third parties could harm our business.

 In
the area of information security and data protection, many states have passed laws requiring notification to users when there is a security
breach for personal data, such as the 2002 amendment to California's Information Practices Act, or requiring the adoption of minimum
information security standards that are often vaguely defined and difficult to implement. The costs of compliance with these laws may
increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject
us to significant liabilities.

 We
are also subject to federal, state and foreign laws regarding privacy and protection of our users' personal information and related
data. We will post our Terms of Service and Privacy Policy on our website where we set forth our practices concerning the use, transmission
and disclosure of customer data. Our failure to comply with our posted privacy policy or privacy related laws and regulations could result
in proceedings against us by governmental authorities or others, which could damage our reputation and business. In addition, the interpretation
of data protection laws and their application to the Internet is evolving and not settled. There is a risk that these laws may be interpreted
and applied in an inconsistent manner by various states, countries and areas of the world where our users are located, and in a manner
that is not consistent with our current data protection practices. Complying with these varying national and international requirements
could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our users'
privacy and data could result in a loss of confidence in our services and ultimately in a loss of users, which could adversely impact
our business.

 Employees

 As
of the date of this report we have two full-time employees and one contractor. We currently rely on our President and Chief Executive
Officer ("CEO"), Don D. Roberts and our Chief Technology Officer ("CTO"), James Owens to manage all aspects of
our business. Our former Chief Financial Officer ("CFO") Harold E. Hutchins submitted his resignation effective March 4,
2024. We are currently utilizing an external consultant on a contract basis to fulfill the responsibilities of the CFO.

 Our
executive officers are engaged by the company under employment agreements and provide services on an as needed basis as agreed to between
us and the executive. The salaries of the CEO and CTO are not currently being paid but are being accrued. In June 2022, the annual salary
of our CTO was reduced to $1. Prior to the CFO resigning, the CFO's salary was partially being paid in cash and the rest accrued.
Upon the Company having secured sufficient funds to support its continued business operations, all executive officers of the Company
will be obligated to devote their full working time and attention to the business and affairs of the Company for the remaining term of
their employment agreements. We intend to hire additional employees on an as-needed basis as our business expands.

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

 Properties

 Our
principal offices are located at 330 112th Ave NE #300, Bellevue, WA 98004. Our telephone number is 1.888.405.7860. These offices are
leased by Mr. Ownes and provided to the Company free of charge until such time as sufficient funds have been raised to support the business
operations. At that time, a lease arrangement will be made.

 Emerging
Growth Company and Smaller Reporting Company Status

 Emerging
Growth Company

 We
are an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We intend to take advantage of all these exemptions.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay
compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take
advantage of the benefits of this extended transition period.

 We
could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity
offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more
than $1.0 billion in non-convertible debt in any three-year period or if we become a "large accelerated filer" as defined
in Rule 12b-2 under the Exchange Act.

 Smaller
Reporting Company

 We
also qualify as a "smaller reporting company" under Rule 12b-2 of the Exchange Act, which is defined as a company with a
public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer
an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those
of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

 ITEM
1A. RISK FACTORS

 Investment
in our common stock involves a number of substantial risks. You should not invest in our stock unless you are able to bear the complete
loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this Annual Report on Form 10-K,
the following factors should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any
of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline
and investors could lose all or a part of the money paid to buy our common stock.

 Risks
Related to our Company and our Planned Business Operations

 Our
having generated minimal revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions
based on those estimates of our future performance.

 Since
our inception on March 10, 2015 through December 31, 2023 we have generated minimal revenues and incurred cumulative losses of $43,137,416.
As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Furthermore, with
any business, there is a substantial risk that the business will fail. The majority of new businesses fail due to many factors, including,
but not limited to, lack of capital, failure to successfully integrate a new management team, unexpected delays, more intense competition,
and many of the other risk factors discussed below. Investors in our company should only invest if they are able to bear the loss of
their entire investment.

 Our
independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a "going concern."

 Our
auditors have indicated that our lack of revenues, historical operating losses, cash used in operations, negative working capital and
accumulated deficit raise substantial doubt about our ability to continue as a going concern. The financial statements do not include
adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing,
we may be required to cease or curtail our operations.

 We
may have difficulty in procuring the additional financing required to operate and develop our current and planned businesses.

 We
will be totally dependent on our ability to obtain additional borrowing or raise additional capital to enable us to operate our current
and planned businesses. We will require significant amounts of cash, and will be required to seek additional capital, whether from sales
of debt or equity securities or borrowing additional money, for the future development and growth of our business. However, there can
be no assurance that we'll be able to raise or borrow additional funds. The terms and/or availability of additional capital are
unreliable. If we are not successful in obtaining adequate capital, we may not be able to generate future revenues from our operation
of the eCampus website and the licensing of the Gigabyte Slayer and WARP-G software.

 Expenses
required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price
and adversely affect our results of operations, cash flow and financial condition.

 Operating
as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance
from legal, accounting, investor relations, or other professionals that could be costlier than planned. We may also be required to hire
additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately
$500,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect
our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements,
we may lose our qualification to trade on the OTCQB market and our securities would no longer trade on the OTCQB. Further, if we fail
to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company
that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly
available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

 Inability
of Our Officers and Directors to devote sufficient time to the operation of the business may limit our success.

 None
of our officers and directors devote all of their time to our business but intend to do so once we obtain sufficient working capital
to pursue our plan of operation. However, there can be no assurance that we'll be able to obtain sufficient working capital.
All our executive officers are engaged by the company under employment agreements and provide services on an as needed basis as
agreed to between us and the executive. The salaries of the CEO and CTO are not currently being paid but are being accrued. Prior to
the CFO resigning, effective March 4, 2024, the CFO's salary was being partially paid in cash and the remaining portion
accrued. If business develops faster than anticipated, the officers and directors will have to retain additional personnel to ensure
that it continues as a going concern.

 We
need to retain key personnel to support our products and ongoing operations.

 The
development and marketing of our products will continue to place a significant strain on our limited personnel, management, and resources.
Our future success depends upon the continued services of our executive officers and key employees and contractors who have critical
industry experience and relationships that we rely on to implement our business plan. The loss of the services of any of our officers
or directors would negatively impact our ability to sell our products, which could adversely affect our financial results and impair
our growth.

 We
depend heavily on key personnel, and turnover of key senior management could harm our business.

 Our
future business and results of operations depend in significant part upon the continued contributions of our President and Chief Executive
Officer, Don D. Roberts. If we lose his services or if he fails to perform in his current position, or if we are not able to attract
and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly
deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of certain key
employees in managing the planned product acquisitions, marketing and sales aspects of our business, any part of which could be harmed
by turnover in the future.

 Risks
related to our products and services.

 If
we cannot produce or acquire software that meets price and performance criteria, the business will fail.

 The
on-line educational services and data compression IT software services market is very competitive. Customers require specific functional
and technical requirements as well as competitive prices for the services and software. Each customer has different functional and technical
requirements and we cannot guarantee that the services and software we plan to offer will meet each customer's requirements. If
we cannot manage services and software that meets the customer requirements or the services and software is not competitively priced,
the business will fail.

 Our
planned services and products may be vulnerable to software errors and bugs.

 The
services and software products we plan to acquire, further develop and commercialize are highly complex and sophisticated and could from
time to time contain design defects or software errors that could be difficult to detect and correct. Errors, bugs or viruses may result
in loss of or delay in market acceptance, a failure in a client's system or loss or corruption of client data. Although we have
not experienced material adverse effects resulting from any defects or errors in the services and software we plan to acquire, there
can be no assurance that, despite representations and warranties we plan to obtain prior to acquiring these assets, errors will not be
found in new products, which errors could have a material adverse effect upon our business, financial condition and results of operations.

 Our
industry is subject to rapid technological changes.

 The
market for the products and services we plan to offer is characterized by rapidly changing technology, evolving industry standards and
new product introductions and enhancements that may render existing products obsolete. As a result, the market position we expect to
enter into could erode rapidly due to unforeseen changes in the features and functionality of competing products. Our future success
will depend in part upon our ability to enhance our existing products and services and to develop and introduce new products and services
to meet changing client requirements. The process of developing products and services such as those we plan of acquire, develop and commercialize
is extremely complex and is expected to become increasingly complex and expensive in the future with the introduction of new platforms
and technologies. There can be no assurance that we will successfully complete the development of new products in a timely fashion or
that our current or future products will satisfy the needs of our target market.

 Unproven
acceptance of our products and services exposes investors to risk.

 The
Gigabyte Slayer software we have licensed has been laboratory-tested and will be introduced in a substantially enhanced form and the
Webstar eCampus services that we purchased has been beta tested. Our success will depend largely upon the success of these and future
products and services and enhancements. Failure of these products and services or enhancements to achieve significant market acceptance
and usage would materially adversely affect our planned business, future results of operations and financial condition. If we were unable
to successfully market our products and services, develop new products and services and enhance such products and services or complete
products and services we plan to purchase and license, or if such new products and services or enhancements do not achieve market acceptance,
our planned business, future results of operations and financial condition would be materially adversely affected.

 Our
sales cycles have the potential to be long and unpredictable, and our sales efforts may require considerable time and expense.

 We
plan to market our services and software to large organizations and consumer product companies. Sales efforts to these customers are
expected to be complex and involve educating customers about the use and benefits of the services and software we plan to market, including
their value and technical capabilities. Potential customers are expected to undertake a significant evaluation process that can result
in a lengthy sales cycle, in some cases over 12 months. We may spend substantial time, effort and money in our sales efforts without
any assurance that our efforts will generate long-term relationships. In addition, customer sales decisions are frequently influenced
by budget constraints, multiple approvals, and unplanned administrative, processing and other delays. If sales expected from a specific
customer are not realized, our revenue and, thus, our future operating results could be adversely impacted.

 If
we are unable to enhance our software or to develop or acquire new software to address changing consumer demand or management business
requirements, we may not be able to attract or retain customers.

 Our
ability to attract customers will depend in large part on our ability to anticipate the changing needs of the industries we serve, to
enhance the software that we license or acquire and to introduce new software that meet customer needs. Any new software may not be introduced
in a timely or cost-effective manner and may not achieve market acceptance, meet customer expectations, or generate revenue sufficient
to recoup the cost of development or license or acquisition cost of such software. If we are unable to successfully develop, license
or acquire new software, we may not be able to attract or retain customers.

 If
our security measures are breached and unauthorized access is obtained to our customers' data, our operations may be perceived
as not being secure, customers may curtail or stop using our software and we may incur significant liabilities.

 Our
operations are expected to involve the storage and transmission of our customers' confidential information, and security breaches
could expose us to a risk of loss of this information, litigation and possible liability. If our security measures are breached as a
result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to our
customers' data, our reputation will be damaged, our business may suffer and we could incur significant liability. Because techniques
used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a
target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach
of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose potential
sales and existing customers.

 If
our efforts to build strong brand identity, and improve subscriber satisfaction and loyalty are not successful, we may not be able to
attract or retain subscribers, and our operating results will be affected adversely.

 The
branding associated with the Gigabyte Slayer software and the Webstar eCampus software solutions is not widely recognized, and we must
build strong brand identity. To succeed, we must attract and retain a large customer base that is in need of our services and software.
We may be required to incur significantly higher advertising and promotional expenditures than we currently anticipate in order to attract
customers and subscribers. We believe that the importance of brand loyalty will increase over time. If our branding efforts are not successful,
our operating results and our ability to attract and retain subscribers will be affected adversely.

 A
failure in our computer network or information systems could severely impact our ability to serve our clients.

 The
performance and reliability of computer networks and system applications will be critical to our reputation and ability to attract and
retain clients. System errors and/or failures could adversely impact our delivery of content to our clients. There is no assurance that
we would be able to enhance/expand our computer networks and system applications to meet increased demand and future information requirements.

 Risks
related to intellectual property and government regulation.

 Assertions
by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and
substantially harm our business and operating results.

