Webstar Technology Group Inc. (Form: S-1, Received: 12/28/2017 15:35:40)

As filed with the Securities and Exchange Commission [ ], 2017

Registration Statement No. 333-_____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Webstar Technology Group, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

7372

37-1780261

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

4231 Walnut Bend

Jacksonville, Florida 32257

(800) 608-6344

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Joseph P. Stingone, Sr.

Chief Executive Officer

Webstar Technology Group, Inc.

4231 Walnut Bend, Jacksonville, Florida 32257

(800) 608-6344

(Name, address and telephone number of agent for service)

With copies to:

Laura Anthony, Esq.

Lazarus Rothstein, Esq.

Legal & Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

(561) 514-0936

Approximate date of proposed sale to public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: [ ]

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]
Emerging Growth Company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

CALCULATION OF REGISTRATION FEE

Title of Class of

Securities to be Registered

Amount to be Registered ⁽¹⁾

Proposed Maximum

Aggregate Price Per Share ⁽²⁾

Proposed Maximum

Aggregate Offering

Price ⁽²⁾

Amount of Registration Fee ⁽¹⁾

Common Stock offered by Company

20,000,000

1.00

20,000,000

2,490

Total

(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 under the Securities Act of 1933 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416.

(2) Estimated solely for purposes of calculating the registration fee under Rule 457(a) of the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED ____, 2017

A Minimum of 3,000,000 and a maximum of 20,000,000 Shares of Common Stock

Webstar Technology Group, Inc.

4231 Walnut Bend

Jacksonville, Florida 32257

(800) 608-6344

Purchase Price: $1.00 per share

Minimum Offering: $ 3,000,000

Maximum Offering: $20,000,000

This is the initial public offering of our shares of our common stock. We are offering for sale a minimum of 3,000,000 and a maximum of 20,000,000 shares of common stock at a fixed price of $1.00 per share for the duration of this offering (the “Offering”). Prior to this Offering, no public market has existed for our common stock. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by the OTC Markets Group. There is no assurance that the shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangement with any market makers to quote our shares.

The Offering is a direct public offering being conducted on a self-underwritten, “best efforts, minimum-maximum” basis which means (i) we will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by the company. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. Our executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares under this Offering.

Until the company has received subscriptions and payment for a minimum of 3,000,000 shares ($3,000,000) subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by Legal & Compliance, LLC, as escrow agent. After closing on the minimum offering, subscription proceeds will not be deposited into the escrow account and held in escrow, but rather, will be paid directly to us.

The shares will be offered for sale for a period of 180 days from the date of this prospectus, unless extended by our board of directors for a period or periods of up to an aggregate of an additional 180 days. If a minimum of 3,000,000 shares is not sold within the time period established by our board of directors, we will terminate this offering and all money received will be promptly refunded to investors without deduction. We will not charge fees on funds returned if the minimum offering is not reached. Once the minimum of 3,000,000 shares is reached, any subsequent subscription proceeds will be paid directly to us and will not be held in a segregated or escrow account.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and as such, may elect to comply with certain reduced public company reporting requirements for future filings.

The purchase of the shares of common stock offered through this prospectus involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning at page 9.

THE SECURITIES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

The date of this prospectus is ____________, 2017

TABLE OF CONTENTS

	Page
MARKET AND INDUSTRY DATA AND FORECASTS	4
TRADEMARKS AND COPYRIGHTS	4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	5
PROSPECTUS SUMMARY	5
SUMMARY HISTORICAL FINANCIAL DATA	9
RISK FACTORS	9
PLAN OF DISTRIBUTION	21
USE OF PROCEEDS	24
DIVIDEND POLICY	24
CAPITALIZATION	24
MARKET PRICE FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	26
DETERMINATION OF OFFERING PRICE	26
DILUTION	26
DESCRIPTION OF BUSINESS	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
DIRECTORS AND EXECUTIVE OFFICERS	42
EXECUTIVE COMPENSATION	48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	53
DESCRIPTION OF SECURITIES	56
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
LEGAL MATTERS	57
EXPERTS	57
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	57
WHERE YOU CAN FIND ADDITIONAL INFORMATION	58
INDEX TO FINANCIAL STATEMENTS	F-1

MARKET AND INDUSTRY DATA AND FORECASTS

Certain market and industry data included in this prospectus is derived from information provided by third-party market research firms or third-party financial or analytics firms that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third-party information. The market data used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “ Cautionary Statement Regarding Forward-Looking Statements ” and “ Risk Factors ” in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Certain data are also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources.

TRADEMARKS AND COPYRIGHTS

We do not currently own or have rights to trademarks or trade names other than our corporate name, logos and website names. In addition, we do not currently own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Some forward-looking statements appear under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this prospectus.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this prospectus in the sections captioned “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business.” Some of the factors that we believe could affect our results include future business and financial performance or conditions, anticipated sales growth across markets, distribution channels and product categories, competition from larger, more established companies with greater economic resources than we have, expenses and gross margins, profits or losses, new product introductions, financing and working capital requirements and resources, control by our principal equity holders and the other factors set forth herein, including those set forth under “Risk Factors.”

There are likely other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us in this prospectus apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

PROSPECTUS SUMMARY

This summary highlights material information concerning our business and this offering. This summary does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus and the information incorporated by reference into this prospectus, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

In this prospectus, unless the context indicates otherwise, “Webstar” the “Company,” “we,” “our,” “ours” or “us” refer to Webstar Technology Group, Inc., a Wyoming corporation.

Our Company

We were organized as a Wyoming corporation on March 10, 2015. We have had limited operations and have limited capital resources. Our amended and restated articles of incorporation provide for the issuance of up to 300,000,000 shares of common stock, par value $0.0001 and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this prospectus there are 97,300,000 shares of our common stock issued and outstanding. Our amended and restated articles of incorporation provide for the issuance of 1,000,000 shares of preferred stock and no other class of equity securities. No shares of preferred stock have been issued.

We were established to commercialize software solutions that we plan to license or acquire. Since inception, we signed two letters of intent to license proprietary software from a related party; i.e., Gigabyte Slayer and WARP-G and purchase the Webstar eCampus virtual classroom access platform. We have been focused in large part on our organizational activities and the development of our 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, 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, both transactions of which are expected to occur after this offering, Further, we signed an Intellectual Property Purchase Agreement to acquire the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party, which we expect to occur following the completion of this Offering.

Our principal office is located at Webstar Technology Group, Inc., 4231 Walnut Bend, Jacksonville, Florida 32257 and our telephone number is (800) 608-6344. 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 prospectus.

Emerging Growth Company Status

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 shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of 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 Securities Exchange Act of 1934, as amended (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 we 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.

The Offering

Issuer		Webstar Technology Group, Inc.

Common stock		Up to 20,000,000 shares of common stock offered by us with a minimum offering of 3,000,000 shares of common stock.

Common stock outstanding before this offering		97,300,000 shares

Common stock to be outstanding after this offering.		137,300,000 shares*

Offering price per share of common stock		Shares offered by us: $1.00. See “Plan of Distribution.”

Total Offering		A minimum of 3,000,000 shares ($3,000,000) and a maximum of 20,000,000 shares ($20,000,000)

Proposed U.S. quotation		We intend to apply for quotation of our common stock on the OTCQB Marketplace under the symbol “WBST” after we register our common stock under the Securities Exchange Act of 1934, as amended (“Exchange Act”), following the termination of this offering. In other words, we are not subject to the requirements of the Exchange Act by reason of this offering. There is no assurance that our common stock will be quoted or that our application will be approved by the OTC Markets Group for quotation on the OTCQB.

Plan of Distribution		The Offering is a direct public offering being conducted on a self-underwritten, “ best efforts, minimum-maximum ” basis, which means (i) we will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by us. The intended methods of communication with potential investors include, without limitation and personal contacts. Our executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares in this offering. Until the company has received subscriptions and payment for a minimum of 3,000,000 shares ($3,000,000) subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by the law firm of Legal & Compliance, LLC, as escrow agent. After closing on the minimum offering, subscription proceeds will not be deposited into the escrow account and held in escrow, but rather, will be paid directly to the company. In offering the shares on our behalf, our executive officers and directors will rely on the “ safe harbor ” provisions of SEC Rule 3a4-1, promulgated under the Exchange. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in the sale of the securities of such issuer. The shares will be offered for sale for a period of 180 days from the date of this prospectus, unless extended by our board of directors for period or periods of up to an aggregate of an additional 180 days.

		*Includes 17,000,000 shares issuable to Webstar Networks Corporation (“Webstar Networks”) in connection with the purchase of the Webstar eCampus software and 3,000,000 shares issuable by us pursuant to agreements we have entered into with officers, directors and consultants to our company. Amount excludes up to 15,000,000 shares that may be issued upon exercise of stock options that may be issued to Soft Tech Development Corporation (“Soft Tech”) as partial consideration for technology services to be provided to us. See “ Description of Business - Technology Services Agreement” and 300,000 shares issuable upon exercise of stock options we plan to award to certain of our directors.

The Company

Organization		We were incorporated under the laws of the State of Wyoming on March 10, 2015. Our principal office is located at 4231 Walnut Bend, Jacksonville, Florida 32257. Our telephone number is (800) 608-6344.

Capitalization		Our amended and restated articles of incorporation provide for the issuance of up to 300,000,000 shares of common stock, par value $0.0001. As of the date of this prospectus there are 97,300,000 shares of our common stock issued and outstanding. We will issue 17,000,000 shares to Webstar Networks in connection with the purchase of the Webstar eCampus software, 3,000,000 shares of our common stock issuable by us pursuant to agreements we have entered into with officers, directors and consultants to our company and up to 300,000 shares issuable upon exercise of stock options we plan to award to certain of our directors. Our amended and restated articles of incorporation provide for the issuance of 1,000,000 shares of preferred stock and no other class of equity securities. No shares of preferred stock have been issued.

Management		Our Chairman, President and Chief Executive Officer is Joseph P. Stingone, Sr. Our Chief Financial Officer is Nan A. Kreamer. Our Chief Marketing Officer is Eugene Fedele and our Chief Technology Officer is David Herzfeld. Messrs. Stingone, Dr. England, Dr. Landmann, Hendrickson, Almerico and Harrington serve as our Board of Directors.

Dividend Policy		We have never paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. See “ Dividend Policy .”

Going Concern		Management has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact that to date we have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We have an accumulated deficit of $3,467,223 at June 30, 2017 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations. These factors raise substantial doubt that we will be able to continue as a going concern.

Our business		Since inception, we have been focused in large part on organizational activities and the development of our business plans to license the Gigabyte Slayer software application from a related party that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology, to license the WARP-G software application from a related party 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 and to acquire the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party, which should occur following the completion of this Offering. We plan to complete these transactions using a portion of the proceeds we raise in this offering. See “Description of Business – Purchase of Webstar eCampus Assets,” “Description of Business –Software Licenses” and “Use of Proceeds”. As of June 30, 2017, we have generated an accumulated deficit of $3,467,223.

Use of proceeds		We expect to receive proceeds from our direct public offering of a minimum of $3,000,000 and a maximum of $20,000,000, based upon a public offering price of $1.00 per share of common stock. We intend to use the net proceeds for the following purposes in the following order: (a) first towards the fees and expenses associated with this offering of up to $59,000, including legal, auditing, accounting, escrow agent, transfer agent, financial printer and other professional fees; (b) the next $675,000 toward the license fee for the Gigabyte Slayer software; (c) the next $675,000 toward the license fee for the WarpG software; and (c) the balance of capital raised toward additional working capital and general corporate purposes. See “Use of Proceeds.”

Risk factors		See “ Risk Factors ” beginning on page 9 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.

SUMMARY HISTORICAL FINANCIAL DATA

The following table presents our summary historical financial data for the periods indicated. The summary historical financial data for the year ended December 31, 2016 and for the period from March 10, 2015 (Inception) to December 31, 2015 and the balance sheet data as of December 31, 2016 and 2015 are derived from the audited financial statements. The summary historical financial data for the six months ended June 30, 2017 and 2016 and the balance sheet data as of June 30, 2017 are derived from our unaudited financial statements.

Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes appearing elsewhere in this prospectus.

	Periods Ended December 31,						Six Months Ended June 30,
	Full year 2016			2015 since Inception			2017			2016
							(Unaudited)

Statement of Operations Data
Total operating expenses	$	1,560,647		$	1,093,694		$	812,882		$	580,617
Net loss	$	(1,560,647	)	$	(1,093,694	)	$	(812,882	)	$	(580,617	)
Net loss per share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Balance Sheet Data (at period end)
Cash	$	544		$	102		$	487
Working capital (deficit ) ⁽¹⁾	$	(2,644,611	)	$	(1,083,964	)	$	(3,457,493	)
Total assets	$	3,253		$	6,953		$	1,196
Total liabilities	$	2,647,864		$	1,090,917		$	3,458,689
Shareholders’ deficit	$	(2,644,611	)	$	(1,083,964	)	$	(3,457,493	)

(1) Working capital represents total current assets less total current liabilities.

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 prospectus, the following factors should be carefully considered by anyone purchasing the securities offered through this prospectus. 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 no 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 June 30, 2017, we have generated no revenues and incurred a loss of $3,467,223. 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 this offering should only invest if they are able to bear the loss of their entire investment.

Management has indicated in its report that there is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

Management has indicated in its report that our lack of revenues raises 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 complete planned asset purchases and to license software and operate and develop our planned businesses.

We will be totally dependent on the proceeds of this offering to enable us to cover the cost of our planned purchase and operating plan of the Webstar eCampus assets and the license of Gigabyte Slayer and WARP-G software solutions. In addition, we will require significant amounts of cash, and we may 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. The terms and/or availability of additional capital are unreliable. If we are not successful in obtaining adequate capital, we will not be able to complete our planned acquisitions and we would ultimately be unable to generate future revenues from these lines of business.

Our success is contingent on the completion of the purchase of the Webstar eCampus assets and entering into license agreements for the Gigabyte Slayer and WARP-G software and our having adequate liquidity to fund these costs and planned development and commercialization.

Our success in developing and commercializing the Webstar eCampus and the Gigabyte Slayer and WARP-G software solutions is contingent in part upon our completion of the purchase of the Webstar eCampus assets and entering into license agreements for the Gigabyte Slayer and WARP-G software. Should we be unable to complete the purchase of the Webstar eCampus assets pursuant to the asset purchase agreement we have entered into to acquire these assets or enter into license agreements for the use of the Gigabyte Slayer and WARP-G software solutions as provided for in the letters of intent discussed in this prospectus, our ability to implement our planned development and commercialization strategies and potential revenue streams would be limited, which would reduce our potential revenue and profits. In addition, our ability to complete these planned transactions are contingent upon us having sufficient liquidity to fund them. Furthermore, we may be at a disadvantage in further development, enhancement and commercialization of these technologies due to unobtainability of cash resources and competition with other entities engaged in on-line educational services and data compression software development activities, many of which have greater resources than we do.

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 more costly 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 will be unable to secure a qualification for quotation of our securities on the OTC Bulletin Board, or, if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC Bulletin Board. 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.

Presently, our Chief Executive Officer and President are full time employees of our company. However, several of the other officers and directors do not allocate all of their time to our business but intend to do so once we complete the offering and we can pursue our plan of operation. Should the business develop 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, Joseph P. Stingone, Sr. 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 these key employees in managing the proposed and planned product acquisitions, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Our management has not had experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

Our President and Chief Executive Officer, Joseph P. Stingone, Sr. is responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to our management. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We estimate that the costs to comply with SEC requirements associated with going and staying public are approximately $500,000 to be an ongoing reporting company. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

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 intend to license has been laboratory-tested and will be introduced in a substantially enhanced form and the Webstar eCampus services that we plan to purchase 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.

Following the planned purchase of the Webstar eCampus assets and license of the Gigabyte Slayer and WARP-G software, 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, especially online educational platforms and student operational applications, will be critical to our reputation and ability to attract and retain educational institutions as clients. System errors and/or failures could adversely impact our delivery of educational content to our clients’ online students. 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 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 and this offering.

An active trading market for our common stock may not develop and you may not be able to resell your shares at or above the initial offering price.

Prior to this offering, there has been no 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 initial offering price or at the time that they would like to sell. In addition, we intend to apply for quotation of our common stock on the OTCQB tier of the OTC Markets Group, Inc. Marketplace following the termination of this offering. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangement with any market makers to quote our shares. Even if we obtain quotation on the OTCQB, 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, which will adversely impact your ability to sell our shares. Purchasers will be required to wait until at least after the final termination date of this offering for such quotation, if the shares are registered under the Exchange Act. The initial offering price for shares of our common stock will be determined by us. You may not be able to sell your shares of common stock at or above the initial offering price.

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 prospectus. 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 shareholders 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.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for common stock may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our common stock is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion. The fixed offering price for our common stock has not been based on appraisals of any assets we own or may own, or of our Company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our common stock may not be supported by the current value of our Company or our assets at any particular time.

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 may 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 we have only been engaged in organizational activities, we will need to secure adequate funding for planned purchase of the intellectual property rights for the Webstar eCampus virtual classroom access platform and the Gigabyte Slayer and WARP-G application and commencement of the further development and planned operations of involving these assets. Selling additional stock, either privately or publicly, would dilute the equity interests of our shareholders. 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.

We have agreed to issue 17,000,000 shares of our unregistered Common Stock to pay for the Webstar eCampus assets, we plan to issue options to purchase 15,000,000 shares of our Common Stock as partial consideration for technology services to be provided to us by Soft Tech, agreed to issue up to 3,000,000 shares of Common Stock as compensation and award stock options to purchase up to 300,000 shares, without further approval by our shareholders. In addition, 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.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price per share will be substantially higher than the pro forma net tangible book value per share of our common stock outstanding prior to this offering. As a result, investors purchasing common stock in this offering will experience immediate dilution of $0.88 per share assuming the maximum number of shares being offered are sold. This dilution is due to the fact that our founders paid substantially less than the initial public offering price when they purchased their shares of common stock. In addition, if we issue additional equity securities, you will experience additional dilution.

Our management team will have immediate and broad discretion over the use of the net proceeds from our offering and we may use the net proceeds in ways with which you disagree.

The net proceeds from our offering will be immediately available to our management to use at their discretion. We currently intend to use the net proceeds from our offering for working capital purposes, creating and expanding our sales and marketing efforts, as well as for general corporate purposes. See “ Use of Proceeds. ” We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our shareholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

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

From time to time, certain of our shareholders 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 shareholders 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 97,300,000 shares of our common stock outstanding as of June 30, 2017. In addition, we have agreed to issue 17,000,000 shares of our Common Stock to acquire the Webstar eCampus assets, 3,000,000 unregistered shares of our Common Stock to officers, directors and consultants pursuant to consulting agreements, may award options to purchase 15,000,000 unregistered shares of our Common Stock to Soft Tech as partial consideration for information technology consulting services it will provide to us pursuant to a technology services agreement we plan to enter into with them when we license the Gigabyte Slayer and WARP-G software and purchase the Webstar eCampus assets and award options to certain members of our board of directors to purchase up to 300,000 shares of Common Stock. Rule 144 of the Securities Act of 1933 defines these unregistered shares as restricted securities. None 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 pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our Common Stock.

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.

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 $75 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 $75 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, had annual revenues of less than $50 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 shareholders 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 this registration statement is declared effective. 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 Shareholder has 99.7% of the voting rights of the Company .

James Owens owns 97,000,000 shares of our common stock representing 99.7% of the total votes on which shareholders are entitled to vote. Because Mr. Owens has 99.7% of the voting rights of our shareholders, he will be able to influence the outcome of all corporate actions requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions, which may result in corporate action with which other shareholders 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 shareholder approvals will be required.

As a result, Mr. Owens will have significant influence over our management and affairs and control over matters requiring shareholder 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 shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.

We have never paid dividends on our Common Stock and have no plans to do so in the 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 prospectus we had 97,300,000 shares of common stock outstanding, 17,000,000 shares issuable to Webstar Networks in connection with the purchase of the Webstar eCampus software, 3,000,000 shares of our common stock issuable by us pursuant to agreements we have entered into with officers, directors and consultants to our company and up to 300,000 shares issuable upon exercise of stock options we plan to award to certain of our directors. Accordingly, once all such transactions occur, we may issue up to an additional 162,400,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. 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 shareholders, at least 100 of whom are shareholders 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 shareholders of the corporation, approved at a special or annual meeting of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders. 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 shareholders 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 shareholder 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 shareholder’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 shareholders” for three years after the “interested shareholder” first becomes an “interested shareholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested shareholder” 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 shareholders.

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.

PLAN OF DISTRIBUTION

Terms of the Offering

The Offering is a direct public offering being conducted on a self-underwritten, “best efforts, minimum-maximum” basis, which means (i) we will not use the services of an underwriter and our executive officers and directors will attempt to sell the shares directly to investors; and (ii) the Offering will be terminated in the event the minimum number of subscriptions set forth herein are not received and accepted by us. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. Our executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various investor conferences. Our executive officers and directors will not receive commissions or any other remuneration from any sales of shares in this offering.

Until we receive subscriptions and payment for a minimum of 3,000,000 shares ($3,000,000), subscription proceeds will be deposited in a non-interest bearing escrow account with and held in escrow by Legal & Compliance, LLC as escrow agent. After closing on the minimum offering, subscription proceeds will not be deposited into the escrow account and held in escrow, but rather, will be paid directly to us.