 Internet,
technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation or other violations
of intellectual property rights. Some internet, technology and media companies, including some of our competitors, own large numbers
of patents, copyrights, trademarks and trade secrets, which they may use to assert claims against us. Third parties may in the future
assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, and as we face increasing competition,
the possibility of intellectual property rights claims against us grows. Such litigation may involve patent holding companies or other
adverse patent owners who have no relevant product revenue, and, therefore, since we do not have any patents, we may have little or no
deterrence to these patent owners in bringing intellectual property rights claims against us. We cannot assure you that we are not infringing
or violating any third-party intellectual property rights.

 We
cannot predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising
from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement
or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in our favor, we may
be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute
may require us to pay damages, potentially including treble damages and attorneys' fees, if we are found to have willfully infringed
a party's intellectual property; cease making, licensing or using solutions that are alleged to infringe or misappropriate the
intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable
royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; and to indemnify our
partners and other third parties. Royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to
us, or at all, and may require significant royalty payments and other expenditures. Any of these events could seriously harm our business,
operating results and financial condition. In addition, any lawsuits regarding intellectual property rights, regardless of their success,
could be expensive to resolve and would divert the time and attention of our management and technical personnel.

 Some
of our services and technologies may use "open source" software, which may restrict how we use or distribute our service
or require that we release the source code of certain services subject to those licenses.

 Some
of our services and technologies may incorporate software licensed under so-called "open source" licenses, including,
but not limited to, the GNU General Public License and the GNU Lesser General Public License. Such open source licenses typically require
that source code subject to the license be made available to the public and that any modifications or derivative works to open source
software continue to be licensed under open source licenses. Few courts have interpreted open source licenses, and the manner in which
these licenses may be interpreted and enforced is therefore subject to some uncertainty. In the event that portions of our proprietary
technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of
our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each
of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results
of operations and prospects.

 Our
results of operations may be adversely affected if we are subject to a protracted infringement claim or one that results in a significant
damage award.

 We
may receive claims that our products or business infringe or misappropriate the intellectual property of third parties. Our competitors
or other third parties may challenge the validity or scope of our intellectual property rights. We believe that we will be increasingly
subject to claims of infringement as the functionality of products and software we plan to acquire overlaps with the competitors we will
compete with. A claim may also be made relating to technology that we acquire or license from third parties. If we were subject to a
claim of infringement, regardless of the merit of the claim or our defenses, the claim could:

 require
 costly litigation to resolve;

 absorb
 significant management time;

 cause
 us to enter into unfavorable royalty or license agreements;

 require
 us to discontinue the sale of our products;

 require
 us to indemnify our customers or third-party systems integrators; or

 require
 us to expend additional development resources to redesign our products.

 We
may also be required to indemnify our customers and third-party systems integrators for third-party products that are incorporated into
our products and that infringe the intellectual property rights of others. Although many of these third parties are obligated to indemnify
us if their products infringe the rights of others, this indemnification may not be adequate.

 In
addition, there could be claims challenging the ownership of open source software against companies that incorporate open source software
into their products. Neither the Warp G software, the Gigabyte Slayer software nor the Webstar eCampus software use open source software
in their products but we may use more open source software in the future. As a result, we could be subject to suits by parties claiming
ownership of what we believe to be open source software. Any of this litigation could be costly for us to defend, have a negative effect
on our results of operations and financial condition or require us to devote additional research and development resources to change
our products.

 Government
regulation of the products and services we plan to acquire and commercialize could cause us to incur significant compliance expenses
or face legal action, which could make our business less efficient or even impossible.

 The
impact of existing laws and regulations potentially applicable to our products and services, including regulations relating to issues
such as privacy, telecommunications, defamation, pricing, advertising, taxation, consumer protection, content regulation, quality of
products and services and intellectual property ownership and infringement, can be unclear. It is possible that U.S., state, and local
governments might attempt to regulate our products and services or prosecute us for violations of their laws. In addition, these laws
may be modified and new laws may be enacted in the future, which could increase the costs of regulatory compliance for us or force us
to change our business practices. Any existing or new legislation applicable to us could expose us to substantial liability, including
significant expenses necessary to comply with such laws and regulations, and dampen the growth in use of the products and services we
plan to commercialize.

 Government
regulations relating to the Internet could increase our cost of doing business and affect our ability to grow.

 The
use of the Internet and other online services has led to and may lead to further adoption of new laws and regulatory practices in the
U.S. or foreign countries and to new interpretations of existing laws and regulations. These new laws and interpretations may relate
to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, allocation
and apportionment of income amongst various state, local and foreign jurisdictions, fair business practices and the requirement that
online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have
no physical location or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase
our costs and materially and adversely affect our enrollments, which could have a material adverse effect on our business, financial
condition, results of operations and cash flows.

 Risks
related to our common stock

 An
active trading market for our common stock may not develop and you may not be able to resell your shares.

 There
has been a limited public market for shares of our common stock. In the absence of an active trading market for our common stock, investors
may not be able to sell their common stock at or above the purchase price or at the time that they would like to sell or at all. Our
stock is currently trading on the OTCQB tier of the OTC Markets Group, Inc. We do not know the extent to which investor interest will
lead to the development and maintenance of an active trading market for our common stock. A limited trading volume will adversely impact
your ability to sell our shares.

 The
OTCQB, as with other public markets, has from time to time experienced significant price and volume fluctuations. As a result, the market
price of shares of our common stock may be similarly volatile, and holders of shares of our common stock may from time to time experience
a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of shares
of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this "Risk
Factors" section of this report. No assurance can be given that the market price of shares of our common stock will not fluctuate
or decline significantly in the future or that common stockholders will be able to sell their shares when desired on favorable terms,
or at all.

 Our
Common Stock price is likely to be highly volatile because of several factors, including a limited public float.

 We
anticipate that the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares
of our common stock following periods of volatility because of the market's adverse reaction to volatility.

 Other
factors that could cause such volatility may include, among other things:

 actual
 or anticipated fluctuations in our operating results;

 the
 absence of securities analysts covering us and distributing research and recommendations about us;

 we
 may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

 overall
 stock market fluctuations;

 announcements
 concerning our business or those of our competitors;

 actual
 or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

 conditions
 or trends in the industry;

 litigation;

 changes
 in market valuations of other similar companies;

 future
 sales of common stock;

 departure
 of key personnel or failure to hire key personnel; and

 general
 market conditions.

 Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless
of our actual operating performance.

 Because
our officers and board of directors will make all management decisions, you should only purchase our securities if you are comfortable
entrusting our directors to make all decisions.

 Our
board of directors will have the sole right to make all decisions with respect to our management. Investors will not have an opportunity
to evaluate the specific projects that will be financed with future operating income. You should not purchase our securities unless you
are willing to entrust all aspects of our management to our officers and directors.

 We
need to raise additional capital. If we are unable to raise necessary additional capital, our business may fail, or our operating results
and our stock price may be materially adversely affected.

 Because
our operations have not generated sufficient revenues to sustain them, we will need to secure adequate funding to further develop the
eCampus website which may include integration with the Gigabyte Slayer and WARP-G software solutions and planned licensing of these software
applications on a standalone basis. Selling additional stock, either privately or publicly, would dilute the equity interests of our
stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating
flexibility. If we are unable to obtain adequate financing, we may have to curtail our operations and our business would fail.

 Our
issuance of additional common stock in exchange for the purchase of assets, services or to repay debt would dilute your proportionate
ownership and voting rights and could have a negative impact on the market price of our Common Stock.

 It
is possible that we may issue additional shares of common stock in exchange for debt or for cash under circumstances we may deem appropriate
at the time. Any such new issuances may cause a decrease in the quoted price of our common stock.

 Our
common stock is a "penny stock" under SEC rules. It may be more difficult to resell securities classified as "penny
stock."

 Our
common stock is a "penny stock" under applicable SEC rules (generally defined as non-exchange traded stock with a per-share
price below $5.00). Unless we maintain a per-share price above $5.00, these rules impose additional sales practice requirements on broker-dealers
that recommend the purchase or sale of penny stocks to persons other than those who qualify as "established customers" or
"accredited investors." For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments
in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized
risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and
its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer's
account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's
written agreement to the transaction.

 Legal
 remedies available to an investor in "penny stocks" may include the following:

 If
 a "penny stock" is sold to the investor in violation of the requirements listed above, or other federal or states securities
 laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 If
 a "penny stock" is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
 that committed the fraud for damages.

 However,
investors who have signed arbitration agreements may have to pursue their claims through arbitration. These requirements may have the
effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock
rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions
in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability
of broker-dealers to sell our Common Stock and may affect your ability to resell our Common Stock.

 Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited
liquidity. We can give no assurance that our Common Stock will not remain classified as a "penny stock" in the future.

 Common
stock eligible for future sale may adversely affect the market.

 From
time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general,
pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement.
Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information,
and notice requirements. There are 158,271,000 shares of our common stock outstanding as of the date of this report. 85,466,340 of these
shares are tradable without restriction. Given the lack of a trading history of our common stock, resale of even a small number of shares
of our common stock may adversely affect the market price of our common stock.

 We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more
difficult to compare our performance with other public companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they
may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that
time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors
will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive
as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there
may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.

 As
an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.

 Our
independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting
while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies
in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal
controls over financial reporting and we are not. While our management will be required to attest to internal control over financial
reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the
independent registered public accounting firm's review process in assessing the effectiveness of our internal controls over financial
reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging
growth company, we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal
controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting
firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

 We
believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our
common stock less attractive to potential investors.

 Effective
on September 10, 2018, Rule 12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment
company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 had
 a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed
 by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the
 price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market
 for the common equity; or

 in
 the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a
 public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed
 by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of
 a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public
 offering price of the shares; or

 in
 the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float
 was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which
 audited financial statements are available.

 As
a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy
statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We
also will have other "scaled" disclosure requirements that are less comprehensive than issuers that are not smaller reporting
companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders
to sell their shares.

 It
may not be possible to have adequate internal controls.

 Section
404 of the Sarbanes-Oxley Act of 2002 ("Section 404") requires our management to report on the operating effectiveness of
our Internal Controls over financial reporting for the year ending December 31 following the year in which the Company's registration
statement was declared effective, which was 2020. We must establish an ongoing program to perform the system and process evaluation,
and testing necessary to comply with these requirements. At this time, we have not yet fully been able to truly test and expand a system
of controls; therefore, it may not be possible to have adequate internal controls until such a system is put into place.

 Our
compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant
management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.
Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent
registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material
weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory
authorities, which would require additional financial and management resources.

 Controlling
Stockholder has 100% of the voting rights of the Company.

 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 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 in settlement of $250,000 due to Mr. Owens.

 James
Owens has voting control over 61,280,387 common shares held by the Frank T. Perone Revocable Trust. When added to the voting power of
his Series A Preferred Stock, James Owens holds 100% of the voting rights of the Company. Because Mr. Owens has 100% of the voting rights
of our stockholders, he will be able to influence the outcome of all corporate actions requiring approval of our stockholders, including
the election of directors and approval of significant corporate transactions, which may result in corporate action with which other stockholders
do not agree. If Mr. Owens votes in favor of the foregoing actions, he will have sufficient voting power to approve such actions and
no other stockholder approvals will be required.

 As
a result, Mr. Owens will have significant influence over our management and affairs and control over matters requiring stockholder approval,
including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets,
for the foreseeable future. His interests may differ from the interests of other stockholders and thus result in corporate decisions
that are disadvantageous to other stockholders.

 We
engage in transactions with James Owens, our controlling stockholder, and entities he owns or controls and the terms were not arrived
at as a result of arms-length negotiations and there are no assurances that these transactions are fair to our company.

 We
have entered into a significant number of transactions with James Owens, our controlling stockholder, or entities he owns or controls.
These transactions include the issuance of 97,000,000 shares of our common stock to Mr. Owens upon formation of our company, the license
of the Gigabyte Slayer software and WARP-G software from Soft Tech, the purchase of the Webstar eCampus software from Webstar Networks
for 17,000,000 shares of our common stock, and the sale to him of 1,000 shares of our Series A Preferred Stock. The terms of these transactions
were not determined as a result of arm's length negotiations. Consequently, we cannot assure you that the terms of the transactions
we entered into with Mr. Owens or entities he owns or controls are on terms as fair as we might receive from or extend to third parties.
Furthermore, it is possible that as a result of the conflict of interests, the intellectual property we acquire, software we license
and services to be provided by Mr. Owens may not be worth the prices we pay and could have a material adverse effect on our business,
financial condition and results of operations.