In offering the shares on our behalf, our executive officers and directors will rely on the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in the sale of the securities of such issuer.

Our executive officers and directors meet the conditions of the Rule 3a4-1 exemption, as: (a) they are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act; (b) they will not be compensated in connection with their participation in the direct public offering or resale offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities; and (c) they will not be associated persons of a broker or dealer at the time of their participation in the direct public offering and resale offering. Further, our officers and directors: (a) at the end of the offerings, will continue to primarily perform substantial duties for us or on our behalf otherwise than in connection with transactions in securities; (b) are not, nor have been within the preceding twelve (12) months, a broker or dealer, and they are not, nor have they been within the preceding twelve (12) months, an associated person of a broker or dealer; and (c) they have not participated in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past twelve (12) months and they have not and will not participate in selling an offering of securities for any issuer more than once every twelve (12) months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale, an exemption from such registration is available, or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Offering Period and Expiration Date

The shares will be offered for sale for a period of one hundred and eighty (180) days from the date of this prospectus, unless extended by our board of directors for a period or periods of up to an aggregate of an additional one hundred and eighty (180) days.

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his/her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Prior to this Offering, no public market has existed for our common stock. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB tier of the OTC Markets operated by the OTC Markets Group, Inc. There is no assurance that the shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangement with any market makers to quote our shares.

The securities traded on the OTC Markets are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our common stock is ultimately quoted on the OTCQB, a purchaser of our common stock may not be able to resell their shares. Broker-dealers may be discouraged from effecting transactions in our common stock because they will be considered penny stocks and will be subject to the penny stock rules: Rules 15g-1 through 15g-9 promulgated under the Exchange Act which imposes sales practice and disclosure requirements on FINRA broker-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common stock and impede the sale of our common stock in the secondary market, assuming one develops.

Procedures for Subscribing

If you decide to subscribe for any shares in this Offering, you must:

	●	execute and deliver a subscription agreement (the “Subscription Agreement”); and

	●	deliver the subscription price to us by cashier’s check or wire transfer of immediately available funds.

The Subscription Agreement requires you to disclose your name, address, social security number, telephone number, email address, number of shares you are purchasing, and the price you are paying for your shares.

Acceptance of Subscriptions

Upon our acceptance of a subscription and receipt of full payment, and subject to the timing qualification set forth above, we shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within three (3) business days after we receive them.

ERISA Considerations

Special considerations apply when contemplating the purchase of shares of our common stock on behalf of employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts (“IRAs”) and other arrangements that are subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA, and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”). A person considering the purchase of our shares on behalf of a Plan is urged to consult with tax and ERISA counsel regarding the effect of such purchase and, further, to determine that such a purchase will not result in a prohibited transaction under ERISA, the Code or a violation of some other provision of ERISA, the Code or other applicable law. We will rely on such determination made by such persons, although no shares of our common stock will be sold to any Plans if management believes that such sale will result in a prohibited transaction under ERISA or the Code.

Foreign Regulatory Restrictions on Purchase of the Shares

We have not taken any action to permit a public offering of our common stock outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of common stock and the distribution of the prospectus outside the United States.

USE OF PROCEEDS

We intend to use the proceeds from this offering as follows:

	Minimum					50% of Maximum					75% of Maximum					Maximum
	$		% of Total			$		% of Total			$		% of Total			$		% of Total
Gross Proceeds	$	3,000,000		100.0	%	$	10,000,000		100.0	%	$	15,000,000		100.0	%	$	20,000,000		100.0	%
Offering expenses and fees	$	59,000		2.0	%	$	59,000		0.6	%	$	59,000		0.4	%	$	59,000		0.3	%
Gigabyte Slayer initial software license fee						$	675,000		6.8	%	$	675,000		4.5	%	$	675,000		3.4	%
WARP-G initial software license fee						$	675,000		6.8	%	$	675,000		4.5	%	$	675,000		3.4	%
Working capital and general corporate purposes*	$	2,941,000		98.0	%	$	8,591,000		85.8	%	$	13,591,000		90.6	%	$	18,591,000		92.9	%

*Includes payment of accrued liabilities, sales and marketing costs, salaries and benefits and operating expense.

This expected use of our net proceeds from our offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds of this offering.

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. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

CAPITALIZATION

The following table sets forth our cash and our capitalization as of June 30, 2017:

●	On an actual basis; and
●	On a pro forma as adjusted basis after giving effect to:

● the sale of a minimum of 3,000,000 shares of our common stock in this offering at an offering price of $1.00 per share and our receipt of the estimated $2,941,000 in net proceeds from this offering, after deducting estimated offering expenses payable by us;

● the sale of a maximum of 20,000,000 shares of our common stock in this offering at an offering price of $1.00 per share and our receipt of the estimated $19,941,000 in net proceeds from this offering, after deducting estimated offering expenses payable by us;

● issuance of 17,000,000 shares of our common stock for the acquisition of the Intellectual Property known as Webstar eCampus software

● issuance of 3,000,000 shares to executives, directors and consultants based on their related agreements.

	As of June 30, 2017
	(unaudited)
	Actual			Proforma Intellectual Property Acquisition of Webstar eCampus			Proforma as Adjusted Minimum			Proforma as Adjusted Maximum
Cash and cash equivalents	$	487		$	487		$	2,941,487		$	19,941,487
Shareholders’ deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and none outstanding as of June 30, 2017		-			-			-			-
Common stock, $0.0001 par value; 300,000,000 shares authorized and 97,300,000 shares issued and outstanding actual or as adjusted Common stock; $0.0001 par value*		9,730			11,430			12,030			13,730
Additional paid-in capital		-			86,300			6,026,700			23,025,000
Accumulated deficit		(3,467,223	)		(3,467,223	)		(3,467,223	)		(3,467,223	)
Total shareholders’ deficit		(3,457,493	)		(3,369,493	)		2,571,507			19,571,507
Total capitalization	$	(3,457,006	)	$	(3,369,006	)	$	5,512,994		$	39,512,994

* 17,000,000 issued and outstanding for Webstar eCampus Intellectual Property Purchase; 3,000,000 issued and outstanding for shares issued to executives, directors and consultants and 3,000,000 and 20,000,000 shares issued and outstanding, pro forma as adjusted - minimum and pro forma as adjusted - maximum, respectively

We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, our historical financial statements and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

MARKET PRICE FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

We currently lack a public market for our common stock. Our common stock is not traded on any national exchange. The fixed price of $1.00 has been arbitrarily determined as the selling price. We intend to file an application with FINRA for our common stock to be eligible for trading on the OTCQB Marketplace of the OTC Markets. However, a market has not yet developed. There is no assurance that we will receive such approval, and if we do not receive such approval, there can be no assurance that a trading market will develop, or, if developed, that it will be sustained.

Holders of Common Stock

As of June 30, 2017, there were 5 shareholders of record of our common stock.

Equity Compensation Plans

We have certain stock awards authorized for issuance to executive employees, directors and certain consultants. We may grant stock options to executive employees and directors and certain vendors in lieu of cash payment after the registration of shares is effective. However, such plans have not yet been established. There are no other securities authorized for issuance under equity compensation plans at this time.

DETERMINATION OF OFFERING PRICE

The public offering price of the shares was determined by our board of directors. The principal factors considered in determining the public offering price of the common stock included:

	●	the information in this prospectus and otherwise available to our board;
	●	the history and the prospects for the industry in which we compete;
	●	the ability of our management;
		the prospects for our future earnings;
	●	the present state of our development and our current financial condition;
	●	the general condition of the economy and the securities markets in the United States at the time of this offering;
	●	the recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and
	●	other factors as were deemed relevant.

DILUTION

Dilution is the amount by which the offering price paid by purchasers of common stock sold by us in this offering will exceed the pro forma net tangible book value per share of common stock after the offering. As of June 30, 2017, our net tangible book value was approximately $(3,457,493), or $(0.04) per share. Net tangible book value is the value of our total tangible assets less total liabilities. For purposes of determining the number of shares of our common stock outstanding prior to the offering, the number of shares outstanding on a proforma basis is 137,300,000 which includes 97,300,000 shares outstanding, 20,000,000 shares included in this offering, 17,000,000 shares issuable to Webstar Networks in connection with the proposed purchase of the eCampus software and 3,000,000 shares issuable by us pursuant to agreements we have entered into with officers, directors and consultants to our company.

Based on the public offering price of $1.00 per one share of common stock, on an as adjusted basis as of June 30, 2017, after giving effect to the offering of shares of common stock by us and the application of the related net proceeds, our net tangible book value would be:

(i) $16,483,507, or $0.12 per share of common stock, assuming the sale of 100% of the shares offered (20,000,000 shares) with net proceeds in the amount of $19,941,000 after deducting estimated offering expenses of $59,000;

(ii) $11,483,507, or $0.09 per share of common stock, assuming the sale of 75% of the shares offered (15,000,000 shares) with net proceeds in the amount of $14,941,000 after deducting estimated offering expenses of $59,000;

(iii) $6,483,507, or $0.05 per share of common stock, assuming the sale of 50% of the shares offered (10,000,000 shares) with net proceeds in the amount of $9,941,000 after deducting estimated offering expenses of $59,000; and

(iv) $(516,493), or $(0.00) per share of common stock, assuming the sale of minimum shares offered (3,000,000 shares) with net proceeds in the amount of $2,941,000 after deducting estimated offering expenses of $59,000;

Purchasers of shares of common stock from us in this offering will experience immediate and substantial dilution in net tangible book value per share for financial accounting purposes, as illustrated in the following table on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50% or the minimum offering of the shares being offered in this offering:

Percentage of offering shares of common stock sold		100%			75%			50%			Minimum
Offering price per share of common stock	$	1.00		$	1.00		$	1.00		$	1.00
Net tangible book value per share of common stock before this offering	$	(0.03	)	$	(0.03	)	$	(0.03	)	$	(0.03	)
Increase in net tangible book value per share attributable to new investors	$	0.15		$	0.12		$	0.08		$	0.03
Pro forma net tangible book value per share after this offering	$	0.12		$	0.09		$	0.05		$	(0.00	)
Immediate dilution in net tangible book value per share to new investors	$	0.88		$	0.91		$	0.95		$	1.00

(1) For purposes of determining the number of shares of our common stock outstanding prior to the offering, the number of shares outstanding on a proforma basis is 137,300,000 which includes 97,300,000 shares outstanding, 17,000,000 shares issuable to Webstar Networks in connection with the proposed purchase of the eCampus software and 3,000,000 shares issuable by us pursuant to agreements we have entered into with officers, directors and consultants to our company.

The following tables sets forth depending upon whether we sell 100%, 75%, 50%, or the minimum offering of the shares being offered in this offering, as of June 30, 2017, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing shareholders and to be paid by new investors purchasing shares of common stock in this offering, after giving pro forma effect to the conversion of all outstanding shares of our convertible preferred stock into common stock, and the new investors in this offering at the initial public offering price of $1.00 per share of common stock, together with the total consideration paid an average price per share paid by each of these groups, before deducting estimated broker commissions and estimated offering expenses.

	100% of the Offered Shares Sold
	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			per Share
Existing stockholders as of June 30, 2017		97,300,000		70.87	%	$	9,730		0.0	%	$	0.00
Shares issued for Intellectual Property purchase		17,000,000		12.38	%
Shares to be issued to executives, directors and consultants		3,000,000		2.18	%
New investors		20,000,000		14.57	%	$	20,000,000		100.0	%	$	1.00
Total		137,300,000		100.00	%	$	20,009,730		100.0	%	$	0.15

	75% of the Offered Shares Sold
	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			per Share
Existing stockholders as of June 30, 2017		97,300,000		73.54	%	$	9,730		0.1	%	$	0.00
Shares issued for Intellectual Property purchase		17,000,000		12.85	%
Shares to be issued to executives, directors and consultants		3,000,000		2.27	%
New investors		15,000,000		11.34	%	$	15,000,000		99.9	%	$	1.00
Total		132,300,000		100.00	%	$	15,009,730		100.0	%	$	0.11

	50% of the Offered Shares Sold
	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			per Share
Existing stockholders as of June 30, 2017		97,300,000		76.43	%	$	9,730		0.1	%	$	0.00
Shares issued for Intellectual Property purchase		17,000,000		13.35	%
Shares to be issued to executives, directors and consultants		3,000,000		2.36	%
New investors		10,000,000		7.86	%	$	10,000,000		99.9	%	$	1.00
Total		127,300,000		100.00	%	$	10,009,730		100.0	%	$	0.08

	Minimum Offering Shares Sold
	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			per Share
Existing stockholders as of June 30, 2017		97,300,000		80.88	%	$	9,730		0.3	%	$	0.00
Shares issued for Intellectual Property purchase		17,000,000		14.13	%
Shares to be issued to executives, directors and consultants		3,000,000		2.49	%
New investors		3,000,000		2.49	%	$	3,000,000		99.7	%	$	1.00
Total		120,300,000		100.00	%	$	3,009,730		100.0	%	$	0.03

DESCRIPTION OF BUSINESS

The Company

We were incorporated under the laws of the State of Wyoming on March 10, 2015. Since inception, we have been focused in large part on organizational activities and the development of plans to license the Gigabyte Slayer, a retail mobile application, and WARP-G software, a business to business software solution that is designed to transmit more data over existing data streams to more efficiently deliver live video streams, video downloads and large data files by using new proprietary data compression technology. In addition, we plan to purchase the intellectual property rights for the eCampus virtual classroom access platform. We plan to complete these transactions following the completion of this Offering.

Letter of Intent to License Gigabyte Slayer Software

On October 26, 2017, we entered into an Amended and Restated Letter of Intent with Soft Tech Development Corporation, (“Soft Tech”), a related party, to the Letter of Intent dated August 16, 2017 to exclusively license its Gigabyte Slayer software and further develop and commercialize it throughout the world. In addition, the license agreement will include a clause that provides that if at any time Soft Tech develops or creates a software solution that it seeks to commercialize by way of marketing, selling or licensing to a third party (the “Future Software Products”), Soft Tech must first offer the Future Software Products to the Company on the same terms that Soft Tech seeks from a third party. Should the Company be unwilling or unable to enter into an agreement with Soft Tech to purchase or license the Future Software Products within 60 days from receipt of written notice of the offer from Soft Tech, then Soft Tech may sell or license the Future Software Products to a third party upon the same terms and conditions offered by Soft Tech to the Company. James Owens, a substantial shareholder of our company, owns an 80% interest in Soft Tech. Upon entering into a license agreement with Soft Tech, we agreed to pay them an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming we raise at least $10,000,000 in this offering. In the event we raise less than this amount, we agreed to accrue the cash portion of the license fee until such time as we have sufficient cash to make such payment. The closing date must occur no later than 90 days after our sale of a minimum of $3,000,000 of our common stock in this offering. The closing is conditioned upon us entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

Letter of Intent to License Warp-G Software

On October 26, 2017, we entered into an Amended and Restated Letter of Intent with Soft Tech, a related party, to exclusively license its WARP-G software and further develop and commercialize it throughout the world. Upon entering into a license agreement with Soft Tech, we agreed to pay them an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming we raise at least $10,000,000 in this offering. In the event we raise less than this amount, we agreed to accrue the cash portion of the license fee until such time as we have sufficient cash to make such payment. The closing date must occur no later than 90 days after our sale of a minimum of $3,000,000 of our common stock in this offering. The closing is conditioned upon us entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

Purchase of Webstar eCampus Assets

On June 30, 2017 we entered into an Intellectual Property Purchase Agreement with Webstar Networks Corporation (“Webstar Networks”), a related party for which our founder, James Owens, controls the voting rights, (the “IP Purchase Agreement”). Under the terms of this agreement, we agreed to purchase and Webstar Networks agreed to sell to us all intellectual property associated with the eCampus software and website www.webstarecampus.com and other assets associated with the operation of this website. We refer to these assets as the “Webstar eCampus assets”. The purchase price for these assets is 17,000,000 shares of our unregistered common stock. The closing date must occur no later than July 31, 2018 and is conditioned upon our sale of a minimum of $3,000,000 of our common stock in this offering. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. We plan to close on the purchase of the Webstar eCampus assets promptly upon completion of the sale of at least $3,000,000 of our common stock in this offering.

Technology Services Agreement

We plan to enter into a technology services agreement with Soft Tech to support our information technology operations, including the development and support of the Gigabyte Slayer software, the WARP-G software and the Webstar eCampus assets once we complete the license of these software applications and the asset purchase. We plan to pay Soft Tech a fee for this service that is comprised of cash in the amount of $500 per month per employee for user support and network operations and $10,000 per month for Tier III technical support for the Gigabyte Slayer, WARP-G and Webstar eCampus software. In addition, we plan to award Soft Tech an option to purchase 15,000,000 shares of our common stock when we enter into the technology services agreement following the license of the Gigabyte Slayer and WARP-G software solutions. The stock options would vest 20% on each anniversary of the award date and expire 10 years after the date they are awarded. These terms will be included in a technology services agreement we plan to enter into in conjunction with the completion of the Gigabyte Slayer and WARP-G software licenses and the acquisition of the Webstar eCampus software.

Our Planned Products and Services

Gigabyte Slayer Software

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

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

WARP-G Software

WARP-G is a business to business software solution that companies can use on an enterprise wide basis to transmit more data over existing data streams to optimize their data usage. The software is designed to enable enterprise users to deliver faster data streams, experience shorter download/upload times and increase the volume and speed of the data. The software is designed to create less congestion and increase the speed of packets being delivered more efficiently by using new proprietary data compression technology. This technology is expected to allow the enterprise users to push more data through existing pipelines meeting increasing consumer video demands and other large files.

Webstar eCampus

Webstar eCampus is an affordable, virtual online education and e-learning technology that allows the possibility of almost any organization to offer educational services online. Powered by Gigabyte Slayer data technology, it securely delivers all content at greater efficiency and significantly increases storage capabilities. It will enable universities and other educational institutions to increase student participation and convenience with an enhanced experience for the students. Students will no longer experience delays in data transmission or “buffering” that is experienced by other online e-learning solutions. Webstar eCampus makes it possible for educators to offer their students visual online access to classroom activities from anywhere in the world. Remote students who use the service will be able to virtually access their classroom via the internet using their web enabled Smartphone, device or computer. The Webstar eCampus software is currently in beta testing and is in use by one college on a trial basis.

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

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 are truly innovative and disruptive and, to our knowledge, completely 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 as a market leader.
	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 we plan to acquire from Webstar Networks and license from Soft Tech, respectively. Our leadership and personnel have experience marketing, selling and supporting software solutions which we plan to provide our customers.

	a)	Unprecedented Data Compression Software. We are not aware of any data compression products or services that can increase data throughput up to six times on mobile devices, as the proprietary Gigabyte Slayer software.
	b)	Unprecedented Data Efficiency and Faster Transmission Enterprise Software. We are not aware of any product or services that can allow data to be transmitted, uploaded and downloaded, at speeds of up to 110 MBPS (megabytes per second), as 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 pioneering innovative disruptive technologies to significantly reduce 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)	Immersive “On-Campus-Like” Virtual Learning Experience. The eCampus software has developed an advanced, ideal virtual learning environment that focuses on the psychology of human learning and human social interaction to deliver world-class education. Powered by Gigabyte Slayer provides a significantly enhanced experience by the students.
	f)	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.
	g)	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 “Utilitization” of data by cable companies will significantly increase costs.

Growth Strategy

Our primary financing need is focused on funding the acquisition or licensing arrangements for the proprietary software products and services we 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, 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 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.

The delivery of data through cable companies is heading to an unprecedented “tipping point” where we believe there will be no other solution but to charge customers for data usage as a monthly utility charge. We believe the software applications we plan to license and acquire and the services we plan to provide 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 plan to license and acquire and the services we plan to offer have been developed with this in mind and are uniquely positioned to provide key solutions to increase data access and reduce costs for data network providers as well as their customers. The eCampus software includes uniquely innovative virtual online learning solutions for educators and academic institutions. 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 growth strategy is to capitalize on our position as a global leader in our primary markets through our innovative, disruptive data delivery and compression software as well as through our virtual online education services. 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.

	●	Begin eCampus’ penetration into U. S. post-secondary and K-12 markets.

	●	Expand eCampus technology into other complementary industries including but not limited to virtual events, online corporate training and certification, virtual shopping, and virtual sporting events.

	●	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 “Utilitization” of Data - 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 “utilitization” 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. In the global cable industry, 27 countries have already successfully moved into this model of transforming data usage into a utility business. The delivery of data through cable companies is heading to an unprecedented “tipping point” where there will be no other solution but to charge customers for data usage as a monthly utility charge.

	●	We expect demand for our services to increase exponentially 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 current 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.

The eCampus product also faces varying degrees of competition from a variety of education companies because the learning system encompasses many components of the educational development and delivery process. We will compete primarily with companies that provide online curriculum and school support services. These companies include Advanced Academics (DeVry, Inc.), Connections Academy, LLC (recently announced to be acquired by Pearson PLC), White Hat Management, LLC, and National Network of Digital Schools Management Foundation Inc., among others. We will also face competition from online and print curriculum developers. These companies may already have an established market in that 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 currently.

Research & 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 Webstar eCampus platform and 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.