 We
do not expect to pay cash dividends on our common stock in the foreseeable future.

 Holders
of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid
no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future.
We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our
common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See "Dividend
Policy."

 We
may, in the future, issue additional shares of common stock, which would reduce investors' percent of ownership and may dilute
our share value.

 Our
amended and restated articles of incorporation as amended authorize the issuance of 300,000,000 shares of common stock. As of the date
of this report, we had 158,271,000 shares of common stock outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future
on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect
of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 Anti-takeover
effects of certain provisions of Wyoming state law hinder a potential takeover of our company.

 Though
not now, we may be or in the future we may become subject to Wyoming's control share law. A corporation is subject to Wyoming's
control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Wyoming, and
it does business in Wyoming or through an affiliated corporation. The law focuses on the acquisition of a "controlling interest"
which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise
the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third,
(ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct
or indirect, as well as individual or in association with others.

 The
effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights
in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting
of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus,
there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire
a controlling interest, their shares do not become governed by the control share law.

 If
control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting
power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled
to demand fair value for such stockholder's shares.

 Wyoming's
control share law may have the effect of discouraging takeovers of the corporation.

 In
addition to the control share law, Wyoming has a business combination law which prohibits certain business combinations between Wyoming
corporations and "interested stockholders" for three years after the "interested stockholder" first becomes an
"interested stockholder," unless the corporation's board of directors approves the combination in advance. For purposes
of Wyoming law, an "interested stockholder" is any person who is (i) the beneficial owner, directly or indirectly, of ten
percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation
and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting
power of the then outstanding shares of the corporation. The definition of the term "business combination" is sufficiently
broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 The
effect of Wyoming's business combination law is to potentially discourage parties interested in taking control of our company from
doing so if it cannot obtain the approval of our board of directors.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 We
have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability
of our critical systems and information.

 We
design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework Special Publication
800-53, 800-61, rev 2 ("NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements.
We use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

 We
have implemented a number of security measures designed to protect its systems and data, including firewalls, antivirus and malware detection
tools, patches, log monitors, routine back-ups, system audits, system hardening, penetration testing and privileged access session management.
In addition, we have continued its efforts to migrate its platforms to cloud-based computing, which is designed to further strengthen
its security posture.

 Our
cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies,
reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic,
operational, and financial risk areas.

 Our
cybersecurity risk management program includes the following:

 risk
 assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our
 broader enterprise IT environment;

 a
 security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and
 (3) our response to cybersecurity incidents;

 the
 use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security
 controls;

 cybersecurity
 awareness training of our employees, incident response personnel, and senior management; and

 a
 cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

 There
can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will
be fully implemented, complied with or effective in protecting our systems and information.

 Cybersecurity
Governance

 Our
Board considers cybersecurity risks as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity
and other information technology risks.

 Our
Board oversees management's implementation of our cybersecurity risk management program and receives updates on the cybersecurity
risk management program from management at least annually. In addition, management updates the Board regarding any material or significant
cybersecurity incidents, as well as incidents with lesser impact potential as necessary.

 Ongoing
Risks

 We
have not experienced any material cybersecurity incidents. We have not identified risks from known cybersecurity threats, including as
a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results
of operations, or financial condition.

 ITEM
2. PROPERTIES.

 Our
principal offices are located at 350 112 th Ave NE #300 Bellevue,
WA 98004. Our telephone number is 1.888.405.7860. These offices
are provided free of charge by Mr. Owens until such time as sufficient funds have been raised to support the business operations. At
that time, a lease arrangement will be made.

 ITEM
3. 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 stockholder,
is an adverse party or has a material interest adverse to our interest.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
Applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market
Information

 Currently,
our stock is trading on the OTCQB Marketplace of the OTC Markets. There has been limited trading in our stock and there can be no assurance
that a significant trading market will develop, or, if developed, that it will be sustained.

 Holders
of Common Stock

 As
of March 29, 2024, there were two hundred seventy stockholders of record of our common stock.

authorized for issuance under equity compensation plans

 A
stock option grant was issued to our Chief Financial Officer on December 9, 2021, for the right to purchase 2,500,000 shares of our common
stock at $0.0001 per share. On June 3, 2022, the stock option grant to our Chief Financial Officer was canceled. There are no securities
authorized for issuance under equity compensation plans at this time.

authorized for issuance under convertible debt instruments

 On
June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note
payable in the amount of $1,101,000 Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate
of $0.01 per share for the Company's common stock. During the year ended December 31, 2023, 18,371,000 shares of common stock were
issued to Mr. Owens for the conversion of a portion of the two-year convertible note payable and accrued interest held by Mr. Owens totaling
$183,710. As of December 31, 2023, the principal outstanding on the two-year convertible note payable is $1,000,000. The principal on
the convertible note is convertible into 100,000,000 authorized shares of the Company's common stock.

 Authorized
Capital Stock

 As
of the date of this report, our authorized capital stock consists of (i) 300,000,000 shares of common stock, par value $0.0001 per share,
and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which 1,000 shares have been designated as Series A Preferred
Stock. At March 29, 2024, we had 158,271,000 shares of common stock issued and outstanding and 1,000 shares of Series A Preferred Stock
issued and outstanding.

 Common
Stock

 The
holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election
of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends
that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of
holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of
our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have
no right to convert their common stock into any other securities.

 Preferred
Stock

 The
preferred stock is issuable in one or more series with such designations, voting powers, if any, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our board
of directors. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other
corporate purposes, may have the effect of delaying, deferring or preventing a change in control of our company without further action
by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock. The rights
of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock
that we may designate and issue in the future.

 Each
share of Series A Preferred Stock shall have a number of votes at any time equal to 0.3% of the number of shares of the Company's
common stock then issued and outstanding on a fully diluted basis (i.e. assuming conversion into common stock of any other classes of
preferred stock or agreements or instruments then convertible into shares of common stock), such that all 1,000 shares of the Series
A Preferred Stock shall have a number of votes equal to 300% of the issued and outstanding shares of common stock. The Series A Preferred
Stock shall vote on any matter submitted to the holders of the Company's common stock for as long as a share of the Series A Preferred
Stock is issued and outstanding. The Series A Preferred Stock shall not have the right to vote on any matter as to which solely another
class of preferred stock of the Company is entitled to vote.

 The
Series A Preferred Stock is not convertible and is not entitled to receive any dividends paid on any other class of stock of the Company.
The Series A Preferred Stock does not have any participation rights and has no preferences in the event of any liquidation, dissolution
or winding up of the Company and are not entitled to receive any distribution of the assets or surplus funds of the Company and will
not participate with the common stock or any other class of stock of the company therein.

 The
Certificate of Designations for the Series A Preferred Stock cannot be amended without the prior written consent of the holders of the
Series A Preferred Stock. The Series A Preferred Stock are restricted shares and will bear the appropriate restrictive legend.

 Transfer
Agent

 The
transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, phone (212)
828-8436.

 Warrants

 There
were no outstanding warrants to purchase shares of our common stock as of December 31, 2023 and 2022.

 Options

 A
stock option grant was issued to our Chief Financial Officer on December 9, 2021, for the right to purchase 2,500,000 shares of our common
stock at $0.0001 per share. The grant to our Chief Financial Officer was canceled on June 3, 2022.

 Dividend
Policy

 We
have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future.
The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends
or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion
of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial
condition, contractual restrictions and other factors that our board of directors may deem relevant.

 Unregistered
Sales of Equity Securities

 The
following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under
the Securities Act.

 In
2023, the Company issued 18,371,000 shares of common stock to Mr. James Owens for the conversion of $101,000 of principal and accrued
interest of $82,710 associated with a two-year convertible note held by Mr. James Owens.

 The
Company believes that the shares of our Common Stock were issued in reliance upon the exemption from securities registration afforded
by the provisions of Section 4(a)(2) of the Securities Act. Such securities are restricted as to their transferability as set forth in
Rule 144 under the Securities Act and an appropriate restrictive legend is affixed to the stock certificates issued for such shares.

 Purchases
of Equity Securities by the Registrant and Affiliated Purchasers

 We
have not repurchased any shares of our common stock during the fiscal years ended December 31, 2023 and 2022.

 ITEM
6. SELECTED FINANCIAL DATA.

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 You
should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report
on Form 10-K. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections
about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking
statements.

 Overview

 Since
inception, the Company acquired the Webstar eCampus assets from Webstar Networks, a related party that is controlled by our controlling
stockholder, on May 12, 2018 in exchange for issuance of 17,000,000 shares of our common stock. In addition, we signed two letters of
intent to license proprietary software from Soft Tech, a related party that is wholly owned by our founder and controlling stockholder
James Owens; i.e., Gigabyte Slayer and WARP-G. The Company began to operate and market the Webstar eCampus website on May 12, 2018 when
it acquired those assets from Webstar Networks. Previously, we had been focused in large part on organizational activities and the development
of our 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 application
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. On April 21, 2020, we
entered into the License Agreement with Soft Tech Development Corporation 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.
See "Item 1 Business". As of December 31, 2023, we have generated an accumulated deficit of $43,137,416.

 Plan
of Operations

 Management
has decided that the fastest way to get the Company's technologies to market is to not bear the burden ourselves. Numerous third-parties
already have the requisite infrastructure in place and there is no need for the Company to re-build those elements.

 Additionally,
the third-parties we seek to align ourselves with, are better positioned to handle the retail, business and governmental marketing sectors
worldwide. They will be experienced, globally well-known entities with everything already in place for a quick launch/utilization of
the Company's technology.

 There
are three main paths that the Company will pursue: 1) Licensing the technology to third-parties; 2) Selling the technology via Permanent
License to a third-party; 3) Acquisition of the Company by a third party via a change of control of the Company; all of which would generate
up-front and residual revenues for the Company.

 Our
primary focus for this three-pronged approach will be on the following products:

 Gigabyte
Slayer. Gigabyte Slayer is a retail-oriented software application that will be sub-licensed to targeted companies who provide
data streaming services.

 WARP-G.
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. We plan to engage in sales through licensing transactions with data delivery companies such
as Verizon, AT&T, T-Mobile, Amazon, Google, cable operators, Netflix, Electronic Arts and other gaming companies.

 Results
of Operations for the years ended December 31, 2023 and 2022

 The
following comparative analysis on results of operations were based primarily on the comparative financial statements, footnotes and related
information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements
that are included elsewhere in this Form 10-K. The results discussed below are for the years ended December 31, 2023 and 2022.

 For
the years ended December 31, 2023 and 2022, we have had no revenue due to the inability to attract qualified customers to sub-contract
our technology. We have funded our operating expenses through loans from our controlling stockholder and accrual of various costs and
expenses. Total operating expenses which are comprised of salaries and related expenses and general and administrative expenses were
$838,656 and $17,073,651, respectively, which includes $0 and $16,071,084, respectively, of stock based compensation. The decrease is
primarily attributable to the stock based compensation expense incurred in 2022 arising from the estimated fair value of a conversion
provision embedded in a convertible note payable issued in a settlement agreement with a related party for payment of certain payroll
related liabilities. Further, our general and administrative expenses decreased primarily due to a decrease in legal fees, partially offset by increases in accounting and OTC Market listing fees.

 The
net loss was $914,800 and $31,020,540 for the years ended, 2023 and 2022, respectively. This decrease is primarily a result of the decrease
in stock based compensation expense and a loss on extinguishment of debt to a related party arising from a settlement agreement entered
with the related party to settle various liabilities owed with the issuance of a convertible note payable in 2022 and partially due to
the decrease in general and administrative expense mentioned above.

 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 December 31, 2023,
our working capital deficit amounted to $3,371,382 an increase of $828,872 as compared to our working capital deficit of $2,542,510 as
of December 31, 2022. This increase is primarily a result of increases in the amount due to stockholder and accrued salaries and related
expenses, partially offset by a decrease in accounts payable and accrued interest – related party.

 Net
cash used in operating activities was $131,929 during the year ended December 31, 2023 compared to $174,917 for the year ended December
31, 2022. The change in cash from operating activities is primarily attributable to decreases in operating expenses.

 Net
cash provided by financing activities was $131,921 during the year ended December 31, 2023 compared to $174,656 in the year ended December
31, 2022. The change in cash from financing activities was the result of a decrease in cash received from a related party.

 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.

 In
order to continue as a going concern, we will need, among other things, additional capital resources. Management's plan is to obtain
such resources for our capital needs by obtaining capital from management and significant stockholders sufficient to meet its operating
expenses. Further, 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.

 Commitments
and Contingencies

 The
Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions
may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved
when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
The Company's legal costs associated with contingent liabilities are recorded to expense as incurred.

 Income
taxes

 We
are a corporation for U.S. federal income tax purposes. As such we are subject to U.S. federal, state and local income taxes and are
taxed at the prevailing corporate tax rates. We recognize the effect of income tax positions only if these positions are more likely
than not to be sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The
financial statements included in this annual report do not include a provision for federal income taxes since each of our statements
of operations have a net loss. In the future, if we determine that such tax benefits are likely to be realized by us, we will record
a deferred tax asset based on the then effective income tax rate.

 JOBS
Act

 We
qualify as an "emerging growth company" pursuant to the provisions of the JOBS Act. For as long as we are an "emerging
growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in
Management's discussion and analysis of financial condition and results of operations and exemptions from the requirements of holding
advisory "say-on-pay" votes on executive compensation and stockholder advisory votes on golden parachute compensation. We
have availed ourselves of the reduced reporting obligations and executive compensation disclosure in this annual report and expect to
continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.

 In
addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply
to private companies. However, we are choosing to take advantage of such extended transition period, and as a result, we may not comply
with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards.

 We
will continue to qualify as an emerging growth company until the earliest of:

 The
 last day of our fiscal year following the fifth anniversary of the date of our IPO;

 The
 last day of our fiscal year in which we have annual gross revenues of $1.0 billion or more;

 The
 date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt;

 The
 date on which we are deemed to be a "large accelerated filer", which will occur at such time as we (1) have an aggregate
 worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of
 our most recently completed second quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for
 a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act.

 Inflation

 In
the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management
will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 Off-Balance
Sheet Arrangements

 As
of December 31, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction,
agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising
under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 Critical
Accounting Policies

 We
have identified the following policies below as critical to our business and results of operations. Our reported results are impacted
by the application of the following accounting policies, certain of which require management to make subjective or complex judgments.
These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly
or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected,
and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described
in the following paragraphs.

 Pursuant
to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised
accounting standards. We have elected not to opt out of such extended transition period, which means that when a standard is issued or
revised and it has different application dates for public or private companies, we may adopt the standard for the private company. This
may make comparison of our financial statements with any other public company that is neither an emerging growth company, nor an emerging
growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences
in accounting standards used.

 We
have elected to take advantage of the scaled disclosures and other relief under the JOBS Act described above in this annual report (see
"Implications of Being an Emerging Growth Company"), and we may take advantage of some or all of the reduced regulatory and
reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company, including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved.

 Estimates.
The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

 Stock-based
Compensation. We follow the provisions of ASC 718 which requires all share-based payments to employees and non-employees, including grants
of employee and non-employee stock options, to be recognized in the statement of operations based on their grant date fair values.

 Revenue.
The Company recognizes revenues when control of the promised goods or services is 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.

 Recent
Accounting Pronouncements - Adopted

 On
August 5, 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting
for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on
an entity's own equity.

 ASU
2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments
with a beneficial conversion feature. As a result, after adopting ASU 2020-06, entities will not separately present in equity an embedded
conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred
stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require
bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium.

 The
amendments are effective for public business entities, that are not smaller reporting companies, in fiscal years beginning after December
15, 2021, and interim periods within those fiscal years. For all other entities, in fiscal years beginning after December 15, 2023, and
interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and
interim periods within those fiscal years.

 In
January 2022, the Company adopted the guidance in ASU 2020-06 which resulted in no additional accounting for any beneficial conversion
features embedded in the convertible notes payable issued on June 3, 2022 to a related party.

 In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available
for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in
current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit
losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected
to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however
Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU affects entities holding
financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans,
debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other
financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective
for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the
Company adopted this ASU. The adoption to not have an impact on our financial statements.

 Recent
Accounting Pronouncements - Not Yet Adopted

 In
December 2023, FASB issued ASU Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses
on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose,
on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to
include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal
to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate.
For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the
rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally,
calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective
basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure
impact only and is not expected to have a material impact on the Company's financial statements.

 In
November 2023 the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will
now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the
ASU, a significant segment expense is an expense that is:

 significant
 to the segment,

 regularly
 provided to or easily computed from information regularly provided to the chief operating
 decision maker (CODM), and

 included
 in the reported measure of segment profit or loss.

 The
ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning
after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively
unless it's impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU
2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company's
financial statements.

 The
Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not
specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on
our financial condition or results of operations.

 We
implemented all new accounting standards that are in effect and that may impact our financial statements. We do not believe that there
are any other new accounting pronouncements that have been issued that might have a material impact on the financial position or results
of operations.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
Company's financial statements, together with the reports of the independent registered public accounting firms thereon and the
notes thereto, are presented beginning at page F-1. On June 20, 2023, the Board of Directors of the Company appointed Assurance Dimensions,
Inc. and discussed D. Brooks and Associates, CPAs, P.A has their independent registered public accounting firm.

 Therefore,
the Company's balance sheets as of December 31, 2023 and the related statements of operations, changes in stockholders' deficit
and cash flows for the year then ended have been audited by Assurance Dimensions, Inc. an independent registered public accounting firm.
The Company's balance sheet as of December 31, 2022 and the related statements of operations, changes in stockholders' deficit
and cash flows for the year then ended have been audited by D. Brooks and Associates, CPAs, P.A., an independent registered public accounting
firm. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to
Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None

 ITEM
9A. 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 and accounting 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 fiscal year 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 below.

 Management's
Annual Report on Internal Control Over Financial Reporting.

 As
of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting. The Company's management
is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act, as a process designed
by, or under the supervision of, the Company's President, Chief Executive Officer and Chief Financial Officer and effected by the
Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and
includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

 Provide
 reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with
 GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statement.

 In
evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013 framework).
Based on that evaluation, our Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who
is our principal accounting and financial officer), concluded that, during the period covered by this report, such internal controls
and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.

 This
was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected
our internal controls and that amounted to be material weaknesses.

 The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (i) inadequate segregation of duties consistent with control objectives; and (ii) we
do not have a fully functioning audit committee, resulting in a lack of independent oversight in the establishment and monitoring of
required internal controls and procedures. The aforementioned material weaknesses were identified by our Chief Executive Officer and
Chief Financial Officer, in connection with the review of our financial statements as of December 31, 2023.

 Our
management has begun evaluating remedies to reduce these material weaknesses. However, there can be no assurance that the planned remedies
can be effectively put in place as planned.

 Changes
in Internal Controls over financial reporting

 No
change in our internal control over financial reporting occurred during the year ended December 31, 2023, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. Not Applicable

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors
and Executive Officers

 The
following table sets forth the names, positions and ages of our directors and executive officers as of the date of this Annual Report
on Form 10-K. Each director is elected at our annual meeting of stockholders and holds office until his successor is elected and qualified.
Officers are elected by our board of directors and their terms of office are at the discretion of our board.

 There
is no familial relationship between or among the nominees, directors or executive officers of the Company.

 Name

 Age

 Position/Title

 James
 Owens

 Chairman
 of the Board of Directors and Chief Technology Officer

 Don
 D. Roberts

 Chief
 Executive Officer

 E. Hutchins

 Chief
 Financial Officer (resigned effective March 4, 2024)

 Sanford
 Simon

 Director,
 Chairman of Audit Committee, Member of Compensation Committee

 Michael
 Hendrickson

 Director,
 Chairman of Compensation Committee, Member of Audit Committee

 James
Owens, Chairman of the Board of Directors and Chief Technology Officer

 Mr.
Owens has worked as the President of Webstar Networks, from 2007 to the present. Mr. Owens received his Bachelor of Science from the
University of Massachusetts in June of 1983 with a double major in Computer Science and Micro-Biology. Mr. Owens does not hold, and has
not previously held, any directorships in any reporting companies.

 Don
D. Roberts, Chief Executive Officer

 Mr.
Roberts has over 47 years of extensive experience in the banking and financial services industries starting up and managing banks in
Texas, Florida and Georgia. Until July 12, 2019 and for at least the past 5 years, Mr. Roberts was North Region President for Seaside
National Bank and Trust a $2.5 billion Florida-based bank and has held several top executive management roles at a variety of financial
institutions during his 25+ years in the North Florida market including Barnett Bank of Jacksonville, Florida Bank and CNLBank. Roberts
graduated from the University of Texas at Austin with a Bachelor of Business Administration in International Business. He also graduated
from the Southwestern Graduate School of Banking in Dallas, Texas. Roberts is very involved in the Jacksonville community having served
on many boards including The YMCA of Florida's First Coast, the United Way, the Chamber of Commerce and the Arts Council of Jacksonville.
He is a Rotary Club Paul Harris Fellow. Currently, he serves as a Board member of ElderSource, North Florida's Area Agency on Aging,
its Parent Board, and its affiliate Wise Owl Properties.

E. Hutchins, Chief Financial Officer and Treasurer

E. Hutchins has served as our Chief Financial Officer since March 2018. From October 2016 to October 2017, Mr. Hutchins was the Chief
Transformation Officer for Gargash Enterprises, a Dubai, UAE based company engaged primarily in auto dealerships, real estate, insurance,
heavy equipment, restaurants, and investment banking where he was responsible for the consolidation of ownership control and development
of an operational optimization plan. From January 2013 to September 2016, Mr. Hutchins was a Senior Director of Investment Banking at
the Bank Alkhair, a wholesale investment bank in Bahrain where he was responsible for oversight of its portfolio companies.

 Mr.
Hutchins has served on the Board of Directors of both public and private companies including Open-Silicon, Inc. (US), Snake Eyes Golf
Clubs, Inc. (US), Bahrain Financing Company (England, Bahrain, Qatar, India, Malaysia, Kuwait), Burg Bank (Pakistan), and Clean Swift,
Inc. (Dubai).

 Mr.
Hutchins received a Bachelor of Science in Business Administration with a major in Accounting from the University of Florida. Mr. Hutchins
is a Certified Public Accountant in inactive status in the State of Florida and formerly held Series 7 and Series 63 securities licenses.

 Effective
March 4, 2024, Mr. Hutchins submitted his resignation. The Company is using a consultant on a contract basis to fulfill the duties and
responsibilities of the CFO.

 Michael
A. Hendrickson, Director

 Mr.
Hendrickson has served as a director since August 2017. Mr. Hendrickson serves as the Chairman of the Compensation Committee of the Company
since June 7, 2019 and also serves as a member of the Audit Committee of the Company since such date. In 2012, Mr. Hendrickson founded
StoneBridge Securities, LLC, an international investment banking firm and NASD Broker/Dealer based in Seattle, Washington where he remains
the managing partner.

 In
2012, Mr. Hendrickson was a founding principal in Base Capital, a private investment and merchant banking firm with a specialty in real
estate development and financing. The firm made direct investments in real estate projects and mature businesses along with serving as
a developer. Additionally, Mr. Hendrickson was the principal founder of West Coast Management Production and Capital, LLC in 1995, a
real estate developer and property manager based in Bellevue, Washington with which he is currently still active. These firms developed
mixed use projects, malls, housing projects, multi-family housing and high-rise construction, including the preparation and permitting
of raw land.