Intellectual Property

Following the completion of the planned purchase of the eCampus assets and entering into license agreements for the Gigabyte Slayer and the WARP-G software solutions, we will 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. Webstar Networks plans to file a patent application in the United States related to the eCampus platform we plan to commercialize after we acquire it. In addition, Webstar Networks owns several Webstar-centric domain names for the current and future business to be based on the eCampus software. We intend to acquire these domain names when we complete the purchase of the eCampus assets upon closing of this offering.

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 prospectus, our President and Chief Executive Officer is the only officer devoting their full time to the business. There are no other full-time employees at this time. We currently rely on our President and Chief Executive Officer, Joseph Stingone, to manage all aspects of our business. The executive officers who were engaged by the company provide services on a part time basis but will be engaged full time once the Company’s registration is effective and sufficient funds have been raised to support the business operations. 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 shareholder, is an adverse party or has a material interest adverse to our interest.

Properties

Our principal offices are located at 4231 Walnut Bend, Jacksonville, FL 32257. Our telephone number is 1.800.608.6344. These offices are provided free of charge by Mr. Stingone until such time as the Company’s registration is effective and 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

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those financial statements that are included elsewhere in this prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Statement Regarding Forward-Looking Statements and Business sections in this prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Since inception, the Company signed two letters of intent to license proprietary software from a related party; 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 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. Further, the Company has signed an Intellectual Property Purchase Agreement to acquire the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party, which should occur following the completion of this Offering. The Company plans to complete these transactions using a portion of the proceeds raised in this offering. See “Description of Business – Purchase of Webstar eCampus,” “Description of Business –Software Licenses” and “Use of Proceeds”. As of June 30, 2017, we have generated an accumulated deficit of $3,467,223.

Results of Operations for the three and six months ended June 30, 2017 and June 30, 2016

The following comparative analysis on results of operations was based primarily on the comparative unaudited 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 prospectus. The results discussed below are for the three and six months ended June 30, 2017 and 2016. The following discussion should be read in conjunction with our condensed financial statements and the related notes included in this prospectus.

Total operating expenses which are comprised of stock compensation expense, salaries and wages, consulting services and general and administrative expenses were $483,814 and $416,521 for the three months ended June 30, 2017 and 2016, respectively and $812,882 and $580,617 for the six months ended June 30, 2017 and 2016, respectively. The increase is primarily attributable to an increase in salaries and wages, partially offset by a decrease in stock compensation expense.

The net loss was $483,814 and $416,521 for the three months ended June 30, 2017 and 2016, respectively and $812,882 and $580,617 for the six months ended June 30, 2017 and 2016, respectively. This increase is a result of the increase in total operating expenses discussed 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 June 30, 2017 our working capital deficit amounted to $3,457,493, an increase of $812,882 as compared to working capital deficit of $2,644,611, as of December 31, 2016. This increase is primarily a result of an increase in accrued liabilities consisting of accrued stock compensation, salaries and wages and amounts due to a related party.

Net cash used in operating activities was $29,190 during the six-month period ended June 30, 2017 compared to $76 in the six-month period ended June 30, 2016. The increase in cash used in operating activities is primarily attributable to an increase in net loss, partially offset by an increase in accrued salaries and wages and a decrease in stock compensation expense.

Net cash provided by financing activities was $29,133 during the six-month period ended June 30, 2017 compared to zero in the six-month period ended June 30, 2016. The increase in cash provided by financing activities was a result of an increase in funds received from a related party.

The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated revenues to enable profitability. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at June 30, 2017 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 this initial public offering, other equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company.

The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

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

Results of Operations for the year ended December 31, 2016 and for the period March 10, 2015 (inception) to December 31, 2015

The following comparative analysis on results of operations was 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 prospectus. The results discussed below are for the year ended December 31, 2016 and for the period March 10, 2015 (inception) to December 31, 2015. The following discussion should be read in conjunction with our financial statements and the related notes included in this prospectus.

Total operating expenses which are comprised of stock compensation expense, salaries and wages, consulting services and general and administrative expenses were $1,560,647 and $1,093,694 for the year ended December 31, 2016 and for the period March 10, 2015 (inception) to December 31, 2015, respectively. The increase is primarily attributable to an increase in salaries and wages, stock compensation expense and consulting services.

The net loss was $1,560,647 and $1,093,694 for the year ended December 31, 2016 and for the period March 10, 2015 (inception) to December 31, 2015, respectively. This increase is a result of the increase in total operating expenses discussed 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, 2016 our working capital deficit amounted to $2,644,611, an increase of $1,560,647 as compared to working capital deficit of $1,083,964, as of December 31, 2015. This increase is primarily a result of an increase in accrued liabilities consisting of accrued stock compensation, salaries and wages and consulting fees.

Net cash used in operating activities was $6,715 during the year ended December 31, 2016 compared to $3,486 in the period March 10, 2015 (Inception) to December 31, 2015. The change in cash from operating activities is primarily attributable to an increase in accrued stock compensation expense, accrued salaries and wages and accrued consulting and professional fees partially offset by a reduction in prepaid expense.

Net cash provided by financing activities was $7,157 during the year ended December 31, 2016 compared to $3,588 in the period March 10, 2015 (Inception) to December 31, 2015. The change in cash from financing activities was the result of additional proceeds from common stock purchases and an increase in cash received from a related party.

The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated revenues to enable profitability. Based on the current business plans and the Company’s operating requirements, management believes that the current cash balance will not be sufficient to fund operations for at least the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Assuming we sell the minimum 3,000,000 shares offered by this prospectus for an aggregate of $3,000,000 in proceeds, we expect to incur a minimum of $3,000,000 in expenses during the next twelve months of operations as we complete the purchase of the Webstar eCampus assets and enter into a license for the Gigabyte Slayer software and for the WARP-G software solutions and further develop and commercialize these assets. We estimate that this will be comprised of approximately $2,941,000 towards operating expenses and $59,000 for expense associated with this offering.

In the event we run into cost overruns or lower than anticipated revenues, we will have to raise the funds to pay for these expenses. We potentially will have to issue debt or equity, or enter into a strategic arrangement with other third parties.

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

We have incurred significant losses since our inception on March 10, 2015. We had a net loss during the six-month period ended June 30, 2017 of $812,882 and an accumulated deficit of $3,457,493 as of June 30, 2017. This raises substantial doubt about our ability to continue as a going concern.

The independent auditor’s report on our December 31, 2016 and 2015 financial statements states that our historical losses and accumulated deficiency raise substantial doubts about our ability to continue as a going concern due to the losses incurred and deficiency. If we are unable to raise additional capital and generate revenues and profits from our business plan, we will have to reduce, discontinue operations or cease to exist, which would be detrimental to the value of our common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue 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 shareholders sufficient to meet its operating expenses while seeking to raise capital from this offering. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

Internal control over financial reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Prior to this offering, we were a private company and we are currently in the process of reviewing, documenting and testing our internal control over financial reporting. During our internal reviews, we have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Presently, we are not an accelerated filer, as such term is defined by Rule 12b-2 of the Exchange Act, and therefore, our management is not presently required to perform an annual assessment of the effectiveness of our internal control over financial reporting. This requirement will first apply to our second Annual Report on Form 10-K. Our independent public registered accounting firm will first be required to attest to the effectiveness of our internal control over financial reporting for our Annual Report on Form 10-K for the first year we are no longer and “emerging growth company.”

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 prospectus 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 shareholder advisory votes on golden parachute compensation. We have availed ourselves of the reduced reporting obligations and executive compensation disclosure in this prospectus, 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 June 30, 2017, 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.

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, including grants of employee stock options, to be recognized in the statement of operations based on their fair values.

Recent Accounting Pronouncements

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.

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 prospectus. Each director is elected at our annual meeting of shareholders 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.

Name	Age	Position/Title
Joseph P. Stingone, Sr.	80	Chairman of the Board of Directors, President and Chief Executive Officer
Nan A. Kreamer	65	Chief Financial Officer
Eugene Fedele	57	Chief Marketing Officer
David Herzfeld	66	Chief Technology Officer
Ron Landmann, MD	42	Director
Michael Hendrickson	72	Director
John England, Ph.D.	73	Director
Kendall Almerico	54	Director
Kevin Harrington	60	Director

Joseph P. Stingone, Sr., Chairman of the Board of Directors, President and Chief Executive Officer

Mr. Stingone has served as our Chairman, President and Chief Executive Officer since September 2016. He has held various senior executive positions during his career and has managed his personal real estate holdings since 2000. In 2006 Mr. Stingone founded First Atlantic Bank of Jacksonville and served on its Board of Directors from 2006 to 2015 when he retired. Previously, Mr. Stingone held a variety of management roles at Prudential Insurance Company of America where he lead a multi-state team of agents and at Paradigm Mortgage, a residential mortgage company where he oversaw operations in multiple states and offices throughout the U.S. Mr. Stingone received a Bachelor of Science degree in Business from American University.

Our board of directors believes that Mr. Stingone’s expertise and experience as our President, Chief Executive Officer and Chairman of the Board of Directors, his perspective, depth and expertise in launching and managing a variety of businesses and his leadership in sales organizations provide him with the qualifications and skills to serve on our board of directors.

Nan A. Kreamer, Chief Financial Officer and Treasurer

Nan Kreamer has served as our Chief Financial Officer since September 2016. In 2015, Ms. Kreamer founded Avenue CFO Services, a Jacksonville-based strategic and financial consulting firm that specializes in providing outsourced CFO financial management services for small and medium sized companies, for which she has served as its President and Chief Executive Officer since it was founded. From 2013 to 2015, Ms. Kreamer served as part-time chief financial officer of True Communications, Inc., a privately-held integrator of voice, video, and data technologies as well as other consulting engagements. From 2011 to 2014, Ms. Kreamer was a consultant in the mortgage industry where, as part of a turnaround team, she was engaged in a foreclosure review on behalf of lenders under the direction of the U.S. Office of the Comptroller of the Currency and designed and implemented a back-office infrastructure for a mortgage lender. Previously, Ms. Kreamer has held various senior level accounting positions as Chief Financial Officer, Controller and Treasurer at both public and private companies. Prior to her corporate positions, Ms. Kreamer was an audit manager at PricewaterhouseCoopers. Ms. Kreamer received a Bachelor of Business Administration degree from Pace University and a Master’s in Business Administration from Pace University’s Lubin School of Business. Ms. Kreamer is a Certified Public Accountant in non-active status in the State of New York.

Eugene Fedele, Chief Marketing Officer

Mr. Fedele has served as our Chief Marketing Officer since May 2017. He brings 30+ years’ experience growing businesses through effective marketing, branding and investment strategies to his role as our Chief Marketing Officer. He founded and has served as Chief Executive Officer of Openbox Creative Solutions from April 2014 to July 2017, a digital marketing and business development consulting services agency for B2B and B2C businesses. His work spans corporate vision, branding and marketing consulting; digital ecosystem programs; native and web-based apps, magazine publishing; alternative investment strategies; and digital solutions for start-ups and business growth initiatives. He has also constructed strategies and tools for navigating social media channels, career development and corporate culture best practices.

Before shifting his career to executive consulting in 2014, Mr. Fedele was chief creative officer for UBM, Plc from April 1999 to January 2014, a media, public relations and events company with worldwide operations. Mr. Fedele founded and managed two startup creative marketing agencies serving Fortune 500 companies in technology, healthcare, finance, and commerce— including IBM, HP, CA, ARM, Microsoft, Amazon, Penton, Reviticell, Xerox, Dell, Ingram Micro, UL, and Samsung. Mr. Fedele has been speaker at Folio: Media Next conference and taught university classes on digital marketing and design. He is publisher and co-owner of Florida Doctor Magazine, with a subscription base of over 10,000 Florida-based physicians and medical professionals. In 2015, Mr. Fedele partnered with the Jacksonville Chamber of Commerce as a mentor for Florida’s Start-Up Quest program—assisting and training prospective entrepreneurs in effective business strategy, business planning, investor relations, and speaking presentations. Mr. Fedele has authored 12 books that have sold over 200,000 copies globally, and has been honored with more than 200 marketing and design awards during his career. Mr. Fedele holds a Bachelor of Arts degree in Advertising and Marketing from Syracuse University.

David Herzfeld, Chief Technology Officer

Mr. Herzfeld has served as our Chief Technology Officer since June 2016. . He has extensive experience in the field of Information Technology (IT) and with business processes and has managed significant projects including Information Technology System Design, implementation, moves and upgrades. He has had various positions during his career. He joined Jet Blue Airways in 2009 and most recently served as Information Technology Services Manager and Manager of Change and Release for Jet Blue Airways from 2010 to 2017. As such he was a member of the senior leadership team managing the transition of key IT infrastructure services to Verizon managed services as well as other IT infrastructure projects.

Mr. Herzfeld’s accomplishments include critical roles in managing Information Technology projects for client companies resulting in increased performance and revenue production. He implemented Information Technology Infrastructure Library (ITIL) practices for the IT Service Management Department of JetBlue Airways. He managed the implementation of a project to design a client technology audit system, analyzing business processes and recommending improvements that contributed to increased efficiencies, lower TCO, and added value to his client’s bottom line.

As president of c3 Technology, a position he held from 2000 to 2006, he grew revenues for the startup company to over a million dollars in five years. His company was twice named to Northern Colorado’s list of fastest growing privately held companies. While at c3 Technology and in private consulting practice through 2009, he managed the implementation of projects designed to create a client technology audit system, analyzed business processes and recommended improvements that contributed to increased efficiencies, lower costs and added value to his clients’ bottom line.

Mr. Herzfeld holds several certifications as follows: ITIL v3 Foundations, CSME; ITIL v3 Service Operation; Certificate in Project Management Program (PMI), Colorado State University; Certified Netware Engineer; and Microsoft Certified Sales. Mr. Herzfeld holds a Bachelor of Science degree in Computer Information Systems from the University of Colorado at Denver.

Ron G. Landmann, M.D., Director

Ron G. Landmann, M. D. has served as a director since August 2017. Dr. Landmann is active as a clinician, researcher and leader in the American Society of Colon and Rectal Surgeons. He currently serves as chairman on the national Rectal Cancer Steering Committee since June 2017working to improve care for patients nationally. He was one of the standards writers for the National Accreditation Program for Rectal Cancer Surgery and Centers of Excellence via the US Commission on Cancer. He has served on the editorial board of a leading journal in his field since 2012 and also sits as a reviewer on other peer-reviewed journals. He has been a principal investigator on several national cooperative and industry sponsored clinical trials as well as a founding co-course director for the leading national rectal cancer symposium since 2016. He has published numerous peer-reviewed articles, presented at several national and international surgical society meetings/conference, authored dozens of book chapters, and edited numerous peer-reviewed educational training videos.

He completed his surgical residency at St. Luke’s/Roosevelt Hospital/Columbia University, and subsequently two fellowships in Colon & Rectal Surgical Oncology at Memorial Sloan-Kettering Cancer Center (New York, NY) and Colon & Rectal Surgery at Cleveland Clinic (Weston, Florida). He has been a consultant in the Department of Surgery and an Assistant Professor of Surgery at the Mayo Clinic College of Medicine since 2008. Dr. Landmann has been in the academic practice of medicine since 2008. His practice is focused on robotic surgery and newer minimally invasive and computer-assisted approaches for colorectal and general surgical diseases. His clinical fields of expertise are ulcerative colitis, rectal cancer, and Crohn’s disease. He is an active researcher and investigator of newer computer-assisted and augmented/virtual reality imaging and guidance in surgery. In addition, he has helped design newer surgical devices to improve quality and standard of care for patients.

Dr. Landmann’s education and residency training consists of: a residency in Colon & Rectal Surgery, Cleveland Clinic Foundation and Cleveland Clinic Florida (2008), Academic Chief Resident - General Surgery, St. Luke’s-Roosevelt Hospital Center (2007), University Hospital of Columbia University, Resident - General Surgery, St. Luke’s-Roosevelt Hospital Center, University Hospital of Columbia University (2007), Fellow - Colorectal Surgical Oncology, Memorial Sloan-Kettering Cancer Center, Cornell University (2005). Dr. Landmann received a Medical Doctor degree in Medicine from Boston University School of Medicine and a Bachelor of Arts in Medical Sciences with a Minor in Computer Science from the College of Arts & Sciences, Boston University.

Our board of directors believes that Dr. Landmann’s expertise and experience as an educator, his perspective, depth and background in information systems and leadership in education and management provide him with the qualifications and skills to serve on our board of directors.

Michael A. Hendrickson, Director

Mr. Hendrickson has served as a director since August 2017. For nearly 40 years Mr. Hendrickson has been a successful investment banker, entrepreneur and senior executive in the mining, energy, real estate, high-tech and insurance industries. 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 since he founded the company in 1994. His experience in mining and exploration started 50 years ago in his father’s mining operations followed by additional experience working for the Anaconda Copper Mining Company in Anaconda, Montana, and mining operations in Alaska. He has experience in placer, open pit and load mine operations primarily in the Western US and Alaska.

Mr. Hendrickson also has over 30 years in the insurance industry, including over 25 years with Prudential Insurance Company of America retiring as an officer.

Mr. Hendrickson has served on the Board of Directors of private companies including, Smart Starters from 2000-2005, Tectonic Audio Labs from 2008-2013, Whooshh Innovations, LLC from 2014 to present, Native Network 2015 to present, Big Sky Development Group from 2005 to present, Ignition Wireless from 2014 to present, He 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.

John England, Ph.D., Director

John England, Ph.D. has served as a director of our company since 2015. Dr. England has been an education consultant providing accreditation on site visits for accreditation agencies and consulting with schools, colleges and universities assisting in the development of classroom online curriculum, compliance issues and supervision. He is Founder and President of Al Technical Institute, an online business and technical school which he founded in 2005. Assisting in the design of the Webstar eCampus; he has been an Education Consultant since 2006. From 2010 to 2013 Dr. England served as Assistant Executive Director for the National Accreditation for Colleges and Schools.

Since 2012, Dr. England has been serving as the Chief Executive Officer and President of Cyber-Education Services Group and was instrumental in designing online Asynchronous Software. Since 2014, Dr. England has been the Faculty and Chair of Basic Sciences for Southwest University of Naprapathic Medicine and Health Sciences.

Dr. England is a Vietnam Era Veteran He holds a Certificate in Commerce/Insurance, and is a Certified Insurance Advisor, Financial Advisor, IRS Registered Tax Practitioner, Registered Financial Planner, and Certified Professional Educator (CPE) and has a Fellow in Life Management (F.L.M.I.). Previously, Dr. England held a variety of high level teaching and executive management roles at a variety of education institutions since 1991

Dr. England received a Bachelor of Business Administration (Risk Management/Insurance) degree from the University of Richmond, a Master’s in Business Administration (Business/International Business) from Georgia State University, a Ph.D. in International Business from American International University, and a Doctor of Business Administration in International Management/Marketing from Alpha University/California University.

Our board of directors believes that Dr. England’s expertise and experience as an educator, his perspective, depth and expertise in development educational software systems and managing a variety of business and leadership in education and management provide him with the qualifications and skills to serve on our board of directors.

Kendall Almerico, Director

Kendall Almerico has served as a Director of our company since 2015. He is an attorney with 28 years’ experience who is considered one of the top crowdfunding and JOBS Act experts in the United States. Since 2016, Mr. Almerico has been the Chief Executive Officer of BankRoll Ventures, an equity crowdfunding web site providing consulting services for companies seeking to raise capital under Regulation A+ Mini IPOs and 506(c) and 506(b) private placements. Mr. Almerico is a guest writer for Entrepreneur.com and participates as a speaker on the subject of crowdfunding and created Legally Speaking in the early 1990’s as a public affairs television program that aired for 12 years and provided legal help and education to those who could not otherwise afford to consult with an attorney. Mr. Almerico was also the co-founder of StarTrust Management in the late 1990’s until 2009 as an athlete and entertainment agency, where he provided agent services and professional guidance to professional athletes including NFL players, Major League Baseball players, Olympic athletes and a NASCAR driver. In addition to his roles in various business ventures, Mr. Almerico has been engaged in the private practice of law since 1988.

Mr. Almerico received a Bachelor of Arts degree in Broadcasting from the University of Florida College of Journalism and Mass Communication and a Juris Doctor from the University of Florida College of Law where he was an editor of The Journal of Law and Public Policy and the recipient of the William C. Gaither Award as the outstanding member of the University of Florida Moot Court Team.

Our board of directors believes that Mr. Almerico’ s expertise and experience in the capital formation process, his perspective, depth and expertise in business, finance and law provide him with the qualifications and skills to serve on our board of directors.

Kevin Harrington, Director

Kevin Harrington has served as a Director of our company since 2015. He has been a successful entrepreneur over the last 40 years. He is a Partner and Executive Producer of Jung Guns Entertainment, LLC since April 2016; he is the Managing Partner for Quantum Media Marketing since April 2016; he is a member of the Board of Directors for Celsius, Inc. since 2012; he is an advisor for Hang With, Inc., since 2015; he is an advisor for LottoGopher (Symbol LOTO), since 2017; he is a Director of Rocky Mountain High Brands, Inc. (RMHB) since 2017; he is the Owner of AsSeenOnTV.Pro which he started in 2014; he is an advisor for NuGene, Inc. since 2015; he is the Founder of StarShop, LLC, an entertainment powerhouse that gives mobile shoppers VIP access to celebrities and products; he is the Co-Founder of Global Leaders Organization which he founded in January 2015; and he was Chairman of As Seen On TV, Inc. from 2009 to 2014.

Mr. Harrington currently operates a private consulting firm where he works with companies to increase distribution, analyze electronic retailing opportunities, effectively market on digital, social media, TV, radio, or print, source manufacturing, and establishes celebrity relationships. He is also an Original Shark on the ABC hit, Emmy winning TV show, “Shark Tank.” In addition, he is the inventor of the infomercial As Seen On TV Pioneer. He is also a Co-Founder of the Electronic Retailers Association (ERA), a global direct to consumer organization, and a Co-Founder of the Entrepreneurs Organization (EO). Mr. Harrington got his start as a young entrepreneur in the early 80’s, when he launched Quantum International, a company which grew into a $500 million per year business listed on the New York Stock Exchange. Entrepreneur Magazine has called him one of the Top Entrepreneurs of Our Time.

Our board of directors believes that Mr. Harrington’s expertise and experience in the capital formation process, his perspective, depth and expertise in business, finance and law provide him with the qualifications and skills to serve on our board of directors.

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 (5) independent directors. It has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board as a whole. Our board believes that the establishment of committees at this time would not provide any benefits to our company and could be considered more form than substance. Such committees may be formed in the future.

The Company plans to bind public company directors’ and officers’ insurance coverage once the registration statement is effective.

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 Executive 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

Shareholders with questions about us are encouraged to contact us by sending communications to the attention of the Chief Executive Officer at 4231 Walnut Bend, Jacksonville, Florida 32257. If shareholders 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.

Director Compensation

We have entered into consulting agreements with our non-employee directors as discussed below. We have agreed to pay our non-employee directors $3,000 each for attending our quarterly board of directors meeting and reimburse them for reasonable travel expenses incurred in attending board and committee meetings once the Company is publicly held. The Company has not held quarterly board meetings and, 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.

We have agreed to issue 750,000 shares of our Common Stock to each of Kendall Almerico and Kevin Harrington and 100,000 shares to each of Dr. Landmann and Mr. Hendrickson. The shares of our common stock are issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii), at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares to the director or his designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the common stock will be issued and delivered to the director immediately prior to the closing of the transaction so that the director will receive his percentage of the compensation in kind for the acquisition or merger.

In addition, once the company’s public offering is completed we have agreed to pay each of Dr. England, Dr. Landmann and Mr. Hendrickson $3,000 per quarter for attending our quarterly board of director’s meetings and reimburse them for reasonable travel expenses incurred in attending the meeting. In addition, once the company’s registration is effective, we agreed to award them options to purchase 100,000 shares of our common stock. The options are exercisable at the closing price of our common stock on the date of the award, vest 50% one year from the date of grant and 50% two years from the date of appointment and are exercisable at any time after they vest prior to the four year anniversary of the date of their appointment to the board of directors.

Joseph P. Stingone, Sr. is not paid any compensation for serving as a director other than his compensation as our Chief Executive Officer as described elsewhere in this prospectus.

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 shareholders for a vote at an annual or special meeting of shareholders. The board sets a “record date” for determining shareholders that will be entitled to notice of and to vote at the annual and/or special meeting. Only shareholders 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 shareholders will be asked to vote to adjourn the meeting in order to enable us to have more shareholders 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.

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, 2016 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, 2016.

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

2016 Summary Compensation Table

Name and Principal Position	Fiscal Year Ended ⁽¹⁾	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Joseph P. Stingone, Sr.	12/31/2016		75,000			250,000		-		-		325,000
Nan Kreamer ⁽²⁾	12/31/2016		59,444			200,000		-		-		259,444
David Herzfeld	12/31/2016		56,250			250,000		-		-		306,250

	(1)	There was no compensation accrued in 2015 for executive officers as none were employed until 2016.
	(2)	Appointed as Chief Financial Officer in September 2016.

Executive Employment Agreements

Joseph P. Stingone, Sr. As of September 12, 2016, Mr. Stingone and our company entered into an Employment Agreement and an amendment to that agreement to serve as our Chairman, Chief Executive Officer and President. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Stingone’s compensation will be: (i) salary of $250,000 per year, (ii) 250,000 shares of our common stock 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. The shares of our common stock are issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares Mr. Stingone or his designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the common stock will be issued and delivered to Mr. Stingone immediately prior to the closing of the transaction so that Mr. Stingone will receive his percentage of the compensation in kind for the acquisition or merger.

Mr. Stingone is entitled to up to two weeks paid vacation each year, increasing to three weeks after the first year of employment and four weeks after the second year of employment, the right to participate in personal insurance benefits programs we offer to all company executives and reimbursement of expenses incurred in the course of employment. If Mr. Stingone’s employment is terminated by us without cause, he is entitled to be paid his compensation through the end of the remaining term. If Mr. Stingone’s employment is terminated by us with cause, he is not entitled to any compensation as of the termination date. During the term of his employment and for a period of two years thereafter, Mr. Stingone agreed to refrain from engaging in a business that is or plans to offer products or services offered by us or engages in any other business we are engaged in. In addition, Mr. Stingone agreed to keep certain information of the Company confidential.

Mr. Stingone has orally agreed to defer his compensation under his employment agreement until the Company raises sufficient capital to begin payments of his salary in cash.

Nan A. Kreamer. As of September 13, 2016, Ms. Kreamer and our company entered into an Employment Agreement and an amendment to that agreement to serve as our Chief Financial Officer and Treasurer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Ms. Kreamer’s compensation will be: (i) salary of $200,000 per year, (ii) 200,000 shares of our common stock 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. The shares of our common stock are issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares to Ms. Kreamer or her designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the common stock will be issued and delivered to Ms. Kreamer immediately prior to the closing of the transaction so that Ms. Kreamer will receive her percentage of the compensation in kind for the acquisition or merger.

Ms. Kreamer is entitled to up to two weeks paid vacation each year, increasing to three weeks after the first year of employment and four weeks after the second year of employment, the right to participate in personal insurance benefits programs we offer to all company executives and reimbursement of expenses incurred in the course of employment. If Ms. Kreamer’s employment is terminated by us without cause, she is entitled to be paid her compensation through the end of the remaining term. If Ms. Kreamer’s employment is terminated by us with cause, she is not entitled to any compensation as of the termination date. During the term of her employment and for a period of two years thereafter, Ms. Kreamer agreed to refrain from engaging in a business that is or plans to offer products or services offered by us or engages in any other business we are engaged in. In addition, Ms. Kreamer agreed to keep certain information of the Company confidential.

Ms. Kreamer has orally agreed to defer her compensation under her employment agreement until the Company raises sufficient capital to begin payments of her salary in cash.

David Herzfeld. As of June 16, 2016, Mr. Herzfeld and our company entered into an Employment Agreement and an amendment to that agreement to serve as our Chief Technology Officer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Herzfeld’s compensation will be: (i) salary of $100,000 per year for the first six months of the term and $150,000 on an annual basis for the remainder of the initial one term of the agreement, (ii) 250,000 shares of our common stock 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. The shares of our common stock are issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares Mr. Herzfeld or his designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the common stock will be issued and delivered to Mr. Herzfeld immediately prior to the closing of the transaction so that Mr. Herzfeld will receive his percentage of the compensation in kind for the acquisition or merger.

Mr. Herzfeld is entitled to up to two weeks paid vacation each year, increasing to three weeks after the first year of employment and four weeks after the second year of employment, the right to participate in personal insurance benefits programs we offer to all company executives and reimbursement of expenses incurred in the course of employment. If Mr. Herzfeld’s employment is terminated by us without cause, he is entitled to be paid his compensation through the end of the remaining term. If Mr. Herzfeld’s employment is terminated by us with cause, he is not entitled to any compensation as of the termination date. During the term of his employment and for a period of one year thereafter, Mr. Herzfeld agreed to refrain from engaging in a business that is or plans to offer products or services offered by us or engages in any other business we are engaged in. In addition, Mr. Herzfeld agreed to keep certain information of the Company confidential.

Mr. Herzfeld has orally agreed to defer his compensation under his employment agreement until the Company raises sufficient capital to begin payments of his salary in cash.

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

We currently do not have a compensation committee of our board of directors. The board as a whole determines executive compensation.

Director 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 John England, Ph.D., Kendall Almerico, Kevin Harrington, Ron Landmann, M.D. 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 2016 Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2016:

OPTION AWARDS											STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		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 (#)
Joseph P. Stingone, Sr.		0		0		0		0		0		0		0		0		0
Nan A. Kreamer		0		0		0		0		0		0		0		0		0
David Herzfeld		0		0		0		0		0		0		0		0		0

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 shareholders 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 shareholders 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 shareholders 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 shareholders, (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 shareholders, 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 or beneficial owners of more than 5% of our capital stock, 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.

We do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions. When such transactions arise, they are referred to the audit committee for consideration for referral 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 to James Owens, a member of our Board of Directors in exchange for a cash contribution of $9,700.

James Owens, a substantial shareholder of the Company, loaned the Company a net total of $30,147 for the period from March 10, 2015 (Inception) to June 30, 2017. These funds have been used for organization and working capital to date.

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 continues for a period of five years. Mr. Owens will receive a monthly retainer of $20,000 per month for his services.

On October 26, 2017, we entered into an Amended and Restated letter of intent with Soft Tech to exclusively license its Gigabyte Slayer software and on October 26, 2017 a letter of intent to exclusively license its WARP-G software and further develop and commercialize both products throughout the world. In addition, the license agreement related to Gigabyte Slayer will include a clause that provides that if at any time during the term of the license Soft Tech develops or creates a software solution that it seeks to commercialize by way of marketing, selling or licensing to a third party (the “Future Software Products”), Soft Tech must first offer the Future Software Products to the Company on the same terms that Soft Tech seeks from a third party. Should the Company be unwilling or unable to enter into an agreement with Soft Tech to purchase or license the Future Software Products within 60 days from receipt of written notice of the offer from Soft Tech, then Soft Tech may sell or license the Future Software Products to a third party upon the same terms and conditions offered by Soft Tech to the Company. James Owens, a substantial shareholder of our company owns an 80% interest in Soft Tech. Upon entering into license agreements with Soft Tech, we agreed to pay them an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the Gigabyte Slayer software and one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the WARP-G software application assuming we raise at least $10,000,000 in this offering. In the event we raise less than this amount, we agreed to accrue the cash portion of the license fee until such time as we have sufficient cash to make such payment. The closing dates on these license agreements must occur no later than 90 days after our sale of a minimum of $3,000,000 of our common stock in this offering. The closing is conditioned upon us entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason. See “Description of Business – Software Licenses.”

On June 30, 2017, we entered into an Intellectual Property Purchase Agreement with Webstar Networks (the “IP Purchase Agreement”). James Owns, a substantial shareholder 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 is 17,000,000 shares of our unregistered common stock. The closing date must occur no later than July 31, 2018 and is conditioned upon our sale of a minimum of $3,000,000 of our common stock in this offering. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. We plan to close on the purchase of the Webstar eCampus assets promptly upon completion of the sale of at least $3,000,000 of our common stock in this offering. See “Description of Business – Purchase of Webstar eCampus Assets.”

We plan to enter into a technology services agreement with Soft Tech to support our information technology operations, including the development and support of the Gigabyte Slayer, WARP-G and the Webstar eCampus software solutions once we complete these transactions. We plan to pay Soft Tech a fee for these services that is comprised of cash in the amount of $500 per month per employee for user support and network operations and $10,000 per month for tier III technical support for the Gigabyte Slayer, WARP-G and eCampus software. In addition, we plan to award Soft Tech an option to purchase 15,000,000 shares of our common stock. The stock options would vest 20% on each anniversary of the award date and will expire 10 years after the date they are awarded. These terms will be included in a technology services agreement we plan to enter into in conjunction with the completion of the Gigabyte Slayer software license, the WARP-G software license and the purchase of the Webstar eCampus software.

Joseph P. Stingone, Sr., our Chief Executive Officer has provided us with the use of our principal offices located at 4231 Walnut Bend, Jacksonville, FL 32257 free of charge until such time as our registration statement becomes effective and sufficient funds have been raised to support our business operations. At that time, a lease arrangement will be made.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At December 27, 2017, we had 97,300,000 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of December 27, 2017 for:

	●	each of our executive officers,

	●	each of our directors,

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

	●	each shareholder 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 shareholders 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., 4231 Walnut Bend, Jacksonville, Florida 32257.

Common Shares

	Before Offering						After Offering
	Shares Beneficially Owned			Percentage of Shares ⁽¹⁾			Shares Beneficially Owned			Percentage of Shares ⁽²⁾
Name of Beneficial Owner
5% Stockholders:
James Owens		97,000,000			99.7	%		114,000,000	⁽³⁾		83.0	%

Directors and Named Executive Officers:
Joseph P. Stingone		-			*			250,000	⁽⁴⁾		0.2	%
Nan A. Kreamer		-			*			200,000	⁽⁵⁾		0.1	%
David Herzfeld		-			*			250,000	⁽⁴⁾		0.2	%
Eugene Fedele		-			*			100,000	⁽⁶⁾		0.1	%
Ron Landmann, MD		-			*			100,000	⁽⁶⁾		0.1	%
Michael Hendrickson		-			*			100,000	⁽⁶⁾		0.1	%
John England, Ph.D.		75,000	⁽⁷⁾		*			75,000			0.1	%
Kendall Almerico		-			*			750,000	⁽⁸⁾		0.5	%
Kevin Harrington		-			*			750,000	⁽⁸⁾		0.5	%
All named executive officers and directors as a group (nine persons)		75,000			*						1.9	%

* less than 1%.

(1)	Based on 97,300,000 shares outstanding as of December 27, 2017.

(2)	Based on 137,300,000 proforma shares outstanding following sale of the maximum number of shares in is offering which includes 97,300,000 shares currently outstanding, 20,000,000 shares included in this offering, 17,000,000 shares to be issued to Webstar Networks and 3,000,000 shares to be issued to officers, directors and consultants as compensation.

(3)	Shares include 97,000,000 shares purchased under the terms of a Subscription Agreement dated March 10, 2015 as founder shares and 17,000,000 shares that may be issued to Webstar Networks, beneficially owned by James Owens, in connection with the proposed purchase of the eCampus software.

(4)	Includes 250,000 shares issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.

(5)	Includes 200,000 shares issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.

(6)	Includes 100,000 shares issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.

(7)	Shares purchased under a Subscription Agreement dated March 10, 2015 as founder shares.

(8)	Includes 750,000 shares issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.

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 shareholders as well as any equity compensation plans not approved by our shareholders as of December 31, 2016.

Plan category

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

Weighted
average exercise
price of
outstanding
options,
warrants and
rights

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

Plans approved by our shareholders

Plans not approved by shareholders*

*Note: The Company intends to award stock options to three of its board of directors in accordance with their director services agreements totaling 300,000 shares once the Company’s registration is effective.

DESCRIPTION OF SECURITIES

The following description of our capital stock is based upon our amended and restated amended and restated articles of incorporation, as amended, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our amended and restated articles of incorporation, as amended, and our bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Authorized Capital Stock

As of the date of this prospectus, 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. At June 30, 2017, we had 97,300,000 shares of common stock issued and outstanding and no shares of preferred stock.

Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, 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 shareholders 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.

Anti-Takeover Effects of Our Articles of Incorporation and Wyoming General Corporation Law

Our Amended and Restated Articles of Incorporation provide for the issuance of up to 300,000,000 shares of our common stock par value $0.0001. Our authorized but unissued shares of common stock will be available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. Our board has the authority to issue an unlimited additional amount of shares. The existence of unlimited authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.

Though not now, we may be or in the future we may become subject to Wyoming’s control share law. 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 shareholders of the corporation, approved at a special or annual meeting of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders. 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 shareholders 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 shareholder 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 shareholder’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 shareholders” for three years after the “interested shareholder” first becomes an “interested shareholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested shareholder” 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 shareholders. The effect of Wyoming’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.

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.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Legal & Compliance, LLC, 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401.

EXPERTS

The financial statements from March 10, 2015 (Inception) through December 31, 2015 and for the year ended December 31, 2016 included in the Registration Statement have been so included in reliance on the report of Friedman LLP, an independent registered public accounting firm, (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) appearing in the prospectus, given on the authority of said firm as experts in auditing and accounting.

The current address of Friedman LLP is 301 Lippincott Dr., Suite 400, Marlton, NJ 08053.

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by Wyoming law, our amended and restated articles of incorporation, as amended, and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC the registration statement on Form S-1 under the Securities Act for the common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further information concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

The registration statement on Form S-1, of which this prospectus forms a part, including exhibits, is available at the SEC’s website at http://www.sec.gov . You may also read and copy any document we file with, or furnish to, the SEC at its public reference facilities:

	Public Reference Room Office
	100 F Street, N.E.
	Room 1580
	Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call (202) 551-8090 for further information on the operations of the public reference facilities.

WEBSTAR TECHNOLOGY GROUP, INC

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2016 and 2015	F-3

Statements of Operations for the year ended December 31, 2016 and for the period from March 10, 2015 (Inception) to December 31, 2015	F-4

Statements of Shareholders’ Deficit for the year ended December 31, 2016 and for the period from March 10, 2015 (Inception) to December 31, 2015	F-5

Statements of Cash Flows for the year ended December 31, 2016 and for the period from March 10, 2015 (Inception) to December 31, 2015	F-6

Notes to Financial Statements	F-7

Unaudited Condensed Financial Statements

Condensed Balance Sheets as of June 30, 2017 and December 31, 2016	F-15

Condensed Statements of Operations for the three and six months ended June 30, 2017 and 2016	F-16

Condensed Statements of Shareholders’ Deficit for the six months ended June 30, 2017	F-17

Notes to Condensed Financial Statements as of June 30, 2017	F-19

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Webstar Technology Group, Inc.

We have audited the accompanying balance sheets of Webstar Technology Group, Inc. (the “Company) as of December 31, 2016 and 2015, and the related statements of operations, shareholders’ deficit, and cash flows for the year ended December 31, 2016 and the period from March 10, 2015 (Inception) through December 31, 2015. Webstar Technology Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Webstar Technology Group, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the year ended December 31, 2016 and the period from March 10, 2015 (Inception) through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has recurring losses, negative working capital and 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 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to obtain financing, there could be a material adverse effect on the Company.

/s/ Friedman LLP
Marlton, New Jersey
December 28, 2017

F- 2

Webstar Technology Group, Inc.

Balance Sheets

	December 31,
	2016			2015
ASSETS

Current assets
Cash	$	544		$	102
Prepaid expenses		2,709			709
Due from related party		-			6,142
Total current assets		3,253			6,953

Total assets	$	3,253		$	6,953

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
Accrued stock compensation	$	2,366,667		$	1,066,667
Accrued salaries and related payroll taxes		205,283			-
Accrued consulting fees		72,250			24,250
Accrued professional fees		2,650			-
Due to related party		1,014			-
Total current liabilities		2,647,864			1,090,917

Commitments

Shareholders' deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; None issued and outstanding		-			-
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 97,300,000 issued and outstanding		9,730			9,730
Additional paid-in-capital		-			-
Accumulated deficit		(2,654,341	)		(1,093,694	)
Total shareholders' deficit		(2,644,611	)		(1,083,964	)

Total liabilities and shareholders' deficit	$	3,253		$	6,953

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

F- 3

Webstar Technology Group, Inc.

Statements of Operations

	For the Year Ended December 31, 2016			For the Period March 10, 2015 (Inception) to December 31, 2015
Operating expenses
Stock compensation expense	$	1,300,000		$	1,066,667
General and administrative		260,647			27,027
Total operating expense		1,560,647			1,093,694

Net loss before taxes		(1,560,647	)		(1,093,694	)
Income tax expense		-			-
Net loss	$	(1,560,647	)	$	(1,093,694	)

Net loss per share-basic and diluted	$	(0.02	)	$	(0.01	)
Weighted average shares outstanding-basic and diluted		97,300,000			97,300,000

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

F- 4

Webstar Technology Group, Inc.

Statements of Shareholders’ Deficit

For the Period March 10, 2015 (Inception) to December 31, 2016

	Preferred Stock				Common Stock				Additional		Retained
	Shares		Amount		Shares		Amount		Paid-in-Capital		Deficit			Total
Balance:
March 10, 2015 (Inception)-Founder shares issued		-	$	-			$	9,730	$	-	$	-		$	9,730
Net loss		-		-		-		-		-		(1,093,694	)		(1,093,694	)
Balance, December 31, 2015		-		-				9,730		-		(1,093,694	)		(1,083,964	)

Net loss		-		-		-		-		-		(1,560,647	)		(1,560,647	)
Balance, December 31, 2016		-	$	-			$	9,730	$	-	$	(2,654,341	)	$	(2,644,611	)

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

F- 5

Webstar Technology Group, Inc.