 In
1994 Mr. Hendrickson founded and is currently Chairman and CEO of Hendrickson Exploration & Mining, located in Anchorage, Alaska.

 Mr.
Hendrickson has served on the Board of Directors of private companies including, Smart Starters from 2000 to 2005, Tectonic Audio Labs
from 2008 to 2013, Whooshh Innovations, LLC from 2014 to present, Native Network from 2015 to present, Big Sky Development Group from
2005 to present, Ignition Wireless from 2014 to present. In addition, Mr. Hendrickson served on the Dow Airforce Base Advisory Committee
in 1970, SEAPAC Aviation from 2012 to present, Arlington Airport Owners Association since 1991 to present and L&L Energy in 1997.

 Mr.
Hendrickson attended the Montana School of Mines, the University of Montana, and holds designations as a Chartered Life Underwriter (CLU)
and Chartered Financial Consultant designation from the American College along with being designated a Life Underwriting Training Council
Fellow (LUTCF).

 Our
board of directors believes that Mr. Hendrickson's expertise and experience in finance, his perspective, depth and expertise in
managing a variety of businesses and leadership as a member of the board of directors in a variety of industries provide him with the
qualifications and skills to serve on our board of directors.

 Sanford
Simon, Director

 Sanford
(Sandy) Simon has over 30 years of compliance experience in the corporate management of federal and state environmental, regulatory,
and legislative programs for leading manufacturers of pesticide, fertilizer, growing media, grass seed and organic-input fertilizer and
other agricultural use chemicals. From October 2014 to the present, he has served as the Vice President of Corporate Compliance at Harrell's
LLC where he is responsible for oversight and compliance with applicable laws and regulations governing Harrell's, LLC products
and business operations related to environmental, safety and health, risk management, quality control and to the manufacture, sale, transportation,
registration and distribution of fertilizers, pesticides, adjuvants, soil amendments and grass seed and provides a creative compliance
strategy that supports Harrell's, LLC strategic business plans. From March 2009 to October 2014, Mr. Simon served as the Senior
Director of Regulatory Affairs with the Scotts Miracle-Gro Company for the Federal & State for Strategic Business Units. He earned
a Bachelor of Science degree in business management and with a minor in environmental science at the University of Phoenix. A native
Alabamian, he currently resides with his wife in Flagler Beach, FL.

 Involvement
in Certain Legal Proceedings

 None
of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item
401(f) of Regulation S-K in the past 10 years.

 Corporate
Governance

 Our
board of directors is comprised of one (1) non-independent director and five (2) independent directors. The Board has established an
audit committee and a compensation committee, each comprised of two independent directors. While these committees have been formed, they
are not yet functioning effectively and meeting on a regular basis.

 Audit
Committee:

 Mr.
Sanford Simon, to serve as Chairman of the Audit Committee,

 Mr.
Michael Hendrickson

 Compensation
Committee:

 Mr.
Michael Hendrickson, to serve as Chairman of the Compensation Committee

 Mr.
Sanford Simon

 The
Company plans to obtain public company directors' and officers' insurance coverage, but has not done so yet, and plans to
do so in the future once it raises sufficient funds. However, there can be no assurance that any funds can be raised or that the foregoing
can occur as planned.

 Code
of Ethics

 We
expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including
those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our
website at www.webstartechnologygroup.com. We intend to post any amendments to the code, or any waivers of its requirements, on
our website.

 Board
Structure

 Our
board has chosen not to separate the positions of Chief Technology Officer and Chairman of the Board as our initial planned operations
will be limited. Our board of directors does not believe that such separation will serve any useful purpose at this time.

 Role
of Board in Risk Oversight Process

 Management
is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board.
Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing
risk management committee, but administers this function directly through the board as a whole. The whole board considers strategic risks
and opportunities and receives reports from our officers regarding risk oversight in their areas of responsibility as necessary. We believe
our board's leadership structure facilitates the division of risk management oversight responsibilities and enhances the board's
efficiency in fulfilling our oversight function with respect to different areas of our business risks and our risk mitigation practices.

 Communications
with the Board of Directors

 Stockholders
with questions about us are encouraged to contact us by sending communications to the attention of the Chief Executive Officer at 330
112th Ave NE #300, Bellevue, WA 98004. If stockholders feel that their questions have not been sufficiently addressed through communications
with the Chief Executive Officer, they may communicate with the board of directors by sending their communications to the Board of Directors,
c/o the Chief Executive Officer at the same address.

Compensation

 We
have agreed to pay our non-employee directors $3,000 each for attending our quarterly board of directors' meetings and reimburse
them for reasonable travel expenses incurred in attending board and committee meetings once the Company is publicly held. The Company
has held quarterly board meetings and the Board has waived director fees for each meeting. Therefore, such fees have not been paid nor
accrued to date. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in
the future.

 Procedures
for Nominating Directors

 The
sitting directors nominate the people that they recommend to be directors of the Company for the coming year. The recommendations are
then presented to the stockholders for a vote at an annual or special meeting of stockholders. The board sets a "record date"
for determining stockholders that will be entitled to notice of and to vote at the annual and/or special meeting. Only stockholders of
record as of the record date will be entitled to notice of the meeting and to vote at the meeting.

 The
required quorum for the annual meeting is a majority of the common stock issued and outstanding on the record date. If a quorum is not
present when the meeting is called to order on the day and time stated above, the stockholders will be asked to vote to adjourn the meeting
in order to enable us to have more stockholders in attendance, either in person or by proxy. Those who are present at the time of the
meeting, though less than a quorum to transact other business, are sufficient to have a vote on adjournment of the meeting to a later
date.

 To
approve the election of directors, the number of nominees proposed by the directors receiving the highest number of (or plurality) for
votes at the annual and/or special meeting will be elected.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table summarizes all compensation recorded by us in the past two fiscal years for:

 our
 principal executive officer or other individual serving in a similar capacity,

 our
 two most highly compensated executive officers other than our principal executive officer who were serving as executive officers
 at December 31, 2023 whose compensation exceed $100,000, and

 up
 to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as
 an executive officer at December 31, 2023.

 For
definitional purposes, these individuals are sometimes referred to as the "named executive officers."

 2023
Summary Compensation Table

 Name and Principal Position

 Fiscal Year Ended

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 James Owens (1)

 12/31/2023

 -

 -

 -

 -

 12/31/2022

 145,834

 -

 -

 16,071,084

 5,000

 16,221,918

 Don D. Roberts (2)

 12/31/2023

 350,000

 -

 -

 -

 12,000

 362,000

 12/31/2022

 350,000

 -

 -

 -

 12,000

 362,000

 Harold E. Hutchins (3)

 12/31/2023

 350,000

 -

 -

 -

 12,000

 362,000

 12/31/2022

 350,000

 -

 -

 -

 12,000

 362,000

 (1)

 Chief
 Technology Officer – on June 3, 2022 salary was amended to $1 from $350,000. All salary and other compensation amounts were
 previously accrued, not paid. Salary related obligations were settled with the CTO on June 3, 2022 through the issuance of a two-year
 convertible note payable.

 (2)

 Chief
 Executive Officer – All amounts accrued, not paid.

 (3)

 Chief
 Financial Officer – In 2023 and 2022, $30,400 and $91,200, respectively, was paid, and the remaining amounts not paid were
 accrued.

 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. 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 Mr. Owens a one-time payment equal to one year's
salary or 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.

 On
June 3, 2022, as part of a debt settlement agreement, Mr. Owens' employment agreement was amended to reduce his salary to $1 per
year with no auto allowance. All other terms of his employment agreement remain the same.

 Don
D. Roberts. On February 21, 2020, the Company's Board of Directors approved and executed, effective January 1, 2020, an employment
agreement with Mr. Roberts. 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 Mr. Roberts a one-time payment equal to one year's
salary or 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.

E. Hutchins. On February 21, 2020, the Company's Board of Directors approved and executed, effective January 1, 2020, an employment
agreement with Mr. Hutchins. 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 Mr. Hutchins a one-time payment equal to one year's
salary or 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. Mr. Hutchins submitted his resignation effective March 4, 2024. As of December 31, 2023, $1,163,800 was
accrued to Mr. Hutchins for amounts owed under this employment agreement.

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we would provide pension, retirement or similar benefits for directors or executive officers.

 Compensation
Committee

 The
Company's Board of Directors has a compensation committee comprised of two independent board members (Michael Hendrickson, as Chairman
of the Compensation Committee and Sanford Simon). The compensation committee determines executive compensation.

Independence

 Our
board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning
his or her background, employment and affiliations, our board of directors has determined that Sanford Simon, and Michael Hendrickson
do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out
his or responsibilities and that each of these directors is "independent" as that term is defined under the listing standards
of NASDAQ.

 Outstanding
Equity Awards at 2023 Fiscal Year-End

 The
stock options listed in the table below represent the stock issuable upon conversion of the convertible note payable issued to James
Owens under the settlement agreement discussed in Part III, Item 13 of this report.

 The
following table provides information concerning unexercised options, stock that had not vested and equity incentive plan awards for each
named executive officer outstanding as of December 31, 2023:

 OPTION AWARDS

 STOCK AWARDS

 Name

 Underlying
 Unexercised
 Options (#)
 Exercisable

 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Equity
 Incentive
 Plan
 Awards:
 Underlying
 Unexercised
 Unearned
 Options (#)

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Number
 of
 or
 Units of
 Stock
 That
 Have
 Not
 Vested
 (#)

 Market
 Value
 of
 or
 Units
 of
 Stock
 That
 Have
 Not
 Vested
 ($)

 Equity
 Incentive
 Plan
 Awards:
 Number
 of
 Unearned
 Shares,
 Units or
 Other
 Rights
 that Have
 Not
 Vested
 (#)

 Equity
 Incentive
 Plan
 Awards:
 Market
 or Payout
 Value of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have Not
 Vested
 (#)

 James Owens

 100,000,000

 -

 -

 0.01

 12/3/2025

 -

 -

 -

 -

 Limitation
on Liability

 Under
the Wyoming Revised Statutes and our amended and restated articles of incorporation, as amended, our directors will have no personal
liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his
"duty of care". This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the
corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction
from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's
duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or
its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally
absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

 The
statute does not affect a director's responsibilities under any other law, such as the Federal securities laws. The effect of the
foregoing is to require our company to indemnify our officers and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 Insofar
as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or
persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation
or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 At
March 29, 2024, we had 158,271,000 shares of our common stock issued and outstanding. The following table sets forth information regarding
the beneficial ownership of our common stock as of March 29, 2024 for:

 each
 of our executive officers,

 each
 of our directors,

 all
 of our directors and executive officers as a group, and

 each
 stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

 Information
on beneficial ownership of securities is based upon a record list of our stockholders and we have determined beneficial ownership in
accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the
table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable
community property laws, except as otherwise provided below.

 Unless
otherwise indicated, the business address of each person listed is in care of Webstar Technology Group, Inc., 330 112th Ave NE #300,
Bellevue, WA 98004.

 Beneficially
 Owned

 Percentage of Shares (1)

 Name of Beneficial Owner

 Directors and Named Officers

 James Owens

 61,280,387
 (2)

 38.7
 %

 Don D. Roberts

 5,400,000
 (3)

 3.4
 %

 Harold E. Hutchins

 250,000
 (3)

 *

 Sanford Simon

 1,007,808
 (3)

 *

 Michael Hendrickson

 5,500,000
 (3)

 3.5
 %

 All named executive officers and directors as a group (five persons)

 73,438,195

 46.4
 %

 (1)

 Based
 on 158,271,000 shares outstanding as of the date of this filing.

 (2)

 include 97,000,000 shares purchased under the terms of a Subscription Agreement dated March 10, 2015 as founder shares and 21,216,098
 shares received in the Company's common stock dividend on April 21, 2020. Out of these shares, Mr. Owens contributed 68,216,098
 shares to Webstar Networks and 49,409,387 to a revocable trust he controls. Webstar Networks distributed all 89,524,996 shares it
 held in the Company to its shareholders, which did not include Mr. Owens, in a liquidating distribution. Based on his ownership and
 voting rights of his Series A Preferred Stock in the Company along with the common shares beneficially owned in the trust, Mr. Owens
 controls 100% of the voting rights in the Company.