Statements of Cash Flows

	For the Year Ended December 31, 2016			For the Period March 10, 2015 (Inception) to December 31, 2015
Cash flows from operating activities
Net loss	$	(1,560,647	)	$	(1,093,694	)

Adjustments to reconcile net loss to cash used in operating activities:
Stock compensation expense		1,300,000			1,066,667

Change in current assets and liabilities
Prepaid expenses		(2,000	)		(709	)
Accrued salaries and related payroll taxes		205,283			-
Accrued consulting fees		48,000			24,250
Accrued professional fees		2,650			-
Net cash used in operating activities		(6,714	)		(3,486	)

Cash flows from financing activities
Proceeds from common stock purchase		6,142			3,588
Proceeds from related party		1,014			-
Net cash provided by financing activities		7,156			3,588

Net increases in cash		442			102
Cash at the beginning of the period		102			-
Cash at the end of the period	$	544		$	102

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

F- 6

WEBSTAR TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. Since inception, the Company signed two letters of intent with a related party to license proprietary software technology solutions; i.e., Gigabyte Slayer and WARP-G. The Company has been focused in large part on organizational activities and the development of its business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software solution that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. Further, the Company has signed an Intellectual Property Purchase Agreement to acquire the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party, which should occur following the completion of this Offering. The Company plans to complete these transactions using a portion of the proceeds raised in this offering.

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”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Liquidity, Going Concern and Uncertainties

These financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated revenues to enable profitability. As of December 31, 2016, the Company had an accumulated deficit of $2,654,341, and has incurred net losses of $1,560,647 for the year ended December 31, 2016 and $1,093,694 for the period from March 10, 2015 (inception) to December 31, 2015. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at December 31, 2016 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 its initial public offering, future equity offerings and/or debt financings, strategic relationships, and to successfully execute its business plans. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company.

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, 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- 7

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.

Fair Value of Financial Instruments and Fair Value Measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

●

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

●

Level 2 – Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

●

Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheet for cash, prepaid expense, accrued expenses, and due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016 or 2015.

Stock Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee, and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based compensation to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. The Company initially records compensation expense based on the fair value of the award at the reporting date.

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 shareholders by the weighted average number of common shares available. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no dilutive securities and, therefore, basic and diluted loss per share is the same.

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.

F- 8

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, 2016 and December 31, 2015, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Recent Accounting Pronouncements

Revenue Recognition - In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements.

Statement of Cash Flows – In 2016 the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments” and ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, ASU 2016-15 addresses the presentation and classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-18 is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the cash flows statement. The statement requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. These pronouncements go into effect for periods beginning after December 15, 2017. The Company does not believe the adoption of these pronouncements will have a material effect on the Company’s financial statements.

Leases – In February 2016, the FASB issued ASU 2016-02 which amends existing lease accounting guidance, and requires recognition of most lease arrangements on the balance sheet. The adoption of this standard will result in the Company recognizing a right-of-use asset representing its rights to use the underlying asset for the lease term with an offsetting lease liability. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.

Going Concern – In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on December 31, 2016, and early adoption was permitted. The Company has implemented this guidance on December 31, 2016.

Stock Compensation — In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which will simplify the income tax consequences, accounting for forfeitures and classification on the Statement of Cash Flows. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of Topic 718 did not have a material impact to the financial statements, including the presentation of equity-based compensation in the Statements of Operations.

NOTE 3 – EQUITY ISSUANCES

Upon formation of the Company on March 10, 2015, the Company issued 97,300,000 shares of common stock to the Company’s founding members for a total price of $9,730. As of December 31, 2016 and 2015, the Company had stock subscription receivable of $0 and $6,142 related to the founder shares, respectively.

NOTE 4 – STOCK COMPENSATION

During the year ended December 31, 2016 and the period from March 10, 2015 (inception) to December 31, 2015, the Company granted 700,000 and 2,000,000 shares of the Company’s common stock, respectively, to individuals and entities who served as employees, officers and/or directors of or service providers to the Company. The Company determined the fair value of the common stock to be $1.00 per share and recorded stock based compensation expense of $1,300,000 and $1,066,667 for the year ended December 31, 2016 and the period from March 10, 2015 (inception) to December 31, 2015, respectively, which is included in the statement of operations. The shares are issuable upon the completion of a public offering. As of December 31, 2016 and 2015, the Company had accrued stock compensation of $2,366,667 and $1,066,667, respectively. Future stock compensation expense related to shares granted in the year ended December 31, 2016 and for the period March 10 (inception) to December 31, 2015 will be $333,333.

F- 9

NOTE 5 – 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:

	12/31/2016			12/31/2015
U.S statutory rate		34.0	%		34.0	%
Florida State Corporate Income Tax Rate		5.5	%		5.5	%
Total statutory tax rates		39.5	%		39.5	%
Less valuation allowance		-39.5	%		-39.5	%
Net		-			-

The Company has a net operating loss carryover of approximately $281,197 available to offset future income for income tax reporting purposes, which will expire in various years through 2036, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. Therefore, the net operating loss carryover is fully reserved with a valuation allowance.

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of December 31, 2016.

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 year ended December 31, 2016 and the period March 10, 2015 (inception) through December 31, 2015, 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.

NOTE 6 – RELATED PARTY TRANSACTIONS

Mr. James Owens, the founder and controlling shareholder of the Company, loaned the Company a total of $1,014 for the period from March 10, 2015 (inception) to December 31, 2016. These funds have been used for organization and working capital purposes. The financial statements reflect this liability as “Due to related party” which was $1,014 and $0 at December 31, 2016 and 2015, respectively.

On June 30, 2017, the Company entered into an Intellectual Property Purchase Agreement with Webstar Networks (the “IP Purchase Agreement”). James Owens controls the voting power of Webstar Networks. Under the terms of this agreement, the Company agreed to purchase and Webstar Networks agreed to sell to the Company 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 Company will issue 17,000,000 shares of the Company’s unregistered common stock to acquire these assets. The closing date must occur no later than July 31, 2018 and is conditioned upon the Company’s sale of a minimum of $3,000,000 of the Company’s common stock in a public offering. The Company plans to close on the purchase of the Webstar eCampus assets promptly upon completion of the sale of at least $3,000,000 of its common stock.

F- 10

On August 16, 2017, the Company 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 the Company; business development and business advertising and due diligence processes. The term of the agreement commenced on August 16, 2017 and continues for a period of five years. Mr. Owens will receive a monthly retainer of $20,000 per month for his services.

On October 26, 2017, the Company entered into an Amended and Restated Letter of Intent with Soft Tech Development Corporation, a related party (“Soft Tech”) to the Letter of Intent dated August 16, 2017 to exclusively license its Gigabyte Slayer software and further develop and commercialize it throughout the world. In addition, the license agreement will include a clause that provides that, if at any time during the term of the license, Soft Tech develops or creates a software solution that it seeks to commercialize by way of marketing, selling or licensing to a third party (the “Future Software Products”), Soft Tech must first offer the Future Software Products to the Company on the same terms that Soft Tech seeks from a third party. Should the Company be unwilling or unable to enter into an agreement with Soft Tech to purchase or license the Future Software Products within 60 days from receipt of written notice of the offer from Soft Tech, then Soft Tech may sell or license the Future Software Products to a third party upon the same terms and conditions offered by Soft Tech to the Company. James Owens, founder and a substantial shareholder of the Company, owns an 80% interest in Soft Tech. Upon entering into a license agreement with Soft Tech, the Company agreed to pay an initial one-time license fee of $675,000 for the license plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming it raises at least $10,000,000 in a planned public offering of the Company’s common stock. In the event the amount raised is less than this amount, the Company agreed to accrue the cash portion of the license fee until such time as it has sufficient cash to make such payment. The closing date must occur no later than 90 days after the Company’s sale of a minimum of $3,000,000 of its common stock in this offering. The closing is conditioned upon the Company entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

On October 26, 2017, the Company entered into an Amended and Restated Letter of Intent with Soft Tech, a related party, to the Letter of Intent dated October 4, 2017 to exclusively license its Warp G software and further develop and commercialize it throughout the world. Upon entering into a license agreement with Soft Tech, the Company agreed to pay an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming it raises at least $10,000,000 in a planned public offering of the Company’s common stock. In the event the amount raised is less than this amount, the Company agreed to accrue the cash portion of the license fee until such time as it has sufficient cash to make such payment. The closing date must occur no later than 90 days after the sale of a minimum of $3,000,000 of the Company’s common stock in this offering. The closing is conditioned upon the Company entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

Joseph P. Stingone, Sr., the Company’s Chief Executive Officer has provided the use of its principal offices located at 4231 Walnut Bend, Jacksonville, FL 32257 free of charge until such time as the registration statement becomes effective and sufficient funds have been raised to support its business operations. At that time, a lease arrangement will be made.

F- 11

NOTE 7 - COMMITMENTS

Commitments

On March 10, 2015, the Company signed an agreement with Dr. John A. England, PhD, for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, and (ii) once the company’s public offering is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). The Options will be granted in accordance with the Company’s Stock Option Plan and shall vest 50% one year from the Date of Grant and the other 50% two years from the Date of Grant so long as he is a member of the Company’s Board of Directors. No compensation has been recorded or accrued for the years ended December 31, 2016 and 2015 as no services have been rendered.

On June 30, 2015, the Company signed an agreement each with Mr. Kevin Harrington and Mr. Kendall Almerico for director services. Such agreements call for their director service compensation to be paid in shares annually for three years of 250,000 each year starting June 30, 2015 or a total of 750,000 each at June 30, 2017. The shares will be issued to these directors upon the occurrence of the earlier of a Financing Event (as defined below) or July 31, 2018. Such shares have been recorded as stock compensation expense of $250,000 and $375,000 on the accompanying statements of operations for each director and reflected as accrued stock compensation at December 31, 2016 and 2015 on the accompanying balance sheets, respectively. The remaining number of shares have been recorded as stock compensation expense of $125,000 for each director and reflected as a total of $750,000 of accrued stock compensation for each director at June 30, 2017.

On August 22, 2017, the Company signed an agreement with Ron G. Landmann, M.D. for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, (ii) Once the Company’s registration is effective, he will receive 100,000 shares of the Company’s voting common stock and (iii) Once the Company’s registration is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). The Options shall vest 50% one year from the Date of Grant and the other 50% two years from the Appointment Date so long as he is a member of the Company’s Board of Directors.

On August 30, 2017, the Company signed an agreement with Michael A. Hendrickson for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, (ii) Once the Company’s registration is effective, he will receive 100,000 shares of the Company’s voting common stock and (iii) Once the Company’s registration is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). The Options shall vest 50% one year from the Date of Grant and the other 50% two years from the Appointment Date so long as he is a member of the Company’s Board of Directors.

Consulting Services

On March 24, 2015, the Company signed an agreement with iTV Partners.tv, Inc. for consulting services. Such agreement calls for the payment of a monthly retainer fee of $2,500 starting April 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting services and accrued consulting fees of $51,250 and $21,250 were recorded at December 31, 2016 and 2015, respectively. In addition to the monthly retainer, iTV Partners.tv, Inc. will be issued 250,000 shares of the Company’s common stock upon the occurrence of the earlier of a Financing Event or July 31, 2018. Such shares were recorded as stock compensation expense of $250,000 in 2015 on the accompanying statements of operations and reflected as accrued stock compensation of $250,000 at December 31, 2016 and 2015 on the accompanying balance sheets.

F- 12

On November 1, 2015, the Company signed an agreement with Blue Water Acquisitions, LLC-Series 4 for consulting services. Such agreement calls for the payment of a monthly retainer fee of $1,500 starting November 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting service and accrued consulting fees of $21,000 and $3,000 were recorded at December 31, 2016 and 2015, respectively. In addition to the monthly retainer, Blue Water Acquisitions, LLC-Series 4 will be issued 100,000 shares of the Company’s common stock for each year of service. Such shares have been recorded as stock compensation expense of $100,000 and $16,667 in the accompanying statement of operations for the year ended December 31, 2016 and the period from March 10 (inception) through December 31, 2015, respectively. The shares will be issued based upon each anniversary date of the contract until terminated. Shares will be issued upon the occurrence of the earlier of a Financing Event or July 31, 2018. Accrued stock compensation was $116,667 and $16,667 at December 31, 2016 and 2015 on the accompanying balance sheets, respectively.

Executive Employment Agreements

Joseph P. Stingone, Sr. As of September 12, 2016, Mr. Stingone and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chairman, Chief Executive Officer and President. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Stingone’s compensation will be: (i) salary of $250,000 per year, (ii) 250,000 shares of the Company’s common stock 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 its officers and directors. Mr. Stingone’s earned salary expense and accrued salary and wages was $75,000 for the year ended December 31, 2016. It was zero for the year ended December 31, 2015. Mr. Stingone’s share compensation was recorded in the Company’s stock compensation expense at the time of the agreement as $250,000 and is reflected as accrued stock compensation at December 31, 2016.

Nan A. Kreamer. As of September 13, 2016, Ms. Kreamer and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chief Financial Officer and Treasurer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Ms. Kreamer’s compensation will be: (i) salary of $200,000 per year, (ii) 200,000 shares of the Company’s common stock 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 its officers and directors. Ms. Kreamer’s earned salary expense and accrued salary and wages was $59,444 for the year ended December 31, 2016. It was zero for the year ended December 31, 2015. Ms. Kreamer’s share compensation was recorded in the Company’s stock compensation expense at the time of the agreement as $200,000 and is reflected as accrued stock compensation at December 31, 2016.

David Herzfeld. As of June 16, 2016, Mr. Herzfeld and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chief Technology Officer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Herzfeld’s compensation will be: (i) salary of $100,000 per year for the first six months of the term and $150,000 on an annual basis for the remainder of the initial one year term of the agreement, (ii) 250,000 shares of the Company’s common stock 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 its officers and directors. Mr. Herzfeld’s earned salary expense and accrued salary and wages was $56,250 for the year ended December 31, 2016. It was zero for the year ended December 31, 2015. Mr. Herzfeld’s share compensation is recorded in the Company’s stock compensation expense at the time of the agreement as $250,000 and is reflected as accrued stock compensation at December 31, 2016.

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Common Provisions of Executive Employment Agreements . Executives are entitled to up to two weeks paid vacation each year, increasing to three weeks after the first year of employment and four weeks after the second year of employment, the right to participate in personal insurance benefits programs it offers to all company executives and reimbursement of expenses incurred in the course of employment. If an Executive’s employment is terminated without cause, the executive is entitled to be paid their compensation through the end of the remaining term. If the executive’s employment is terminated with cause, they are not entitled to any compensation as of the termination date. During the term of employment and for a period of two years thereafter, the executive agreed to refrain from engaging in a business that is or plans to offer products or services offered by the Company or engages in any other business in which the Company is engaged. In addition, the executive agreed to keep certain information of the Company confidential.

The executives have orally agreed to defer their compensation under their employment agreements until the Company raises sufficient capital to begin payments of their salary in cash.

Financing Event as included in the Director, Consultant and Executive Employment Agreements . The shares of common stock that are issuable pursuant to the agreements with the Company’s Board of Directors, consultants and executive officers are issuable within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares to the director, consultant or employee or their respective designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the Shares will be issued and delivered to the executive immediately prior to the closing of the transaction so that the executive will receive their percentage of the compensation in kind for the acquisition or merger.

F- 14

Webstar Technology Group, Inc.

Condensed Balance Sheets

(Unaudited)

	June 30, 2017			December 31, 2016
ASSETS

Current assets
Cash	$	487		$	544
Prepaid expenses		709			2,709
Total current assets		1,196			3,253

Total assets	$	1,196		$	3,253

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities
Accrued stock compensation	$	2,766,667		$	2,366,667
Accrued salaries and related payroll taxes		555,145			205,283
Accrued consulting fees		96,250			72,250
Accrued professional fees		10,480			2,650
Due to related party		30,147			1,014
Total current liabilities		3,458,689			2,647,864

Commitments

Shareholders’ deficit
Preferred stock, $0.0001 par value; Authorized 1,000,000 shares; None issued and outstanding		-			-
Common stock, $0.0001 par value; Authorized 300,000,000 shares; 97,300,000 issued and outstanding		9,730			9,730
Additional paid-in-capital		-			-
Accumulated deficit		(3,467,223	)		(2,654,341	)
Total shareholders’ deficit		(3,457,493	)		(2,644,611	)

Total liabilities and shareholders’ deficit	$	1,196		$	3,253

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

F- 15

Webstar Technology Group, Inc.

Condensed Statements of Operations

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2017			2016			2017			2016
Operating expenses
Stock compensation expense	$	250,000		$	400,000		$	400,000		$	550,000
General and administrative		233,814			16,521			412,882			30,617
Total operating expense		483,814			416,521			812,882			580,617

Net loss before taxes		(483,814	)		(416,521	)		(812,882	)		(580,617	)
Income tax expense		-			-			-			-
Net loss	$	(483,814	)	$	(416,521	)	$	(812,882	)	$	(580,617	)

Net loss per share-basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding-basic and diluted		97,300,000			97,300,000			97,300,000			97,300,000

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

F- 16

Webstar Technology Group

Condensed Statements of Shareholders’ Deficit

Year Ended December 31, 2016 and six months ended June 30, 2017

(Unaudited)

	Preferred Stock				Common Stock				Additional		Retained
	Shares		Amount		Shares		Amount		Paid-in-Capital		Deficit			Total
Balance December 31, 2015		-	$	-		97,300,000	$	9,730	$	-	$	(1,093,694	)	$	(1,083,964	)
Net loss		-		-		-		-		-		(1,560,647	)		(1,560,647	)
Balance December 31, 2016		-		-		97,300,000		9,730		-		(2,654,341	)		(2,644,611	)

Net loss		-		-		-		-		-		(812,882	)		(812,882	)
Balance June 30, 2017		-	$	-		97,300,000	$	9,730	$	-	$	(3,467,223	)	$	(3,457,493	)

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

F- 17

Webstar Technology Group, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	For the six months ended June 30,
	2017			2016
Cash Flows from operating activities
Net loss	$	(812,882	)	$	(580,617	)

Adjustments to reconcile net loss to cash used in operating activities:
Stock compensation expense		400,000			550,000

Change in current assets and liabilities
Prepaid expenses		2,000			2,056
Accrued salaries and related payroll taxes		349,862			4,485
Accrued consulting fees		24,000			24,000
Accrued professional fees		7,830			-
Net cash used in operating activities		(29,190	)		(76	)

Cash flows from financing activities
Proceeds from related party		29,133			-
Net cash provided by financing activities		29,133			-

Net decrease in cash		(57	)		(76	)
Cash at the beginning of the period		544			102
Cash at the end of the period	$	487		$	26

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

F- 18

WEBSTAR TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Webstar Technology Group, Inc. (the “Company”) was incorporated in Wyoming, on March 10, 2015. The Company was established for the operation of certain licensed and purchased software solutions. The Company’s fiscal year end is December 31st. Since inception, the Company signed two letters of intent with a related party to license proprietary software technology solutions; i.e., Gigabyte Slayer and WARP-G. The Company has been focused in large part on organizational activities and the development of business plans to license the Gigabyte Slayer software application that is designed to deliver live video streams, video downloads and large data files more efficiently by using new proprietary data compression technology and to license the WARP-G software solution that is designed to enable enterprise customers that transmit live video streams, video downloads and large data files to push such data over existing pipelines at higher speeds in less time also by using new proprietary data compression technology. Further, the Company has signed an Intellectual Property Purchase Agreement to acquire the intellectual property rights for the Webstar eCampus virtual classroom access platform from a related party, which should occur following the completion of this Offering. The Company plans to complete these transactions using a portion of the proceeds raised in this offering.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited condensed financial statements are adequate to make the information presented not misleading. The unaudited condensed financial statements included in this document have been prepared on the same basis as the annual financial statements, and in the Company’s opinion, reflect all adjustments which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months and six months ended June 30, 2017 and 2016 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2016 and for the period March 10, 2015 (Inception) to December 31, 2015.

Liquidity, Going Concern and Uncertainties

These unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. 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.

To date, the Company’s commercial operations have not generated revenues to enable profitability. As of June 30, 2017, the Company had an accumulated deficit of $3,467,223, and has incurred net losses of $812,882 for the six months ended June 30, 2017. Based on the current business plans and the Company’s operating requirements, management believes that the existing cash at June 30, 2017 will not be sufficient to fund operations for at least the next twelve months following the issuance of these unaudited condensed financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

F- 19

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, and to successfully execute its business plans. Management is actively pursuing financing, but can provide no assurances that such financing will be available on acceptable terms, or at all. Without this funding, the Company could be required to delay, scale back or eliminate some or all of its business plans which would likely have a material adverse effect on the Company.

Use of Estimates

The preparation of the unaudited condensed 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 dates of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company’s industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.

Fair Value of Financial Instruments and Fair Value Measurements

	●	Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

	●	Level 2 – Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	●	Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the unaudited condensed balance sheet for cash, prepaid expense, accrued expenses, and due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016.

AC 825-10 “Financial Instruments,” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company elected to apply the fair value option to its stock compensation expense.

Stock Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based compensation to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Stock compensation for stock awards to employees, directors and consultants has been recorded at the estimated fair value of the award.

F- 20

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 shareholders by the weighted average number of common shares available. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no dilutive securities and, therefore, basic and diluted loss per share is the same.

Income Taxes

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 June 30, 2017 and December 31, 2016, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Recent Accounting Pronouncements

F- 21

NOTE 3 – STOCK COMPENSATION

The Company granted 100,000 shares of the Company’s common stock for the three and six months ended June 30, 2017 and 250,000 shares of the Company’s common stock for the three and six months ended June 30, 2016 to individuals and entities who served as employees, officers and/or directors of or service providers to the Company. As of June 30, 2017 the total such shares granted were 2,800,000. The Company determined the fair value of the common stock to be $1.00 per share and recorded stock based compensation expense of $250,000 and $400,000 for the three and six months ended June 30, 2017, respectively, and $400,000 and $550,000 for the three and six months ended June 30, 2016, respectively, which is included in the statements of operations. The shares are issuable upon the completion of a public offering. As of June 30, 2017 and December 31, 2016, the Company had accrued stock compensation of $2,766,667 and $2,366,667, respectively, in the accompanying balance sheets. Future stock compensation expense related to shares granted as of June 30, 2017 will be $33,333.

NOTE 4 – RELATED PARTY TRANSACTIONS

Mr. James Owens, the controlling shareholder of the Company, loaned the Company a total of $29,133 for the six months ended June 30, 2017. These funds have been used for organization and working capital purposes. The financial statements reflect this liability as “Due to related party” which was $30,147 at June 30, 2017 and $1,014 at December 31, 2016.

On June 30, 2017, the Company entered into an Intellectual Property Purchase Agreement with Webstar Networks (the “IP Purchase Agreement”). James Owens, a substantial shareholder of the Company controls the voting power of Webstar Networks. Under the terms of this agreement, the Company agreed to purchase and Webstar Networks agreed to sell 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 Company will issue 17,000,000 shares of its unregistered common stock to acquire these assets. The closing date must occur no later than July 31, 2018 and is conditioned upon the sale of a minimum of $3,000,000 of its common stock in this offering. Additionally, the IP Purchase Agreement contains additional covenants, representations and warranties that are customary of asset purchase and sale agreements. The Company plans to close on the purchase of the Webstar eCampus assets promptly upon completion of the sale of at least $3,000,000 of its common stock in this offering.

On October 26, 2017, the Company entered into an Amended and Restated Letter of Intent with Soft Tech Development Corporation, a related party (“Soft Tech”) to the Letter of Intent dated August 16, 2017 to exclusively license its Gigabyte Slayer software and further develop and commercialize it throughout the world. In addition, the license agreement for Gigabyte Slayer will include a clause that provides that if at any time during the term of the license, Soft Tech develops or creates a software solution that it seeks to commercialize by way of marketing, selling or licensing to a third party (the “Future Software Products”), Soft Tech must first offer the Future Software Products to the Company on the same terms that Soft Tech seeks from a third party. Should the Company be unwilling or unable to enter into an agreement with Soft Tech to purchase or license the Future Software Products within 60 days from receipt of written notice of the offer from Soft Tech, then Soft Tech may sell or license the Future Software Products to a third party upon the same terms and conditions offered by Soft Tech to the Company. James Owens, a substantial shareholder of the Company, owns an 80% interest in Soft Tech. Upon entering into a license agreement with Soft Tech, the Company agreed to pay an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming the Company raises at least $10,000,000 in a planned public offering of the Company’s common stock. In the event the amount raised is less than this amount, the Company agreed to accrue the cash portion of the license fee until such time as it has sufficient cash to make such payment. The closing date must occur no later than 90 days after the Company’s sale of a minimum of $3,000,000 of its common stock in this offering. The closing is conditioned upon it entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

F- 22

On October 26, 2017, the Company entered into an Amended and Restated Letter of Intent with Soft Tech, a related party, to the Letter of Intent dated October 4, 2017 to exclusively license its Warp G software and further develop and commercialize it throughout the world. Upon entering into a license agreement with Soft Tech, the Company agreed to pay an initial one-time license fee of $675,000 plus a recurring license fee equal to 12% of gross revenue paid by an unrelated third party to use the software assuming it raises at least $10,000,000 in a planned public offering of the Company’s common stock. In the event the amount raised is less than this amount, the Company agreed to accrue the cash portion of the license fee until such time as it has sufficient cash to make such payment. The closing date must occur no later than 90 days after the Company’s sale of a minimum of $3,000,000 of its common stock in this offering. The closing is conditioned upon it entering into a license agreement with Soft Tech, payment or accrual of the initial license fee and the consent of the board of directors for both companies. The letter of intent may be terminated by either party at any time for any reason or for no reason.

NOTE 5 - COMMITMENTS

Commitments

On March 10, 2015, the Company signed an agreement with Dr. John A. England, PhD, for director services. Under the terms of the agreement, he consents to serve as a Director of the Company for a term of up to two (2) years. Such agreement calls for his director service compensation to be as follows: (i) $3,000 for attendance at the Company’s quarterly board of directors meeting, and (ii) once the company’s public offering is effective, stock options to purchase 100,000 shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). The Options will be granted in accordance with the Company’s Stock Option Plan and shall vest 50% one year from the Date of Grant and the other 50% two years from the Date of Grant so long as he is a member of the Company’s Board of Directors. No compensation has been recorded or accrued for the six months ended June 30, 2017 or for the year ended December 31, 2016 as no services have been rendered.

On June 30, 2015, the Company signed an agreement each with Mr. Kevin Harrington and Mr. Kendall Almerico for director services. Such agreements call for their director service compensation to be paid in shares annually for three years of 250,000 each year starting June 30, 2015 or a total of 750,000 each at June 30, 2017. The shares will be issued to these directors upon the occurrence of the earlier of a Financing Event (as defined below) or July 31, 2018. Such shares have been recorded as stock compensation expense of $62,500 and $125,000 for each director for the three and six months ended June 30, 2017 and $62,500 and $125,000 for the three and six months ended June 31, 2016 for each director on the accompanying statements of operations. Accrued stock compensation is $750,000 and $625,000 for each director at June 30, 2017 and December 31, 2016, respectively, on the accompanying balance sheets.

F- 23

Consulting Services

On March 24, 2015, the Company signed an agreement with iTV Partners.tv, Inc. for consulting services. Such agreement calls for the payment of a monthly retainer fee of $2,500 starting April 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting services were $7,500 and $15,000 in the three and six months ended June 30, 2017 and were $7,500 and $15,000 in the three and six months ended June 30, 2016, respectively, on the accompanying statements of operations. Accrued consulting fees of $66,750 and $51,250 were recorded at June 30, 2017 and December 31, 2016, respectively, in the accompanying balance sheets. In addition to the monthly retainer, iTV Partners.tv, Inc. will be issued 250,000 shares of the Company’s common stock upon the occurrence of the earlier of a Financing Event or July 31, 2018. Such shares were recorded as stock compensation expense of $250,000 in 2015 on the accompanying statements of operations and reflected as accrued stock compensation of $250,000 at June 30, 2017 and December 31, 2016 on the accompanying balance sheets.

On November 1, 2015, the Company signed an agreement with Blue Water Acquisitions, LLC-Series 4 for consulting services. Such agreement calls for the payment of a monthly retainer fee of $1,500 starting November 1, 2015. This amount has been accrued and will be paid upon the occurrence of a Financing Event. Consulting services were $4,500 and $9,000 in the three and six months ended June 30, 2017 and were $4,500 and $9,000 in the three and six months ended June 30, 2016, respectively, on the accompanying statements of operations. Accrued consulting fees of $30,000 and $21,000 were recorded at June 30, 2017 and December 31, 2016, respectively, in the accompanying balance sheets... In addition to the monthly retainer, Blue Water Acquisitions, LLC-Series 4 will be issued 100,000 shares of the Company’s common stock for each year of service. Such shares have been recorded as stock compensation expense of $25,000 and $50,000 for the three and six months ended June 30, 2017 and $25,000 and $50,000 for the three and six months ended June 30, 2016, respectively, in the accompanying statements of operations. The shares will be issued based upon each anniversary date of the contract until terminated. Shares will be issued upon the occurrence of the earlier of a Financing Event or July 31, 2018. Accrued stock compensation was $166,667 and $116,667 at June 30, 2017 and December 31, 2016, respectively, on the accompanying balance sheets.

Executive Employment Agreements

Joseph P. Stingone, Sr. As of September 12, 2016, Mr. Stingone and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chairman, Chief Executive Officer and President. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Stingone’s compensation will be: (i) salary of $250,000 per year, (ii) 250,000 shares of its common stock 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 its officers and directors. Mr. Stingone’s earned salary expense and accrued salary and wages was $62,500 and $125,000 for the three and six months ended June 30, 2017 in the accompanying statements of operations. It was zero for three and six months ended June 30, 2016. Mr. Stingone’s share compensation was recorded in the Company’s stock compensation expense at the time of the agreement as $250,000 and is reflected as accrued stock compensation at June 30, 2017 and December 31, 2016 in the accompanying balance sheets.

F- 24

Nan A. Kreamer. As of September 13, 2016, Ms. Kreamer and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chief Financial Officer and Treasurer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Ms. Kreamer’s compensation will be: (i) salary of $200,000 per year, (ii) 200,000 shares of its common stock 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 its officers and directors. Ms. Kreamer’s earned salary expense and accrued salary and wages was $50,000 and $100,000 for the three and six months ended June 30, 2017 in the accompanying statements of operations. It was zero for the three and six months ended June 30, 2016. Ms. Kreamer’s share compensation is recorded in the Company’s stock compensation expense at the time of the agreement as $200,000 and is reflected as accrued stock compensation at June 30, 2017 and December 31, 2016 in the accompanying balance sheets.

David Herzfeld. As of June 16, 2016, Mr. Herzfeld and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chief Technology Officer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Herzfeld’s compensation will be: (i) salary of $100,000 per year for the first six months of the term and $150,000 on an annual basis for the remainder of the initial term of the agreement, (ii) 250,000 shares of its common stock 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 its officers and directors. Mr. Herzfeld’s earned salary expense and accrued salary and wages was $37,500 and $75,000 for the three and six months ended June 30, 2017 in the accompanying statements of operations and was $4,167 in the three and six months ended June 30, 2016. Mr. Herzfeld’s share compensation was recorded in the Company’s stock compensation expense at the time of the agreement as $250,000 and is reflected as accrued stock compensation at June 30, 2017 and December 31, 2016 in the accompanying balance sheets.

Eugene Fedele . On May 1, 2017, Mr. Eugene Fedele and the Company entered into an Employment Agreement and an amendment to that agreement to serve as its Chief Marketing Officer. The term of this agreement is for a period of one year from the date of its execution and renews automatically for one-year periods unless a written notice of termination is provided not less than 30 days prior to the automatic renewal date. The agreement provides that Mr. Fedele’s compensation will be: (i) salary of $150,000 per year, (ii) 100,000 shares of its common stock 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 its officers and directors. Mr. Fedele’s earned salary expense and accrued salary and wages was $25,000 for the three and six months ended June 30, 2017 in the accompanying statements of operations and was $0 in the three and six months ended June 30, 2016. Mr. Fedele’s share compensation was recorded in the Company’s stock compensation expense at the time of the agreement as $100,000 and is reflected as accrued stock compensation at June 30, 2017 and $0 for the year ended December 31, 2016 in the accompanying balance sheets.

Common Provisions of Executive Employment Agreements . Executives are entitled to up to two weeks paid vacation each year, increasing to three weeks after the first year of employment and four weeks after the second year of employment, the right to participate in personal insurance benefits programs offered to all company executives and reimbursement of expenses incurred in the course of employment. If an Executive’s employment is terminated without cause, the executive is entitled to be paid their compensation through the end of the remaining term. If the executive’s employment is terminated with cause, they are not entitled to any compensation as of the termination date. During the term of employment and for a period of two years thereafter, the executive agreed to refrain from engaging in a business that is or that plans to offer products or services offered by the Company or engages in any other business in which the Company is engaged. In addition, the executive agreed to keep certain information of the Company confidential.

The executives have orally agreed to defer their compensation under their employment agreements until the Company raises sufficient capital to begin payments of their salary in cash.

Financing Event as included in the Director, Consultant and Executive Employment Agreements . The shares of common stock are issuable pursuant to the agreements with the Company’s Board of Directors, consultants and executive officers within 15 days of (i) the effective date of a registration statement filed by the Company with the SEC or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (each, a “Financing Event”). In the event the Financing Event does not occur by July 31, 2018, the Company agreed to issue the shares to the director, consultant or employee or their respective designee. Also, if the Company is acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the Shares will be issued and delivered to the executive immediately prior to the closing of the transaction so that the executive will receive their percentage of the compensation in kind for the acquisition or merger.

F- 25

Webstar Technology Group, Inc.

20,000,000 Shares

Common Stock

PROSPECTUS

_______________, 2017

Until _________________, 20____ (the 25 ^th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

F- 26

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The table below lists various expenses payable in connection with the sale and distribution of the securities being registered hereby. All the expenses are estimates, except the Securities and Exchange Commission (“SEC”) registration fee. All such expenses will be borne by us.

Type	Amount
SEC Registration Fee	$	2,500
Publishing/Edgar Agents		2,500
Printing and Mailing Costs		4,000
Legal Fees and Expenses		30,000
Accounting Fees and Expenses		20,000
Total Expenses	$	59,000

Item 14. Indemnification of Directors and Officers

Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act (the “WBCA”), our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws.

Wyoming Business Corporation Act

The WBCA, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein.

The WBCA provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which 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.

The WBCA provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

The WBCA provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

Our Amended and Restated Bylaws

Our Amended and Restated Bylaws provide that we shall have the power to indemnify any of our officers or directors who acted in good faith and in a manner believed to be in the best interests of the corporation and had no reasonable cause to believe that their actions were unlawful.

We intend to enter into indemnification agreements with our directors and officers. These agreements will provide broader indemnity rights than those provided under the WBCA and our certificate of incorporation and by-laws. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset by our obligations to the director or officer under the indemnification agreement.

Our Amended and Restated Articles of Incorporation

In addition, our amended and restated articles of incorporation provide for the indemnification of our directors and officers for expenses incurred by them in their capacities as directors and officers. This right of indemnification extends to fines, liabilities, settlements, costs and expenses, including attorneys’ fees, asserted against a director or an officer, or arising out of a director’s or an officer’s status as a director or an officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered 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.

On March 10, 2015 we issued an aggregate of 97,300,000 shares of our common stock in connection with the organization of the Company to five shareholders for an aggregate consideration of $9,730. The shares of our Common Stock were 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.

On April 15, 2015, pursuant to the terms of a consulting agreement with two unrelated parties, we agreed to issue an aggregate of 300,000 shares of our unregistered common stock as compensation upon achievement of certain events, but in no event later than July 31, 2018.

On June 30, 2015, pursuant to the terms of director services agreements with two members of our board of directors, we agreed to issue an aggregate of 1,500,000 shares of our unregistered common stock to them as compensation upon achievement of certain events, but in no event later than July 31, 2018.

On November 1, 2015, pursuant to the terms of a consulting agreement with an unrelated third party, we agreed to issue 200,000 shares of our unregistered common stock as compensation upon achievement of certain events, but in no event later than July 31, 2018.

On June 16, 2016, pursuant to the terms of an employment agreement with David Herzfeld, we agreed to issue 250,000 shares of our unregistered common stock as compensation upon achievement of certain events, but in no event later than July 31, 2018.

On September 12, 2016 pursuant to the terms of an employment agreement with Joseph P. Stingone, Sr. we agreed to issue 250,000 shares of our common stock to him in addition to cash compensation issuable upon achievement of certain events, but in no event later than July 31, 2018.

On September 13, 2016 pursuant to the terms of an employment agreement with Nan A. Kreamer, we agreed to issue 200,000 shares of our common stock to her in addition to cash compensation issuable upon achievement of certain events, but in no event later than July 31, 2018.

On May 1, 2017, pursuant to the terms of an employment agreement with Eugene Fedele, we agreed to issue 100,000 shares of our unregistered common stock to him as compensation upon achievement of certain events, but in no event later than July 31, 2018.

On August 22, 2017, pursuant to the terms of director services agreements with two members of our board of directors, we agreed to issue an aggregate of 200,000 shares of our unregistered common stock to them as compensation upon achievement of certain events, but in no event later than July 31, 2018.

The shares of our Common Stock issuable pursuant to the terms of these compensation agreements, will be 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.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules.

None.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act “may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(a)	Rule 415 Offering. The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Offering Circular filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on December 28, 2017.

	Webstar Technology Group, Inc.

	By:	/s/ Joseph P. Stingone, Sr.
		Joseph P. Stingone, Sr.
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 28, 2017.

Name		Title

/s/ Joseph P. Stingone		President, Chief Executive Officer and Director
Joseph P. Stingone, Sr.		(Principal Executive Officer)

/s/ Nan A. Kreamer		Chief Financial Officer
Nan A. Kreamer		(Principal Financial and Accounting Officer)

/s/ Ron Landmann		Director
Ron Landmann, M.D.

/s/ Michael Hendrickson		Director
Michael Hendrickson

/s/ John England		Director
John England, M.D.

/s/ Kevin Harington		Director
Kevin Harington

/s/ Kendall Almerico		Director
Kendall Almerico

EXHIBIT INDEX

Exhibit Number		Description

3.1*		Amended and Restated Articles of Incorporation filed on July 5, 2017.
3.2*		Amended and Restated Bylaws effective as of March 23, 2017.
5.1*		Opinion of the Law Office of Legal & Compliance, LLC.
10.1*+		Form of Executive Employment Agreement and Amendment.
10.2*+		Form of Consulting Agreement and Amendment.
10.3*		Intellectual Property Purchase Agreement between Webstar Networks Corporation and Webstar Technology Group, Inc. dated as June 30, 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.
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.
10.6*+		Form of Director Services Agreement.
10.7*		Form of Subscription Agreement.
10.8*		Amended and Restated Consulting Agreement between Webstar Technology Group, Inc. and James Owens dated August 16, 2017.
23.1*		Consent of Independent Registered Public Accounting Firm.
23.2*		Consent of the Law Office of Legal & Compliance, LLC (included in Exhibit 5.1).

*	Filed herewith.
+	Management contract or compensatory plan or arrangement.

AMENDED AND RESTATED BYLAWS

WEBSTAR TECHNOLOGY GROUP, INC.

a Wyoming corporation

1. Offices . Webstar Technology Group, Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Wyoming, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require.

2. Meetings of Stockholders .

2.1. Annual Meetings . The annual meetings of shareholders for the election of directors and for such other business as may be stated in the notice of the meeting shall be held at such time and date and place as the Board, by resolution, shall determine and as set forth in the notice of the meeting and shall be held at such place, either within or without the State of Wyoming. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

2.2. Deferred Meeting for Election of Directors, etc . If the annual meeting of shareholders for the election of directors and the transaction of other business is not held within the time specified in Section 2.1, the Board shall call a special meeting of shareholders for the election of directors and the transaction of other business as soon thereafter as convenient.

2.3. Other Special Meetings . A special meeting of shareholders (other than a special meeting for the election of directors), unless otherwise prescribed by statute, may only be called by the Board and may be called at any time by the Board. At any special meeting of shareholders, only such business may be transacted as is related to the purpose(s) of such meeting set forth in the notice thereof given pursuant to Section 2.5 or in any waiver of notice thereof given pursuant to Section 2.6.

2.4. Fixing Record Date . For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as of the record date for any such determination of shareholders. Such date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action. If no such record date is fixed:

(a) The record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if no notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(b) The record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed;

(c) The record date for determining shareholders for any purpose other than those specified in Sections 2.4(a) and Section 2.4(b) shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of shareholders entitled to notice of, or to vote at, any meeting of shareholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

2.5. Notice of Meetings of Stockholders; Location . Except as otherwise provided in Section 2.4 and Section 2.6, whenever under any provision of the Wyoming Business Corporation Act (as the same may be amended and supplemented from time to time, and including any successor provision thereto, the “WBCA”), the Articles of Incorporation of the Corporation (as the same may be amended, supplemented and/or restated from time to time, the “Articles”) or these Bylaws, shareholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called. Except as otherwise provided by any provision of the WBCA, a copy of the notice of any meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the date of the meeting, to each shareholder entitled to notice of, or to vote at, such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken and, at the adjourned meeting, any business may be transacted that might have been transacted at the meeting originally called. If, however, the adjournment is for more than 60 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. The Board may designate the place of meeting for any meeting of Stockholders. If no designation is made by the Board, the place of meeting shall be the principal executive offices of the Corporation. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the WBCA

2.6. Waivers of Notice . Whenever notice is required to be given to the shareholders under any provision of the WBCA, or the Articles or these Bylaws, a written waiver thereof, signed by a shareholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice.

2.7. Quorum of Stockholders ; Adjournment; Postponement . When a quorum is once present to organize a meeting of shareholders, it is not broken by the subsequent withdrawal of any shareholders. The Chairman, or the holders of a majority of the shares of stock present in person or represented by proxy at any meeting of shareholders, including an adjournment meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Any previously scheduled meeting of shareholders may be postponed, and any previously scheduled special meeting of Stockholders may be canceled, by the Board upon public notice given prior to the time previously scheduled for such meeting of shareholders.

2.8. Voting ; Proxies .

(a) Unless otherwise provided in the Articles, every shareholder of record shall be entitled at every meeting of shareholders to one vote for each share of capital stock standing in his name on the record of shareholders determined in accordance with Section 2.4. If the Articles provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision of the WBCA, to a majority or other proportion of stock shall refer to such majority to other proportion of the votes of such stock. The provisions of the WBCA shall apply in determining whether any shares of capital stock may be voted and the persons, if any entitled to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of shareholders as owners thereof for all purposes.

(b) The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “Nominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in Section 2.9 and (ii) such nomination has not been withdrawn by such shareholder on or before the 10 ^th day before the Corporation first mails its notice of meeting for such meeting to the shareholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Articles.