 (3)

 received in liquidating distribution of Webstar Networks Corporation

 *Less
than 1%

Authorized for Issuance under Equity Compensation Plans

 As
of December 31, 2023, there were no securities authorized for issuance under equity compensation plans.

 The
following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well
as any equity compensation plans not approved by our stockholders as of December 31, 2023.

 Plan category

 securities to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights (a)

 Weighted
 average exercise
 price of
 outstanding
 options,
 warrants and
 rights

 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in column (a))

 Plans approved by our stockholders

 -

 -

 -

 Plans not approved by stockholders*

 -

 -

 -

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 In
addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification
arrangements, discussed in the sections titled "Management" and "Executive Compensation," the following is a
description of each transaction since March 10, 2015 (inception) and each currently proposed transaction in which:

 We
 have been or will be a participant;

 the
 amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed
 fiscal years; and

 any
 of our directors, executive officers, beneficial owners of more than 5% of our capital stock or promoters, or any immediate family
 member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

 Mr.
Owens is deemed a "promoter" of our company as that term is defined in the rules and regulations promulgated under the Securities
Act of 1933.

 We
do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions.
The terms of the following transactions between related parties were not determined as a result of arm's length negotiations. When
such transactions arise, they are referred to our board of directors for its consideration.

 In
connection with the formation of our company, we issued an aggregate of 97,000,000 shares of our common stock to James Owens, in exchange
for a cash contribution of $9,700.

 James
Owens, the controlling stockholder of the Company, has loaned the Company money on an as needed basis. As of December 31, 2023, the total
amount outstanding from these working capital loans is $228,674. The advances 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.

 On
August 16, 2017, we entered into an Amended and Restated Consulting Agreement with James Owens. Under the terms of the agreement, Mr.
Owens' duties include: strategic alliances, mergers and acquisitions; corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business consulting needs as expressed by us; business development and business advertising
and due diligence processes. The term of the agreement commenced on August 16, 2017 and was canceled on December 31, 2019, and Mr. Owens
agreed to cancel all the amounts due him under the agreement as of December 31, 2019.

 On
June 30, 2017, we entered into an Intellectual Property Purchase Agreement with Webstar Networks (the "IP Purchase Agreement").
James Owens, the controlling stockholder of our company controls the voting power of Webstar Networks. Under the terms of this agreement,
we agreed to purchase and Webstar Networks agreed to sell to us all intellectual property associated with the Webstar eCampus software
and website www.webstarecampus.com and other assets associated with the operation of this website. The purchase price for these
assets was 17,000,000 shares of our unregistered common stock. The closing date was to occur no later than July 31, 2018 and was conditioned
upon our sale of a minimum of $3,000,000 of our common stock in the planned offering of our common stock pursuant to our Registration
Statement on Form S-1 for which we are required to, and plan to file a post-effective amendment. There can be no assurance that we'll
be able to file the post-effective amendment as planned, or that the Securities and Exchange Commission would declare our S-1 effective
pursuant to such post-effective amendment, and there can be no assurance that the offering will commence as planned or that any funds
will be raised in such offering and therefore, we may not be able to execute the foregoing as planned. Additionally, the IP Purchase
Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. On
May 12, 2018, we entered into an amendment to the IP Purchase Agreement whereby we issued 17,000,000 shares of our unregistered common
stock and a promissory note in the principal amount of $675,000 payable upon completion of a sale of a minimum of $3,000,000 of our common
stock in the planned offering of our common stock pursuant to our Registration Statement on Form S-1, for which we are required to, and
plan to file a post-effective amendment. There can be no assurance that we'll be able to file the post-effective amendment as planned,
or that the Securities and Exchange Commission would declare our S-1 effective pursuant to such post-effective amendment, and there can
be no assurance that the offering will commence as planned or that any funds will be raised in such offering. On June 30, 2018, we entered
into a Second Amendment to the IP Purchase Agreement whereby we agreed with Webstar Networks to increase from $3,000,000 to $5,000,000
the minimum offering amount triggering the $675,000 principal payment under the promissory note we issued on May 12, 2018. On February
21, 2020, Webstar Networks agreed to cancel the $675,000 note, effective December 31, 2019 pursuant to a Cancellation of Amended and
Restated Promissory Note Agreement between the Company and Webstar Networks, dated February 21, 2020.

 Joseph
P. Stingone, Sr., our former Chief Executive Officer provided us with the use of our principal offices located at 4231 Walnut Bend, Jacksonville,
FL 32257 free of charge until April 1, 2019. We then entered into a lease agreement with him. On February 21, 2020, Barbara Stingone,
Joseph's widow and sole heir, canceled the lease, effective December 31, 2019, and agreed to transfer all liabilities owed her
under the lease to James Owens. Mr. Owens accepted the transfer of the liabilities from the Company, effective December 31, 2019.

 On
June 21, 2019 the Company engaged StoneBridge Securities, LLC, and entity solely owned by Michael Hendrickson, a director of the Company,
to preform services relating to the future offering of the Company's common stock. The agreement calls for commissions to StoneBridge
ranging from 1% to 3% for assisting in capital raising transactions. The agreement additionally called for a signing bonus of 500,000
warrants for the purchase of the Company's common stock. The signing bonus was canceled by action of the Company's Board
of Directors on November 22, 2019, effective June 30, 2019.

 On
December 14, 2019, the Company entered into a subscription agreement (the "Preferred Subscription Agreement") pursuant to
which the Company agreed to issue and sell to James Owens, the Company's Chairman of the Board, Chief Technology Officer, founder,
and controlling shareholder one thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $250,000.

 On
April 2, 2020, pursuant to the terms of a subscription agreement (the "Preferred Subscription Agreement") the Company issued
and sold to James Owens, the Company's Chairman of the Board, Chief Technology Officer, founder, and controlling shareholder one
thousand (1,000) shares of the Series A Preferred Stock, at a total purchase price of $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.

 On
April 21, 2020, the Company entered into the License Agreement with Soft Tech Development Corporation 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. See "Item 1 Business".

 On
August 26, 2020, Margie Simon, wife of Sanford Simon, Director, received 1,000,192 shares of the Company's common stock in a liquidating
distribution of Webstar Networks Corporation. Additionally, on September 17, 2020, Margie Simon purchased 107,500 shares of the Company's
common stock in a registered public offering at the offering price of $0.10 per share.

 On
August 26, 2020, the Company's CEO, Don Roberts, and CFO, Harold Hutchins along with Directors Landmann, England, Hendrickson,
Simon, and Harrington, received shares of the Company's common stock in the liquidating distribution of Webstar Networks Corporation.
The amounts of the common stock received by these individuals is listed in "Item 12 – Securities Ownership of Certain Beneficial
Owners and Management".

 On
December 9, 2021, the Company's CFO was granted non-qualified options to purchase 2,500,000 shares of the Company's Common
Stock at an exercise price of $0.0001 per share. The options are fully vested and have an expiration date of December 9, 2031. On June
3, 2022, this option grant was canceled.

 In
February 2022, one of our directors, Dr. England, died. Dr. England has not been replaced as of the date of this report.

 On
April 30, 2022, in accordance with their agreements, two of the Company's directors, Dr. Ron Landmann and Kevin Harrington, terms
expired. Their replacements have not been named as of the date of this report.

 On
June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note
payable in the amount of $1,101,000 in exchange for 1) elimination of the "Due to stockholder" liability of $756,450, 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 convertible
note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four
months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01
per share for the Company's common stock.

 On
July 15, 2022, the Company amended its Technology Marketing and License Agreement with Soft Tech Development Corp. The material changes
to the existing agreement are as follows:

 Change
Item 1., License

 -
to make the license exclusive

 -
to grant the Company a Right-of-First Refusal to acquire future exclusive marketing license for new technologies

 -
to remove Company's option to broker and split proceeds on sale of Soft Tech's technology

 Change
Item 12, Termination

 -to
give Licensor (Soft Tech) right to terminate the agreement upon:

 -
change in executive management of Company

 -
sale of majority interest in Company to 3 rd party

 -
there is a Change of Control in the Company

 On
May 15, 2023, the Frank Perone Trust (owned and held by Mr. James Ownes) partially converted $101,000 of two-year convertible note's
principal and $82,710 of accrued interest into 18,371,000 shares of the Company's common stock at the conversion rate of $0.01
per share, in accordance with the note's convertible provision. There was no gain or loss related to the partial conversion.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 The
following table sets forth the aggregate fees billed through our fiscal year ends to the Company by its independent registered public
accounting firms, Assurance Dimensions, Inc. and D. Brooks and Associates CPAs, PA, for the fiscal years indicated.

 ACCOUNTING FEES AND SERVICES

 2023

 2022

 Audit fees

 $
 44,000

 $
 48,550

 Tax fees

 -

 -

 Total

 $
 44,000

 $
 48,550

 The
category of "Audit fees" includes fees for our annual audit, quarterly reviews and services rendered in connection
with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 All
above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such
services by Assurance Dimensions, Inc. and D. Brooks and Associates CPAs, was compatible with the maintenance of the firm's independence
in the conduct of the audits.

 All
Other Fees

 The
Company did not incur any other fees related to services rendered by our principal accountants for the fiscal years ended December 31,
2023 and 2022.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 The
following are filed as part of this report:

 (a)Financial
Statements

 The
financial statements of the Company and Report of Independent Registered Public Accounting Firm are presented in the "F"
pages of this Report.

 (b)
Exhibits

 The
following exhibits are filed or "furnished" herewith:

 EXHIBIT

 Exhibit

 Number

 Description

 3.1

 Amended and Restated Articles of Incorporation filed on July 5, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 3.2

 Amended and Restated Bylaws effective as of March 23, 2017 (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 3.3

 Certificate of Designations of Preferences and Rights of Series A Preferred Stock of the registrant. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on For 8-K filed with the SEC March 17, 2020).

 3.4

 Restated Certificate of Designations of Preferences and Rights of Series A Preferred Stock amended on June 14, 2022 (Incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on June 14, 2022).

 10.1+

 Form of Executive Employment Agreement and Amendment (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.2+

 Form of Consulting Agreement and Amendment (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.3

 Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.4

 Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.5

 Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated October 26, 2017 to license the Warp-G software (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.6+

 Form of Director Services Agreement (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.7

 Form of Subscription Agreement for S-1 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.8+

 Form of Amendment to Employment Agreement entered into between Webstar Technology Group, Inc. and Executive (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.9

 Amendment dated May 12, 2018 to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2017 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on December 28, 2017).

 10.10

 Second Amendment to Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as of June 30, 2018 (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

 10.11

 Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Gigabyte Slayer software (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

 10.12

 Second Amended and Restated Letter of Intent between Soft Tech Development Corporation and Webstar Technology Group, Inc. dated September 28, 2018 to license the Warp-G software (incorporated by reference to Exhibit 10.23 to the Company's Registration Statement (SEC File No. 333-222325) on Form S-1 filed with the SEC on October 30, 2018).

 10.13

 Form of Employment Agreement. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on For 8-K filed with the SEC on July 3, 2019).

 10.14

 Promissory Note Issued March 25, 2019. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on July 3, 2019).

 10.15

 Amendment to Promissory Note dated December 6, 2019 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on December 17, 2019).

 10.16

 Employment Agreement between the registrant and James Owens dated January 1, 2020. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on For 8-K filed with the SEC March 3, 2020).

 10.17

 Employment Agreement between the registrant and Don Roberts dated January 1, 2020. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on For 8-K filed with the SEC March 3, 2020).

 10.18

 Employment Agreement between the registrant and Harold Hutchins dated January 1, 2020. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on For 8-K filed with the SEC March 3, 2020).

 10.19

 Assignment of All Employment and Consulting Agreements and Transfer and Assumption of All Liabilities Associated Therewith Agreement between the registrant and James Owens dated February 21, 2020. (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC March 3, 2020).

 10.20

 Subscription Agreement between the registrant and James Owens for Series A Preferred Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on For 8-K filed with the SEC March 17, 2020).

 10.21

 Subscription Agreement between the registrant and James Owens for Common Stock dated December 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on For 8-K filed with the SEC March 17, 2020).

 10.22

 Exclusive Technology Marketing and License Agreement dated April 21, 2020 by and between the Company and Soft Tech Development Corp. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on April 23, 2020).

 10.23+

 Second Amended and Restated Marketing and License Agreement dated July 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on July 18, 2022).

 10.24

 Settlement Agreement to Compromise Debt dated June 3, 2022 (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on June 9, 2022).

 10.25

 Convertible Promissory Note dated June 3, 2022 (Incorporated by reference to the Company's Form 8-K filed with the SEC on June 9, 2022).

 10.26+

 Amended Executive Employment Agreement dated June 3, 2022 (Incorporated by reference to the Company's Form 8-K filed with the SEC on June 9, 2022).

 10.27

 Stock Option Grant to Officer dated December 9, 2021 (Incorporated by reference to the Company's Form 8-K filed with the SEC on December 13, 2021).

 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*

 101.SCH*

 101.CAL*

 101.LAB*

 101.PRE*

 101.DEF*

 *

 Filed
 herewith.

 +

 Management
 contract or compensatory plan or arrangement.

 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.

 Dated:
 March 29, 2024

 By:

 /s/
 Don D. Roberts

 Don
 D. Roberts

 Chief
 Executive Officer

 (principal
 executive officer)

 Dated:
 March 29, 2024

 By:

 /s/
 Adrienne Anderson

 Adrienne
 Anderson

 Interim
 Chief Financial Officer

 (principal
 financial and accounting officer)

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.

 Name

 Title
 and Date

 /s/
 James Owens

 Dated: March 29, 2024

 James
 Owens

 /s/
 Michael Hendrickson

 Dated: March 29, 2024

 Michael
 Hendrickson

 /s/
 Sanford Simon

 Dated: March 29, 2024

 Sanford
 Simon

 to Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB: 5036)

 Report of Independent Registered Public Accounting Firm (PCAOB: 4048)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements of Stockholders' Deficit for the Years Ended December 31, 2023 and 2022

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors of

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet of Webstar Technology Group, Inc. (the Company) as of December 31, 2023, and the related
statement of operations, stockholders' deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023, and the results of its operations and its cash flows for year ended December 31, 2023,
in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph- Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 of the financial statements, the Company suffered recurring losses from operations and has a significant accumulated deficit. In addition,
the Company continues to experience negative cash flows from operations. The Company's ability to continue as a going concern is
dependent on continued support from a related party. These factors raise substantial doubt about the Company's ability to continue
as a going concern. This gives rise to substantial doubt about the Company's ability to continue as a going concern for a period
of twelve months after the issuance of these financial statements. Management's plans in
regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.

 We
determined that there were no critical audit matters.

 /s/
 Assurance Dimensions

 We
 have served as the Company's auditor since 2023.

 Margate,
 Florida

 March
 29, 2024

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Webstar Technology Group, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet of Webstar Technology Group, Inc. (the Company) as of December, 2022 and the related
statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2022 and the related
notes (collectively referred to as the financial statements).

 In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022, and the results of its operations and its cash flows for the years ended December 31, 2022, in conformity
with accounting principles generally accepted in the United States of America.

 Substantial
Doubt Regarding Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 of the financial statements, the Company suffered recurring losses from operations and has a significant accumulated deficit. In addition,
the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
of Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit
provide a reasonable basis for our opinion.

 We
have served as the Company's auditor since 2019.

 Palm
Beach Gardens, Florida

 April
14, 2023

 F- 3

 Balance
Sheets

 2023

 2022

 December 31,

 2023

 2022

 ASSETS

 Current assets

 Cash

 $

 $

 Prepaid expenses

 Total current assets

 Right-of-use assets

 -

 2,347

 Intangible asset - net of accumulated amortization of $ 16,800 and $ 15,200 at December 31, 2023 and 2022, respectively

 -

 1,600

 Total assets

 $

 $
 4,623

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable

 $
 24,981

 $
 44,343

 Accrued salaries and related expenses

 3,074,406

 2,349,874

 Accrued interest – related party

 43,989

 50,556

 Due to stockholders

 228,674

 96,753

 Lease liability

 -

 1,660

 Convertible
 note payable – related party

 1,000,000

 -

 Total current liabilities

 4,372,050

 2,543,186

 Convertible note payable – related party

 -

 1,101,000

 Lease liability – net of current portion

 -

 Total liabilities

 4,372,050

 3,644,915

 Commitments and contingences (Note 7)

 -

 Stockholders' deficit

 Preferred stock, $ 0.0001 par value; Authorized 1,000,000 shares; 1,000 designated Series A Preferred, 1,000 issued and outstanding as of December 31, 2023 and 2022

 -

 -

 Common stock, $ 0.0001 par value; Authorized 300,000,000 shares; 158,271,000 and 139,900,000 issued and outstanding as of December 31, 2023 and 2022, respectively

 15,827

 13,990

 Additional paid-in-capital

 38,750,207

 38,568,334

 Accumulated deficit

 ( 43,137,416
)

 ( 42,222,616
)

 Total stockholders' deficit

 ( 4,371,382
)

 ( 3,640,292
)

 Total liabilities and stockholders' deficit

 $

 $
 4,623

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

 F- 4

 Statements
of Operations

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Revenue

 $
 -

 $
 -

 Cost of sales

 -

 -

 Gross profit

 -

 -

 Operating expenses

 Salaries and related expenses

 754,932

 16,985,524

 General and administrative

 83,724

 88,127

 Total operating expenses

 838,656

 17,073,651

 Operating loss

 ( 838,656
)

 ( 17,073,651
)

 Other expense

 Loss on extinguishment of debt with a related party

 -

 ( 13,896,333
)

 Interest expense – related party

 ( 76,144
)

 ( 50,556
)

 Total other expense

 ( 76,144
)

 ( 13,946,889

 Net loss before income taxes

)

)

 Income tax expense

 -

 -

 Net loss

 $
)

 $
)

 Net loss per share-basic and diluted

 $
 ( 0.01
)

 $
 ( 0.22
)

 Weighted average shares outstanding – basic and diluted

 151,677,573

 139,900,000

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

 F- 5

 Statements
of Stockholders' Deficit

 For
the Years Ended December 31, 2023 and 2022

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Preferred Stock

 Common Stock

 Additional
 Paid-in-

 Accumulated

 Total
 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance at December 31, 2021

 1,000

 $
 -

 139,900,000

 $
 13,990

 $
 8,070,633

 $
 ( 11,202,076
)

 $
 ( 3,117,453
)

 Extinguishment of liabilities and stock-based compensation with related party

 -

 -

 -

 -

 30,497,701

 -

 30,497,701

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance at December 31, 2022

 1,000

 -

 139,900,000

 13,990

 $
 38,568,334

 ( 42,222,616
)

 ( 3,640,292
)

 Partial conversion of convertible note payable to related party

 -

 -

 18,371,000

 1,837

 181,873

 -

 183,710

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance at December 31, 2023

 1,000

 $
 -

 158,271,000

 $
 15,827

 $
 38,750,207

 $
 ( 43,137,416
)

 $
 ( 4,371,382
)

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

 F- 6

 Statements
of Cash Flows

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Cash flows from operating activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to cash used in operating activities

 Stock based compensation expense

 -

 16,071,084

 Loss on extinguishment of debt with a related party

 13,896,333

 Amortization expense

 1,600

 1,600

 Change in assets and liabilities

 Prepaid expenses

 -

 1,665

 Accounts payable

 ( 19,362
)

 1,174

 Accrued salaries and related expenses

 724,532

 823,241

 Accrued interest – related party

 76,143

 50,556

 Lease liabilities

 ( 42
)

 ( 30
)

 Net cash used in operating activities

 ( 131,929
)

 ( 174,917
)

 Cash flows from financing activities

 Advances from stockholders

 135,921

 174,656

 Repayments to stockholders

 ( 4,000
)

 -

 Net cash provided by financing activities

 131,921

 174,656

 Net decrease in cash

 ( 8
)

 ( 261
)

 Cash at beginning of the year

 Cash at end of the year

 $

 $

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income taxes

 $
 -

 $
 -

 Schedule of non-cash financing activities

 Conversion of convertible note payable and accrued interest – related party into common stock

 $
 183,710

 $
 -

 Reclassifications of accrued salary and related expenses and advances due to related party to additional paid-in-capital upon settlement

 $
 -

 $
 530,283

 Issuance of convertible note payable for accrued salary and advances due to related party

 $
 -

 $
 1,101,000

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

 F- 7

 WEBSTAR
TECHNOLOGY GROUP, INC.

 NOTES
TO FINANCIAL STATEMENTS

 December 31, 2023 and 2022

 NOTE
1 - DESCRIPTION OF BUSINESS

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. The Company completed the license of Gigabyte Slayer and WARP-G software on April 21, 2020 and is now seeking to sub-license
the software.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("US GAAP").

 Liquidity,
Going Concern and Uncertainties

 These
financial statements have been prepared in conformity with US GAAP, which contemplates 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 December 31,
2023, the Company had an accumulated deficit of $ 43,137,416, and has incurred a net loss of $ 914,800 for the year ended December 31,
2023. Additionally, the Company generated a negative cash flow from operations of $ 131,929 for the year ended December 31, 2023, and
the Company's working capital at December 31, 2023 was a negative $ 4,371,382. Based on the current business plans and the Company's
operating requirements, management believes that the existing cash at December 31, 2023 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
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 and 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
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.

 F- 8

 Use
of Estimates

 The
preparation of the financial statements in conformity with US GAAP 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 financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these
estimates. Certain of the Company's 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, fair value of preferred stock, and a convertible note payable issued to a related party.

 Fair
Value of Financial Instruments and Fair Value Measurements

 The
carrying amounts reported in the balance sheet for cash, accounts payable, accrued expenses, and due to stockholder approximate their
fair value based on the short-term maturity of these instruments. The carrying amount reported in the balance sheet for the convertible
note payable-related party approximates its fair value based on the valuation on the issue date as discussed in Note 3 below. The Company
did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2023 or
2022.

 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, 2023 and 2022. The Company maintains its cash in banks and financial institutions that
at times may exceed federally insured (FDIC) limits. At December 31, 2023 and 2022, the Company did not have any cash balances in excess
of FDIC limits nor has the Company experienced any losses in such accounts through December 31, 2023.

 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. I The Company monitors accounts receivable and provides allowances for expected credit losses when considered
necessary.. Accounts receivable were $ 0 at December 31, 2023 and 2022. No allowance for credit losses was required at December 31, 2023
nor December 31, 2022.

 As
of December 31, 2023 and 2022, and for the years then ended, the Company had no customers or revenue.

 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 consolidated 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 consolidated statements of operations.

 The
Company transferred its leased copy machine to a related party on April 1, 2023. As of December 31, 2023, the Company has no leased assets.
There was no gain or loss to the Company related to the transfer of the lease.

 F- 9

 Intangible
Assets

 Intangible
assets are initially capitalized at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable
costs of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance
of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs
associated with maintaining the computer software are recognized as an expense when incurred. Computer software is subsequently carried
at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line
method over their estimated useful lives of five years. The amortization period and amortization method of intangible assets other than
goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognized in earnings when the changes arise.
The Company incurred amortization expense of $ 1,600 for each of the years ended December 31, 2023 and 2022.

 Revenue
Recognition

 The
Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which the entity expects to receive in exchange for those goods or services. The Company anticipates receiving revenue from licensing
its software to customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the
scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract;
(ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context
of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the
transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance
obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration
it is entitled to in exchange for the goods or services it transfers to the customer.

 The
Company recognized no revenue from licensing fees during each of the years ended December 31, 2023 and 2022, respectively.

 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.