(c) As to each matter submitted to a vote of the shareholders (other than the election of directors), except as otherwise provided by law or by the Articles or by these Bylaws, such matter shall be decided by a majority of the votes cast on such matter.

(d) In voting on any other question on which a vote by ballot is required by law or is demanded by any shareholder entitled to vote (other than election of directors), the voting shall be by ballot. Each ballot shall be signed by the shareholder voting or by his proxy and shall state the number of shares voted. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person(s) to act for him by proxy. Any proxy to be used at a meeting of shareholders must be delivered to the Secretary of the Corporation or his or her representative at the principal executive offices of the Corporation at or before the time of the meeting. The validity and enforceability of any proxy shall be determined in accordance with the provisions of the WBCA. The Chairman shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at the meeting.

2.9. Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of shareholders at which directors are to be elected only (a) by or at the direction of the Board or (b) by any shareholder of the Corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in Section 2.10.

2.10. Notices of Business or Nominations for Director.

(a) For director nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder, a shareholder’s notice must include the following information and/or documents, as applicable: (A) the name and address of the shareholder giving the notice, as they appear on the Corporation’s books, and of the beneficial owner of stock of the Corporation, if any, on whose behalf such nomination or proposal of other business is made (such beneficial owner, the “Beneficial Owner”); (B) representations that, as of the date of delivery of such notice, such shareholder is a holder of record of stock of the Corporation and is entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to propose and vote for such nomination and any such other business; (C) as to each person whom the shareholder proposes to nominate for election or re-election as a director (a “Stockholder Nominee”): (1) all information relating to such Stockholder Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”) or any successor provision thereto, including such Stockholder Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and to being named in the Corporation’s proxy statement and form of proxy if the Corporation so determines, (2) a statement whether such Stockholder Nominee, if elected, intends to tender, promptly following such Stockholder Nominee’s election or re-election, an irrevocable offer of resignation effective upon such Stockholder Nominee’s failure to receive the required vote for re-election at the next meeting at which such Stockholder Nominee would face re-election and upon acceptance of such resignation by the Board; and (3) such other information as may be reasonably requested by the Corporation; (D) as to any other business that the shareholder proposes to bring before the meeting: (1) a brief description of such business, (2) the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the text of the proposed amendment) and (3) the reasons for conducting such business at the meeting; and (E) in all cases: (1) the name of each individual, firm, corporation, limited liability company, partnership, trust or other entity (including any successor thereto, a “Person”) with whom the shareholder, any Beneficial Owner, any Stockholder Nominee and the respective affiliates and associates (as defined under Regulation 12B under the Exchange Act or any successor provision thereto) of such shareholder, Beneficial Owner and/or Stockholder Nominee (each of the foregoing, including, for the avoidance of doubt, the Stockholder, Beneficial Owner and/or Stockholder Nominee, a “Stockholder Group Member”) either is acting in concert with respect to the Corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation made generally by such Person to all holders of common stock of the Corporation) or disposing of any capital stock of the Corporation or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses) (each Person described in this clause (1), including each Stockholder Group Member, a “Covered Person”), and a description, and, if in writing, a copy, of each such agreement, arrangement or understanding, (2) a list of the class, series and number of shares of capital stock of the Corporation that are beneficially owned or owned of record by each Covered Person, together with documentary evidence of such record or beneficial ownership, (3) a list of all derivative securities (as defined in Rule 16a-1 under the Exchange Act or any successor provision thereto) and other derivatives or similar arrangements to which any Covered Person is a counterparty and relating to any shares of capital stock of the Corporation, a description of all economic terms of all such derivative securities and other derivatives or similar arrangements and copies of all agreements and other documents relating to each of such derivative securities and other derivatives or similar arrangements, (4) a list of all transactions by any Covered Person involving any shares of capital stock of the Corporation or any derivative securities (as defined under Rule 16a-1 under the Exchange Act or any successor provision thereto) or other derivatives or similar arrangements related to any shares of capital stock of the Corporation entered into or consummated within 60 days prior to the date of such notice, (5) details of all other material interests of each Covered Person in such nomination or proposal or shares of capital stock of the Corporation (including any rights to dividends or performance-related fees based on any increase or decrease in the value of such shares of capital stock) and (6) a representation as to whether any Covered Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to, in the case of a nomination or nominations, at least the percentage of the Corporation’s outstanding capital stock reasonably believed by the Covered Person to be sufficient to elect the nominee or nominees proposed to be nominated by the shareholder and, in the case of a proposal, holders of at least the percentage of the Corporation’s outstanding capital stock required to elect any Stockholder Nominee or approve such proposal (such representation, the “Solicitation Representation”).

(b) A notice delivered by or on behalf of any Stockholder under this Section 2.10 shall be deemed to be not in compliance with this Section 2.10 and not be effective if: (x) such notice does not include all of the information, documents and representations required under this Section 2.10, (y) after delivery of such notice, any information or document required to be included in such notice changes or is amended, modified or supplemented, as applicable, prior to the date of the relevant meeting and such information and/or document is not delivered to the Corporation by way of a further written notice as promptly as practicable following the event causing such change in information or amendment, modification or supplement, as applicable, and in any case where such event occurs within 45 days of the date of the relevant meeting, within five business days after such event or (z) any Covered Person does not act in accordance with the representation set forth in the Solicitation Representation; provided, however, that the Board shall have the authority to waive any such non-compliance if the Board determines that such action is appropriate in the exercise of its fiduciary duties.

(c) Notwithstanding Section 2.10(b), in the event that the number of directors to be elected to the Board is increased effective at the next annual meeting and there is no Public Announcement (as defined below) specifying the size of the increased Board made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10 ^th day following the day on which such Public Announcement is first made by the Corporation and such notice otherwise complies with the requirements of this Section 2.10. To be timely, a shareholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary date, or if no annual meeting was held in the preceding year, notice by a shareholder to be timely must be so delivered not earlier than the 120 ^th day prior to such annual meeting and not later than the close of business on the later of the 90 ^th day prior to such annual meeting and the 10 ^th day following the day on which the Public Announcement of the date of such meeting is first made by the Corporation. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a Stockholder’s notice as described in this Section 2.10.

(d) “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or any document delivered to all Stockholders (including any quarterly income statement).

2.11. Selection and Duties of Inspectors at Meeting of Stockholders . The Board, in advance of any meeting of shareholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may and, on the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector(s) shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and shall do such acts as are proper to conduct the election or vote with fairness to all shareholders. On the request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspector(s) shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. Any report or certificate made by the inspector(s) shall be prima facie evidence of the facts stated and of the vote as certified by him or them.

2.12. Organization . At every meeting of shareholders, the Chief Executive Officer or, in the absence of the Chief Executive Officer, the President or a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present) shall act as chairman of the meeting. In case none of the officers above designated to act as chairman or secretary of the meeting, respectively, shall be present, a chairman or a secretary of the meeting, as the case may be, may be chosen by a majority of the voting power, which includes the voting power which is present in person or represented by proxy and entitled to vote at the meeting.

2.13. Order of Business . The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares of capital stock present, in person or represented by proxy and entitled to vote at the meeting.

2.14. Copies. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing

3. Directors .

3.1. Number and Term . Except as provided by any provision of the WBCA, the number of directors shall initially be four (4) or such other number of persons as the majority of the full Board, by resolution, may from time to time determine. The directors shall, except for filling vacancies (whether resulting from an increase in the number of directors, resignations, removals or otherwise), be elected at the annual meeting of the shareholders and each director shall be elected to serve until his successor is elected and qualifies. Directors need not be shareholders. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. The members of the Board shall elect a chairman of the Board (the “Chairman”) by a vote of a majority vote of all directors (which may include the vote of the person so elected).

3.2. Resignations . Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein and, if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

3.3. Vacancies . Except as set forth in Section 3.4, if the office of any director, member of a committee or other officer becomes vacant (whether resulting from an increase in the number of directors, resignations, removals or otherwise), the remaining directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

3.4. Removal . Any director(s) may be removed either for or without cause at any time by the affirmative vote of the holders of two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote, at a special meeting of the shareholders called for that purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the shareholders entitled to vote.

3.5. Increase or Decrease of Number . The number of directors may be increased or decreased only by the affirmative vote of a majority of the directors, though less than a quorum. Any newly created directorships may be filled in the same manner as a vacancy.

3.6. Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by applicable law or by the Articles. If any such provision is made in the Articles, the powers and duties imposed upon the Board by applicable law shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles. The Board shall exercise all of the powers of the Corporation except such as are by law, or by the Articles of the Corporation or by these Bylaws, conferred upon or reserved to the shareholders.

3.7. Conference Call . Members of the Board or any committee designated by such Board may participate in a meeting of the Board or such committee by means of telephone conference or similar communication equipment by means of which all persons participating in the meeting can hear each other and participation pursuant to this section shall constitute presence at such meeting.

3.8. Committees . The Board may, by resolution(s) passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or such committee or committees, the member or members thereof present at any such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, but no such committee shall have the power or authority in reference to amending the Articles, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws of the Corporation and, unless the resolution, these Bylaws or the Articles expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

3.9. Meetings . Meetings of the Board, regular or special, may be held at any place within or without the State of Wyoming.

(a) On the day when, and at the place where, the annual meeting of shareholders for the election of directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes or organization, election of officers and transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in this section for special meetings of the Board or in a waiver of notice thereof.

(b) Regular meetings of the directors may be held without notice at such place and time as shall be determined from time to time by resolution of the directors.

(c) Special meetings of the Board may be called by the Chief Executive Officer or by the Secretary on the written request of any two or more directors on at least ten (10) days’ notice to each director and shall be held at such place(s) as may be determined by the directors, or as shall be stated in the call of the meeting.

(d) Anything in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

3.10. Quorum . A majority of the directors in office from time to time shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained and no further notice thereof need be given, other than by announcement at the meeting which shall be so adjourned.

3.11. Compensation . Unless otherwise restricted by the Articles, the Board shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or paid a stated salary or paid other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee meetings.

3.12. Action Without Meeting . Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the Board, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

3.13. Telephone Meeting . Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

3.14. Annual Report . As soon as practicable after the close of each fiscal year, a report of the business and affairs of the Corporation to the shareholders shall be made under the direction of the Board, unless the Board determines, in its reasonable discretion, that such a report is not reasonably required.

4. Officers .

4.1. Officers . The Board may elect or appoint a Chief Executive Officer and such other officers as it may determine. The Board may designate a President and one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Presidents elected or appointed by it. Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal in the manner provided in Section 4.2. Any two or more offices may be held by the same person. The Board may require any officer to give a bond or other security for the faithful performance of his duties, in such amount and with such sureties as the Board may determine. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or as the Board may from time to time determine.

4.2. Removal of Officers . Any officer elected or appointed by the Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

4.3. Resignations . Any officer may resign at any time by notifying the Board, the Chief Executive Officer or the Secretary in writing. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

4.4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for the regular election or appointment to such office.

4.5. Compensation . Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.

4.6. Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, subject to control of the Board, and shall report directly to the Board, and shall have supervisory responsibility over officers operating and discharging their responsibilities. The Chief Executive Officer shall perform all such other duties which are commonly incident to the capacity of Chief Executive Officer or which are delegated to him or her by the Board. The Chief Executive Officer shall, if present, preside at all meetings of the shareholders. He may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the Corporation. He may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed, and, in general, he shall perform all duties incident to the office of Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board.

4.7. Principal Financial Officer. The Principal Financial Officer shall perform all the powers and duties of the office of the principal financial officer and in general have overall supervision of the financial operations of the Corporation. The Principal Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. If there is no Principal Financial Officer, the Chief Executive Officer shall perform the Principal Financial Officer’s functions.

4.8. Executive Vice Presidents . At the request of the Chief Executive Officer or, in his absence, at the request of the Board, the Executive Vice Presidents shall (in such order as may be designated by the Board or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the Chief Executive Officer and, so acting, shall have all the powers of and be subject to all restrictions upon the Chief Executive Officer. Any Executive Vice President may also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the Corporation, may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed, and shall perform such other duties as from time to time may be assigned to him by the Board or the Chief Executive Officer.

4.9. Secretary . The Secretary, if present, shall act as Secretary of all meetings of the shareholders and of the Board and shall keep the minutes thereof in the proper book(s) to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he may, with the Chief Executive Officer or a President or Vice President, sign certificates for shares of the Corporation; he shall be custodian of the seal of the Corporation, if any, and may seal with the seal of the Corporation or a facsimile thereof, if any, all certificates for shares of capital stock of the Corporation and all documents; he shall have charge of the stock ledger and also of the other books, records and papers of the Corporation relating to its organization and management as a Corporation and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the Chief Executive Officer. If there is no Secretary, the Chief Executive Officer shall perform the Secretary’s functions.

4.10. Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for monies due and payable to the Corporation from any sources whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with any provisions of these Bylaws, and be responsible for the accuracy of the amounts of all monies to disbursed; regularly enter or cause to be entered in books to be kept by him or under his direction full and adequate account of all monies received or paid by him for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the Chief Executive Officer or the Board, whenever the Chief Executive Officer or the Board, respectively, shall require him so to do, an account of the financial conditions of the Corporation and of all his transactions as Treasurer; exhibit at all reasonable times his books of account and other records to any of the directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chief Executive Officer or the Board; and he may sign with the Chief Executive Officer or the President or a Vice President certificates for shares of the capital stock of the Corporation. If there is no Treasurer, the Chief Executive Officer shall perform the Treasurer’s functions.

4.11. Assistant Secretaries and Assistant Treasurers . Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or the Chief Executive Officer. Assistant Secretaries and Assistant Treasurers may, with the President or a Vice President, sign certificates for shares of the Corporation.

4.12. Additional Matters. The Chief Executive Officer and the Principal Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

5. Contracts, Checks, Drafts, Bank Accounts, etc .

5.1. Execution of Contracts . The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

5.2. Loans . The Chief Executive Officer or any other officer, employee or agent authorized by these Bylaws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidence of indebtedness of the Corporation and, when authorized by the Board to do so, may pledge and hypothecate or transfer any securities or the property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

5.3. Checks, Drafts, etc . All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidence of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

5.4. Deposits . The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

6. Stocks and Dividends .

6.1. Certificates Representing Shares . The shares of the Corporation shall be represented by certificates in such form (consistent with the provisions of the WBCA) as shall be approved by the Board. Such certificates shall be signed by the Chief Executive Officer and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof, if any. The signatures of the officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employees. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

6.2. Transfer of Shares . Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by his duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation and on surrender of the certificate(s) representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled”, with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation, its shareholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

6.3. Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of capital stock to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of capital stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law. Each shareholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any shareholder fails to designate such address, corporate notices may be given to such person by mail directed to such person at such person’s post office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address or as otherwise provided by applicable law.

6.4. Transfer and Registry Agents . The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place(s) as may be determined from time to time by the Board.

6.5. Lost, Destroyed, Stolen and Mutilated Certificates . The holder of any shares shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim.

6.6. Regulations . The Board may make rules and regulations as it may deem expedient, not inconsistent with these Bylaws or with the Articles, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

6.7. Restriction on Transfer of Stock . A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by the provisions of the WBCA, and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock of any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by the provisions of the WBCA, as the same may be amended and supplements, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Articles or by an agreement among any number of shareholders or among such shareholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

6.8. Dividends, Surplus, etc . Subject to the provisions of the Articles and of law, the Board:

(a) may declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time to times as, in its discretion, the conditions of the affairs of the Corporation shall render advisable;

(b) may use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidence of indebtedness;

(c) may set aside from time to time out of such surplus or net profits such sum(s) as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any other purpose it may think conducive to the best interests of the Corporation.

7. Miscellaneous .

7.1. Seal . The Board shall have the power by resolution to adopt, make and use a corporate seal and to alter the form of such seal from time to time.

7.2. Fiscal Year . The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

7.3. Books and Records. The Corporation shall: (1) Keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all actions taken by the shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation; (2) Maintain appropriate accounting records; (3) Maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the Corporation; (4) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time; and (5) Keep a copy of the following records at its principal office: (a) the Articles as currently in effect; (b) these Bylaws and all amendments thereto as currently in effect; (c) the minutes of all meetings of shareholders and records of all action taken by shareholders; (d) without a meeting, for the past three years; (e) the Corporation’s financial statements for the past three years; (f) all written communications to shareholders generally within the past three years; (g) a list of the names and business addresses of the current Directors and officers; and (h) the most recent annual report delivered to the Wyoming Secretary of State

7.4. Forum Selection; Attorney’s Fees. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) an action asserting a claim arising pursuant to any provision of the WBCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Wyoming, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of these Bylaws, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the Corporation and any other parties asserting a claim as set forth in the initial paragraph of this section, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection any judgment obtained in any such proceeding. The provisions of this Section shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

7.5. Subject to Law and Articles of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the Articles and applicable law.

7.6. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used at any time unless otherwise restricted by the Board or a committee thereof.

7.7. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

7.8. Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

8. Indemnification; Insurance .

8.1. Indemnification in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 and Section 8.10 , the Corporation shall, to the fullest extent permitted by the WBCA and applicable Wyoming law as in effect at any time, indemnify, hold harmless and defend any person who: (i) was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly owned subsidiary of the Corporation, and (ii) was or is a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person was or is a director or officer of the Corporation or any direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person 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 such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person 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 reasonable cause to believe that such person’s conduct was unlawful.

8.2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 and Section 8.10, the Corporation shall indemnify, hold harmless and defend any person who: (i) was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly owned subsidiary of the Corporation, and (ii) was or is a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person was or is a director or officer of the Corporation or any direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and whether the basis of such action, suit or proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Courts in the State of Wyoming or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court in the State of Wyoming or such other court shall deem proper.

8.3. Authorization of Indemnification. Any indemnification or defense under this Section 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,: (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the shareholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 8.1 or Section 8.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

8.4. Good Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.

8.5. Expenses Payable in Advance. Expenses, including attorney’s fees, incurred by a current or former director or officer in defending any action, suit or proceeding described in Section 8.1 or Section 8.2 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section 8.

8.6. Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification, defense and advancement of expenses provided by or granted pursuant to this Section 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles, any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 or Section 8.2 shall be made to the fullest extent permitted by applicable law. The provisions of this Section 8 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the WBCA or otherwise.

8.7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the Corporation, or a direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation, as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify, hold harmless or defend such person against such liability under the provisions of this Section 8.

8.8. Certain Definitions. For purposes of this Section 8, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who was or is a director, officer, employee or agent of such constituent corporation, or was or is serving at the request of such constituent corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Section 8 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Section 8, references to “fines” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Section 8.

8.9. Survival of Indemnification and Advancement of Expenses. The indemnification, defense and advancement of expenses provided by, or granted pursuant to, this Section 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.10. Limitation on Indemnification. Notwithstanding anything contained in this Section 8 to the contrary, except for proceedings to enforce rights to indemnification and defense under this Section 8 (which shall be governed by Section 8.11(b)), the Corporation shall not be obligated under this Section 8 to indemnify, hold harmless or defend any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.

8.11. Contract Rights.

(a) The obligations of the Corporation under this Section 8 to indemnify, hold harmless and defend a person who was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly-owned subsidiary of the Corporation, including the duty to advance expenses, shall be considered a contract between the Corporation and such person, and no modification or repeal of any provision of this Section 8 shall affect, to the detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

(b) If a claim under Section 8.1, Section 8.2 or Section 8.5 is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 45 days, the person making such claim may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by applicable law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by such person to enforce a right to indemnification hereunder (but not in a suit brought by such person to enforce a right to an advancement of expenses) it shall be a defense, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that such person has not met any applicable standard for indemnification set forth in the WBCA. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the WBCA, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Stockholders) that such person has not met such applicable standard of conduct, shall create a presumption that such person has not met the applicable standard of conduct or, in the case of such a suit brought by such person, be a defense to such suit.

8.12. Indemnification Agreements . Without limiting the generality of the foregoing, the Corporation shall have the express authority to enter into such agreements as the Board deems appropriate for the indemnification of present or future directors and officers of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation.

9. Amendments . These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the shareholders or at any special meeting thereof, if notice of the proposed alteration or repeal of Bylaw or Bylaws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board at any regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed alteration or repeal, or Bylaw or Bylaws to be made, be contained in the notice of such meeting.

**********************************************

legal & compliance, llc

laura aNTHONy, esq.

JOHN CACOMANOLIS, ESQ*

CHAD FRIEND, ESQ., LLM

PEARL HAHN, ESQ.**

LAZARUS ROTHSTEIN, ESQ.

www.legalandcompliance.com

WWW.SECURITIESLAWBLOG.COM

WWW.LAWCAST.COM

OF COUNSEL:

PAULA A. ARGENTO, ESQ.***

CRAIG D. LINDER, ESQ.****

PETER P. LINDLEY, ESQ., CPA, MBA

STUART REED, ESQ.

MARC S. WOOLF, ESQ.

^* licensed in FL and NY

^** licensed in NY

^*** licensed in D.C.

^**** licensed in FL, CA and NY

Webstar Technology Group, Inc.