 On
June 3, 2022, the Company entered into a settlement agreement with Mr. James Owens, the founder, controlling stockholder, and chairman
of the board of directors of the Company, whereby Mr. Owens was issued a two-year convertible note payable in the amount of $ 1,101,000
in exchange for 1) the elimination of the "Due to stockholder" liability balance of $ 756,450 on the date of the settlement
agreement, 2) the 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) an amended employment agreement to set his salary at $ 1 per year beginning in June of 2022.
The convertible note bears interest at the rate of eight percent ( 8 %) per annum.

 The
Company believes the convertible note's standalone value to be minimal given the current financial position of the Company. Therefore,
the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be
converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance
shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable
measure of fair value. The Company's market price for one share of common stock was $ 0.287 resulting in a fair value of the convertible
note of $ 31,598,700.

 F- 10

 The
convertible note fair value was allocated pro-rata between the two instruments being extinguished with the resulting difference being
recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination
of accrued salary and related expenses owed is $ 16,071,084 for the year ended December 31, 2022 in the accompanying statements of operations
(see Note 3).

 Stock
compensation expense was $ 0 and $ 16,071,084 for the years ended December 31, 2023 and 2022, respectively.

 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 December 31, 2023 and December 31, 2022, the Company does not
believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

 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 were dilutive.

 As
of December 31, 2023 and 2022, the Company had a convertible note payable outstanding with a related party. For the year ended December
31, 2023, the note was convertible into 100,000,000 shares of common stock. For the year ended December 31,2022, the note was convertible
into 110,100,000 shares of common stock (see Note 3). The dilutive securities have been excluded from loss per share as the inclusion
would be anti-dilutive.

 Recently
Issued Accounting Pronouncements

 Recent
Accounting Pronouncements - Adopted

 In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available
for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in
current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit
losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected
to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however
Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU affects entities holding
financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans,
debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other
financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective
for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Effective January 1, 2023, the
Company adopted this ASU. The adoption did not have an effect on our financial statements as we have no outstanding receivables.

 F- 11

 Recent
Accounting Pronouncements - Not Yet Adopted

 In
December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
 (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires
public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance
requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based
on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations
by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any
reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning
after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt
this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have
a financial statement disclosure impact only and is not expected to have a material impact on the Company's financial statements.

 In
November 2023 the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will
now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the
ASU, a significant segment expense is an expense that is:

 significant
 to the segment,

 regularly
 provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and

 included
 in the reported measure of segment profit or loss.

 The
ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning
after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively
unless it's impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU
2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company's
financial statements.

 The
Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not
specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on
our financial condition or results of operations.

 NOTE
3 – RELATED PARTY TRANSACTIONS

 Due
to Stockholders

 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 year ended December 31, 2023, Mr. Owens loaned the Company $ 99,921 and we repaid him
$ 4,000 toward the balance outstanding from these advances.

 During
the year ended December 31, 2023, one of our directors and stockholders, Mr. Michael Hendrickson, advanced us $ 36,000 for working capital
needs.

 The
financial statements reflect a "Due to stockholders" liability which was $ 228,674 and $ 96,753 at December 31, 2023 and 2022,
respectively, representing advances that remain due to Mr. Owens and Mr. Hendrickson. The advances outstanding from both related parties
are pursuant to an oral agreement, are non-interest bearing and payable upon demand.

 F- 12

 Convertible
Note Payable

 On
June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note
payable in the amount of $ 1,101,000 in exchange for 1) the elimination of the "Due to stockholder" liability balance of $ 756,450
on the date of the settlement agreement, 2) the 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) an amended employment agreement to set his salary at $ 1
per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent ( 8 %) per annum. The interest is
accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning
three days after the note issue date at a rate of $ 0.01 per share for the Company's common stock. Mr. Owens subsequently transferred
the note to the Frank Perone Trust, which he controls.

 On
May 15, 2023, the Frank Perone Trust partially converted $ 101,000 of the note's principal and $ 82,710 of accrued interest into
 18,371,000 shares of the Company's common stock at the conversion rate of $ 0.01 per share, in accordance with the Note's
convertible provision. There was no gain or loss related to the partial conversion.

 As
of December 31, 2023 and 2022, $ 1,000,000
and $ 1,101,000,
respectively, of the note's principal remains outstanding and matures June 3, 2024. Accrued interest related to this note was $ 43,989
and $ 50,556
as of December 31, 2023 and 2022, respectively, on the accompanying balance sheets. Interest expense – related party was
$ 76,144
and $ 50,556
for the years ended December 31, 2023 and 2022, respectively, on the accompanying statements of operations.

 The
Company believes the convertible note's standalone value to be minimal given the current financial position of the Company. Therefore,
the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be
converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance
shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable
measure of fair value. The Company's market price at date of issue for one share of common stock was $.287 resulting in a fair
value of the convertible note of $ 31,598,700 at date of issue.

 With
the valuation of the convertible note determined, the convertible note fair value was allocated pro-rata between the two instruments
being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the
convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $ 0 and $ 16,071,084 for the years
ended December 31, 2023 and 2022, respectively, in the accompanying statements of operations. Loss on extinguishment of debt relative
to the convertible note issued in exchange for advances owed to Mr. Owens is $ 0 and $ 13,896,333 for the years ended December 31, 2023
and 2022, respectively.

 The
Company notes that if a convertible debt instrument is issued at a substantial premium compared to the principal (or par) amount to be
settled at maturity, ASC 470-20-25-13 indicates that there is a presumption that the premium should be recognized in equity as paid-in
capital, if substantial. Such is the case here. The convertible note was recorded at $ 1,101,000 on the accompanying balance sheet at
December 31, 2022, and additional paid-in-capital was increased by $ 30,497,701, which also includes the $ 530,284 of total liabilities
outstanding with Mr. Owens in excess of the face value of the convertible note of $ 1,101,000 on the accompanying balance sheet as of
December 31, 2022.

 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 former Chief Financial Officer, and James Owens as its Chief
Technology Officer. The details of these agreements are found in Note 7 below (Commitments). The agreements provide for salaries of
$ 350,000
and auto allowances of $ 12,000
per year for each of the executives. Mr. Owens' employment agreement was amended on June 3, 2022 reducing his salary to $ 1
per year with no auto allowance. As of December 31, 2023 and 2022, the accrued salaries resulting from these employment agreements
were $ 2,538,000
and $ 1,866,000,
respectively, and the accrued auto allowances were $ 73,800
and $ 52,200,
respectively, which have been included in accrued salaries and related expenses on the accompanying balance sheets. As of December
31, 2023 and 2022, the accrued salaries and related expenses also includes accrued salaries of $ 309,444
due under an employment agreement that ended in prior year. As of December 31, 2023 and 2022, payroll taxes in the amount of $ 153,162
and $ 122,230,
respectively, have also been accrued related to these employment agreements. The salaries and related expenses related to these
agreements for the years ended December 31, 2023 and 2022, were $ 754,932
and $ 914,440,
respectively, and have been presented as salaries and related expense on the accompanying statements of operations. During the years
ended December 31, 2023 and 2022, Mr. Hutchins was paid $ 28,000
and $ 84,000,
respectively, of his salary and $ 2,400
and $ 7,200
in auto allowances, respectively. See disclosure above for accrued salary and related expenses settled with Mr. Owens during the
year ended December 31, 2022.

 F- 13

 The
employment agreements contain a termination provision that states if employment is terminated by the Company, without cause, the employee
is entitled to severance pay equal to one year of the employee's annual salary. If the termination is due to a change of control,
the employee is entitled to severance pay equal to two years of the employee's salary. See Note 7. The CEO, CFO and Board of Directors
do not anticipate the termination of either of these agreements without cause or that there will be a change of control and therefore,
have not accrued any provision for the termination of the employment agreements.

 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. As of December 31, 2023, no amounts have been paid on the license agreement as the events
triggering the license fees have not occurred nor have any net sales of the Licensed Software been generated.

 NOTE
4 – LEASES

 As
of December 31, 2023, the Company has no leases. The Company transferred its copy machine and related lease to the Frank Perone Trust,
a related party. There was no gain or loss associated with the transfer of the lease. We removed the operating lease liability and right
of use asset from our balance sheet at the time of transfer.

 As
of December 31, 2022, the Company had 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 years ended December 31, 2023 and 2022,
the Company recorded $ 430 and $ 1,752, respectively, as operating lease expense which is included in general and administrative expenses
on the statements of operations. As of December 31, 2023 and 2022, the unamortized right-of-use assets resulting from the lease was $ 0
and $ 2,347, respectively, and the lease liabilities were $ 0 and $ 2,389, respectively.

 NOTE
5 – STOCKHOLDERS' DEFICIT

 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. As of December 31, 2023, all 1,000 authorized Series A Preferred Stock
are issued and outstanding and held by James Owens.

 F- 14

 Common
Stock

 As
of December 31, 2023 and 2022, the Company had 158,271,000 and 139,900,000 issued and outstanding shares of common stock. On May 15,
2023, 18,371,000 shares of the Company's common stock were issued to the Frank Perone Trust for a partial conversion of a convertible
note pursuant to the conversion provisions of the note (see Note 3). There were no issuances of common stock during the year ended December
31, 2022.

 Settlement
Agreement

 On
June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note
payable in the amount of $ 1,101,000 in exchange for 1) the elimination of the "Due to stockholder" liability balance of $ 756,450
on the date of the settlement agreement, 2) the 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) an amended employment agreement to set his salary at $ 1
per year beginning in June of 2022. As a result of this agreement, additional paid-in-capital was increased by $ 30,497,701 on the accompanying
balance sheet as of December 31, 2022 (see Note 3 for details of this agreement).

 NOTE
6 – INCOME TAXES

 Deferred
income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.

 The
effective tax rate on the net loss before income taxes differs from the U.S. and State statutory rates as follows:

 SCHEDULE
OF EFFECTIVE TAX RATE ON NET LOSS

 12/31/2023

 12/31/2022

 U.S statutory rate

 21.000
 %

 21.000
 %

 Florida state corporate income tax rate

 5.5
 %

 5.5
 %

 Total statutory tax rates

 26.5
 %

 26.5
 %

 Less valuation allowance

 - 26.5
 %

 - 26.5
 %

 Net

 -

 -

 At
December 31, 2023, the Company has a tax loss carryover of approximately $ 1,453,000 available to offset future income for income tax
reporting purposes. Loss carryovers of approximately $ 107,000 generated prior to January 1, 2018 begin to expire in 2025 through 2027.
Loss carryovers of $ 1,346,000 generated in tax years 2018 – 2023 can be used indefinitely but have annual limitations of 80% of
the Company's taxable income applicable to tax years beginning after December 31, 2020. A valuation allowance is required to reduce
the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.

 The
ultimate realization of deferred tax assets depends on the generation of future taxable income during those periods in which those temporary
differences are deductible. After consideration of all the evidence, both positive and negative, management has determined that a full
valuation allowance is necessary against the deferred tax assets arising from the net operating losses as of December 31, 2023 and 2022
due to the uncertainty of the Company being able to generate future taxable income.

 The
Company's policy regarding income tax interest and penalties is to expense those items as general and administrative expense but
to identify them for tax purposes. During the years ended December 31, 2023 and 2022, there was no income tax, or related interest and
penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal
jurisdiction and Wyoming and Florida state jurisdictions.

 F- 15

 NOTE
7 – 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.

 Mr.
Owens' employment agreement was amended on June 3, 2022 reducing his salary to $ 1 per year with no auto allowance.

 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.

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. Mr. Hutchins submitted his
resignation to the Company effective on February 14, 2024 with an effective date of March 4, 2024.

 Refer
to Note 3 for amounts related to the Owens, Roberts, and Hutchins employment agreements included in the accompanying financial statements.

 NOTE
8 – SUBSEQUENT EVENTS

 Mr.
James Owens, the Chairman of the Board, Chief Technology Officer, founder, and controlling stockholder of the Company, loaned the Company
$ 52,067 subsequent to December 31, 2023 through the date of this report.

 Mr.
Hutchins, our former CFO, submitted his resignation to the Company effective on February 14, 2024 with an effective date of March 4,
2024. We have engaged an external consultant to take over the responsibilities of the CFO.

 F- 16