4231 Walnut Bend

Jacksonville, Florida 32257

Re: Webstar Technology Group, Inc. Registration Statement on Form S-1 (File No. 333-[__])

Gentlemen:

We have acted as counsel for Webstar Technology Group, Inc., a Wyoming corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of 20,000,000 shares of common stock, par value $0.0001 per share (the “Registered Shares”) offered for sale by the Company at a public offering price of $1.00 per share as set forth in the Company’s registration statement on Form S-1 (File No. 333-[__]) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Subject to and in reliance upon the foregoing, we are of the opinion that the Registered Shares have been validly authorized and are validly issued, fully paid and non-assessable.

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Wyoming; and (b) the federal laws of the United States.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Legal & Compliance, LLC

By:
	Laura Anthony, Esq.

330 CLEMATIS STREET, #217 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

FORM OF

EMPLOYMENT AGREEMENT

THE AGREEMENT is made as of the 1st day of May, 2017 (the “Effective Date”) by and between WEBSTAR TECHNOLOGY GROUP, INC., A WYOMING corporation (the “Company”), and [__] (the “Executive”).

WITNESSETH

WHEREAS, the Company desires to employ the Executive as its [__].

WHEREAS, the parties desire to memorialize the employment of the Executive in the Agreement; and

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties mutually covenant and agree as follows:

1. Employment.

The Company hereby agrees to employ the Executive as [__], and the Executive hereby accepts such employment upon the terms and conditions set forth in the Agreement.

2. Duties.

2.1 During the term of the Agreement, the Executive shall diligently perform all services consistent with his position as may be assigned to his by or under the direction of the Board of Directors of the Company.

2.2 The Executive shall devote his full working time and attention to the business and affairs of the Company, render such services in a competent and efficient manner, and use his reasonable and appropriate best efforts to faithfully promote the interests of the Company.

3. Term of Employment.

3.1 Term The term of employment shall begin upon execution of the Agreement and extend for a period of one (1) year (the “ Initial Term ”). It shall thereafter be automatically renewed for successive periods of one (1) year, each upon the terms and conditions set forth in the Agreement, unless, at least thirty (30) days prior to such renewal date, either party shall have delivered to the other party written notice of termination of the Agreement.

3.2 Termination Without Cause. The Company shall have the right to terminate the Executive’s employment under the Agreement by written notice to the Executive at any time; provided , however , that, upon such termination without Cause, as such term is defined below, the Company shall pay to Executive the full value of the remaining unpaid compensation owed to the Executive for the balance of the Initial Term, including medical and dental insurance coverage that the Company provides to its other executives. If the Agreement is terminated without Cause by the Company during the final year of the Initial Term or during any subsequent one-year extension term, a full year’s compensation, including medical and dental insurance coverage, shall be due and payable. The Company shall have no further liability under the Agreement, other than for reimbursement for reasonable business expenses incurred prior to the date of termination. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 3.2 if such employment is terminated: (i) by the Company without Cause; or (ii) by the Executive voluntarily for “Good Reason.” For purposes of the Agreement, “ Good Reason ” means any breach by the Company of any of the terms or provisions of the Agreement which is not cured within thirty (30) business days of written notice by the Executive.

3.3 Termination for Cause. The Company may terminate the Agreement and the Executive’s employment hereunder immediately upon written notice to the Executive for “Cause” (as hereinafter defined). For purposes of the Agreement, the term “ Cause ” shall mean (i) the repeated failure or refusal of the Executive to perform the duties or render the services reasonably assigned to his from time to time by the President of the Company and/or the Board of Directors (except during reasonable vacation periods or sick leave); (ii) the charging or indictment of the Executive in connection with a felony or willful misfeasance or nonfeasance; (iii) the association, directly or indirectly, of the Executive, for his profit or financial benefit, with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (iv) the disclosing or using of any material “Confidential Information” or “Trade Secrets” (as those terms are defined in Section 10) of the Company at any time by the Executive, except as required in connection with his duties to the Company, (v) the breach by the Executive of his fiduciary duty or duty of trust to the Company, including the commission by the Executive of an act of fraud or embezzlement against the Company, (vi) any other material breach by the Executive of any of the terms or provisions of the Agreement or any other agreement between the Company and the Executive, which other material breach is not cured within thirty (30) business days of notice by the Company; or (vii) any other action by the Executive, which, in the good faith and reasonable determination of all of the members of the Company’s Board of Directors, has the effect of materially injuring the reputation or business of the Company. In which event, notwithstanding any other provision in the Agreement to the contrary, the Executive shall have no further rights or entitlements under the Agreement, the Company shall have no further obligations to the Executive, and the Agreement shall be null and void, provided , however, that the Executive shall be entitled to be receive all unpaid, earned salary, wages and benefits, including accrued vacation pay and reimbursement for reasonable business expenses incurred prior to the date of termination, to the date of termination. It shall be the Company’s burden to show that good “Cause” existed for termination under the Section by clear and convincing evidence, and any failure by the Company to carry the burden shall convert the termination into a termination without “Cause.”

4 Compensation

4.1 Base Compensation. The base salary will be $[__] per year. The Base Compensation shall be exclusive of bonuses, costs of living and merit increases.

4.2 Stock Compensation. Upon execution of this Agreement, the executive and or its assignees shall be granted [__] shares of the Company’s common stock as follows: Any and all shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), issuable by the Company to Executive as provided for in the Agreement (the “Shares”) shall be issued within 15 days of (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a merger with or into a company whose securities are registered with the SEC and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (the “Public Offering Date”).

4.3 Notwithstanding anything provided to the contrary in the Agreement, the total number of Shares to be issued by the Company on the Public Offering Date under the Agreement shall be [__]. In the event the Public Offering Date does not occur by July 31, 2018, the Company shall have no obligation to issue the Shares.

4.4 Notwithstanding anything provided to the contrary in the Agreement, the Company shall have no obligation to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

4.5 Bonus and Other Compensation. Executive shall be entitled to participate on the same terms as other directors and officers in any applicable bonus, stock option, restricted stock, pension or profit sharing plan, or any other type of plan adopted by the Company for the benefit of its officers, directors and employees.

5 Place of Employment

The Executive’s regular place of work shall be in [__], or such other place that that the Company may designate from time to time. However, if the Company desires to move its office out of such area, the Company shall pay the Executive’s reasonable moving expenses in that regard.

6. Executive Benefits.

6 1 Holidays. The Executive shall be entitled to ten (10) paid holidays annually. The Company will notify the Executive as much in advance as practical with respect to the holiday schedule to be observed by the Company.

6.2 Vacations. During the term of the Agreement, the Executive shall be entitled to two (2) weeks of paid vacation annually. Upon completion of the first year of the Initial Term of the Agreement, the Executive shall be allowed three (3) weeks of paid vacation annually. Upon completion of the second year of the Initial Term of the Agreement, the Executive shall be allowed four (4) weeks of paid vacation annually. The Executive agrees not to utilize vacation and/or compensatory time at a time when to do so could adversely affect the Company’s business.

6.3 Personal Insurance Benefits. The Executive shall be entitled to participate in all medical, dental and hospitalization, group life insurance, and any and all other such plans as are presently and hereafter provided by the Company to its executives.

7. Expenses.

During the term of the Executive’s employment hereunder, the Company, upon the submission of proper substantiation by the Executive, shall reimburse the Executive for all reasonable expenses actually and necessarily paid or incurred by the Executive in the course of and pursuant to the business of the Company. The payments will be made within ten (10) days after the Executive provides the Company with an itemized statement of all charges.

8. Confidentiality.

8.1 The Executive shall not divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any “Confidential Information” pertaining to the Company or its affiliates. Any confidential information or data now known or hereafter acquired by the Executive with respect to the Company or its affiliates shall be deemed a valuable, special and unique asset of the Company that is received by the Executive in confidence and as a fiduciary, and the Executive shall remain a fiduciary to the Company with respect to all of such information. For purposes of the Agreement, the following terms when used in the Agreement have the meanings set forth below:

8.2 In addition, during the Initial Term and during the periods described in the last sentence of this Section 9.2, the Executive (I) will receive and hold all Confidential Information and Trade Secrets (collectively, the “ Company Information ”) in trust and in strictest confidence, (ii) will take reasonable steps to protect the Company Information from disclosure and will in no event knowingly or wrongfully take any action causing, or fail to take any action reasonably necessary to prevent, any Company Information to lose its character as Company Information, and (iii) except as required by the Executive’s duties in the course of his employment by the Company, will not, directly or indirectly, use, disseminate or otherwise disclose any Company Information to any third party without the prior written consent of the Company, which may be withheld in the Company’s absolute discretion. The provisions of this Section 9 shall survive the termination of the Executive’s employment for a period of two (2) years with respect to Confidential Information, and, with respect to Trade Secrets, for so long as any such information qualifies as a Trade Secret under applicable law.

9. Restrictive Covenants.

9.1 Non-competition. The Executive agrees that, at all times during the term of the Agreement, any subsequent one-year extension term and for a period of two (2) years after termination of his employment under the Agreement, howsoever brought about, he will not, directly or indirectly, (whet his as owner, principal, agent, shareholder, employee, partner, lender, venture with or consultant to any person, firm, partnership, corporation, limited liability company or other entity), whether or not compensation is received, engage or participate in any activity for any business or entity which is or plans to engage in the marketing and sale of any products or services which are under active development or are marketed or sold by the Company, or other business in which the Company is engaged, during the term of the Agreement anywhere in the United States. In the event that the provisions of the Section 11 ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable laws, then such provisions shall be reformed to the maximum time, geographic or occupational limitations by the applicable laws.

9.1.1 “ Confidential Information ” means confidential data and confidential information relating to business of the Company or its affiliates, which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through his employment with the Company and which the Executive knows or has reason to know has value to the Company or its affiliates and is not generally known to the competitors of the Company. Confidential Information shall not include any data or information that (i) has been voluntarily disclosed to the general public by the Company or its affiliates, (ii) has been independently developed and disclosed to the general public by this, or (iii) otherwise enters the public domain through lawful means.

9.1.2 “ Trade Secrets ” means information of the Company or its affiliates including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers which (I) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

10. Remedies for Breach of Agreement.

In the event of the breach or threatened breach of any provision of the Agreement by either party, the other party shall be entitled to injunctive relief, both preliminary and final, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity, including the Company’s right to recover from the Executive any and all damages that may be sustained as a result of Executive’s breach of the Agreement.

11. Intellectual Property.

11.1 Inventions. Executive hereby assigns and agrees to assign to Company, its subsidiaries, successors and assigns, all intellectual property rights, in all countries of the world, in and to any invention, patent, trademark, copyright, trade secret, confidential information and technology developed, authored, conceived, or reduced to practice solely by the Executive or jointed with this during the term of the Agreement, which is related to Company’s present or prospective business interests. The Executive will, without charge to Company, but at its expense, sign all papers, take all rightful oaths, and do all acts which may be necessary, desirable, or convenient for securing and maintaining intellectual property rights in any and all countries and for vesting title thereto with Company, his successors, assigns, and legal representatives or nominees.

11.2 Prior Inventions. Executive shall disclose to Company in writing any of his inventions, discoveries and technology that occurred prior to the execution of the Agreement but during his employment with the Company, which inventions, discoveries and technology Executive also hereby assigns to the Company. The disclosure shall contain sufficient detail to permit Company to evaluate and quantify the scope of Executive’s work prior to the date of this Agreement.

12. Miscellaneous.

12.1 Severability. If any of the provisions of the Agreement shall be invalid or unenforceable, such invalidity shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions, and the rights and obligations the Company and the Executive shall be construed and enforced accordingly.

12.2 Notices. All communications and notices required by or relating to the Agreement shall be deemed to have been duly given upon receipt in writing by the addressee addressed as indicated below:

	Webstar Technology Group	[__]
	c/o Laura Anthony, Esq.
	Legal and Compliance, LLC
	330 Clematis Street, #217
	West Palm Beach, FL 33401

The address to which notices or communications may be given by either party may be changed by written notice given by such party to the other pursuant to the Article. The mailing or transmittance of any notice shall be deemed complete upon the mailing or transmission of the notice to the address stated above or any subsequent amended address.

12.3 Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming in all respects, including matters of construction, validity, and performance. The parties irrevocably agree that, all actions of proceedings in any way, manner or respect arising out of or from or related to the Agreement shall be litigated only in courts having situs in the State of Wyoming and hereby consent and submit to the jurisdiction of any local, State, or Federal court located in the State of Wyoming.

12.4 Non-Waiver. No course of dealing or failure of either party to strictly enforce any term, right or condition of the Agreement shall be construed as a waiver of such terms, right or condition.

12.5 Entire Agreement. The Agreement constitutes the entire Agreement between the parties and may not be modified or amended other than by a written instrument executed by both parties. All agreements, oral or written, entered into by or on behalf of the parties prior to the Agreement are revoked and superseded hereby. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein.

12.6 Assignment. Any assignment of the Agreement by either party must be approved in writing by the other party and the assignee must agree in writing to be bound by the terms of the Agreement.

IN WITNESS WHEREOF, the foregoing Agreement has been executed by the parties hereto to be effective as of the dav and vear first above written.

WEBSTAR TECHNOLOGY GROUP, INC.		THE EXECUTIVE

Joseph P. Stingone, Sr.		[__]

FORM OF

CONSULTING AGREEMENT

Consulting Agreement, dated as of [__] (the “ Agreement ” ), by and between WEBSTAR TECHNOLOGY GROUP, INC., a Wyoming corporation, having its principal executive office at [__] (the “ Company ”), and [__], having a principal place of business located at [__] (the “ Consultant ”).

WITNESSETH :

WHEREAS, the Company wishes to retain the Consultant and the Consultant has agreed to undertake and perform the obligations herein set forth, subject to the terms hereof.

NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth herein, the parties agree as follows:

1. Engagement of Consultant; Duties . The Company hereby engages the Consultant, and the Consultant agrees to be engaged on a non-exclusive basis, as a consultant on the terms and conditions set forth below. The Consultant agrees that it will, as an independent contractor, serve as a consultant to the Company and affiliates, to render such advice, consultation, information, and services to the managers and/or officers of the Company regarding general financial and business matters including, but not limited to:

a. Strategic alliances, mergers and acquisitions;

b. Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by Company;

c. Business development and business advertising;

d. Structuring and reviewing alternative sources for accounts receivable, purchase order and other asset financing;

f. Due diligence processes and capital structures;

g. Periodic reporting as to developments concerning the general financial markets and public securities markets and industry which may be relevant or of interest or concern to the Company or the Company’s business;

It shall be expressly understood that Consultant shall have no power to bind Company to any contract or obligation or to transact any business in Company’s name or on behalf of Company in any manner. The Consultant’s role is that of a consultant and advisor to, and not that of a manager or employee of the Company. The Consultant represents and warrants that it not subject to any agreement, covenant or legal restraint which precludes or otherwise restricts its ability to enter into this Agreement and perform the services contemplated hereby.

2. Due Diligence . The Company shall supply and deliver to the Consultant all information relating to the Company’s business as may be reasonably requested by the Consultant to enable the Consultant to make an assessment of the Company and business prospects and provide the consulting services described in paragraph 1.

3. Time . The Consultant will devote such time to the affairs of the Company as is necessary to perform the services contemplated hereby in a professional and effective manner, subject to reasonable requirements of other businesses and activities of the Consultant’s personnel, it being acknowledged and agreed that Consultant may enter into additional contracts to provide the same or similar services to other entities engaged in the same or similar lines of business as that of the Company. The Consultant may perform services hereunder in such manner (whether by conference, telephone, letter, e-mail or otherwise) and at such times and places as Consultant and the Company may reasonably determine. The Consultants does not guarantee that its efforts will have any impact upon the Company’s business or that there will be any specific result or improvement from the Consultant’s efforts.

4. Term . The Consultant’s engagement shall commence on [__], and shall continue for an initial term of one (1) year. Thereafter, this Agreement shall continue at will until terminated as provided herein. Either party may cancel this Agreement upon thirty (30) days written notice if the other party violates any material provision of this Agreement and fails to cure such violation within said thirty (30) days after receipt of written notification of such violation. Such cancellation shall not excuse the breach or non-performance by the by other party or relieve the other party of its obligation incurred prior to the date of cancellation, including without limitation, the obligation of Company to pay the consideration described in paragraph 5.

5. Compensation . The Consultant shall receive [__] shares of fully paid, non-assessable, voting common stock, par value $.0001, of the Company, upon registration of the Company’s securities with the SEC pursuant to an S-1 registration, for each one (1) year term of this Agreement, to be delivered to Consultant in certificated form on the last day of each said term. If this Agreement is terminated prior to the end of any one year term, the number of shares to be paid to Consultant shall be prorated based on the number of full calendar months prior to the date of termination. Expense Reimbursement . The Company will reimburse the Consultant for reasonable expenses incident to the Consultant’s rendering of services hereunder which the Company deems necessary or desirable, upon presentation of expense vouchers or other documentation in such detail as the Company may from time to time reasonably require.

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6. Confidentiality . Consultant acknowledges and agrees that confidential and valuable information proprietary to Company and obtained during its engagement by the Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential. The Consultant, for and on behalf of itself and its representatives, shall not divulge to anyone, either during or at any time after the termination of its engagement, any information constituting a trade secret or other confidential information acquired by him concerning the Company, except in the performance of his duties hereunder, without the prior written consent of the Company or if required by law. The Consultant acknowledges that any such information is of a confidential and secret character and of great value to the Company, and upon the termination of its engagement the Consultant shall forthwith deliver up to the Company all notebooks and other data in its possession relating to the Company. The Company shall be entitled, in addition to any other right and remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the Consultant from any violation or threatened violation of this Section 7, and the Consultant hereby consents to the issuance of such injunction; provided, however, that the foregoing shall not prevent the Consultant from contesting the issuance of any such injunction on the ground that no violation or threatened violation of this Section 7 has occurred.

7. Severability . If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be construed as if such provision had been drawn so as not to be invalid or unenforceable.

8. Entire Agreement, Etc . This Agreement sets forth the parties’ final and entire agreement, and supersedes any and all prior understandings with respect to its subject matter. This Agreement shall bind and benefit the parties hereto and their respective heirs, successors and assigns, except as otherwise set forth herein. This Agreement is personal in nature and none of the Consultant’s obligations under this Agreement may be assigned or delegated by the Consultant. This Agreement shall be assignable by the Company to any other person in connection with the sale, transfer or other disposition of all or a substantial portion of its business and assets; and this Agreement shall inure to and be binding upon any successor to all or a substantial portion of the business, or to all or substantially all of the assets, of the Company, whether by merger, consolidation, purchase of stock or assets or otherwise. This Agreement cannot be changed, waived or terminated except by a writing signed by both the Consultant and the Company and shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts made and performed entirely within such state.

9. Independent Contractor . The parties agree that the Company shall have no right to control or direct the details, manner or means by which the Consultant accomplishes the results of the services performed hereunder, it being acknowledged that the Consultant shall for all purposes be an independent contractor of the Company.

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10. Counterparts . This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. Delivery by Facsimile or E-Mail . This Agreement and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or digitally by means of e-mail, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of either party hereto, the other party shall re-execute original forms thereof and deliver them to the other party. Neither party shall raise the use of a facsimile machine or e-mail to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or e-mail as a defense to the formation of a contract and each party forever waives any such defense.

12. Notices . Any notice or other communication required to or which may be given to any party hereunder shall be in writing and shall be delivered personally to such party (or the Secretary thereof in the case of the Company) or if mailed, by registered or certified mail, postage prepaid, return receipt requested, addressed to such other party at the address first set forth above (with the notice to the Company to be to the attention of James Owens, President) and shall be deemed delivered in all cases upon receipt. Any party may change the address to which notices are to be sent by giving written notice of any such change in the manner provided herein.

13. Arbitration and Fees . Any controversy or claim arising out of or relating to this Agreement, or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in accordance with the Arbitration rules of the American Arbitration Association in Volusia County, Florida. Any decision issued therefrom shall be binding upon the parties and shall be enforceable as a judgment in any court of competent jurisdiction. The prevailing party in such arbitration or other proceeding shall be entitled, in addition to such other relief as many be granted, to a reasonable sum as and for attorney’s fees in such arbitration or other proceeding which may be determined by the arbitrator or other officer in such proceeding. If collection is required for any payment not made when due, the creditor shall collect statutory interest and the cost of collection, including attorney’s fees whether or not court action is required for enforcement. The prevailing party in any such proceeding shall also be entitled to reasonable attorneys’ fees and costs in connection all appeals of any judgment.

14. Captions . The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first written above.

	WEBSTAR TECHNOLOGY GROUP, INC.

	By:
	Name:	James R. Owens
	Title:	President

	[__]

	By:
	Name:
	Title:

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AMENDMENT TO CONSULTING AGREEMENT

THIS AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is made effective as of [__] by and between Webstar Technology Group, Inc., a Wyoming corporation (the “Company”), and [__] (“Consultant”). The Company and Consultant may collectively be referred to as the “Parties”.

BACKGROUND

A. The Company and Consultant are the parties to that certain Employment Agreement dated [__], as amended by this Amendment (collectively, the “Agreement”); and

B. The parties desire to amend certain parts of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Notwithstanding anything provided to the contrary in the Agreement, any and all shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), issuable by the Company to Consultant as provided for in the Agreement (the “Shares”) shall be issued within 15 days of (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (the “Financing Event”).

2. Notwithstanding anything provided to the contrary in the Agreement, the total number of Shares to be issued by the Company on the Financing Event under the Agreement shall be [__] (the “Shares”). In the event the Financing Event does not occur by July 31, 2018, the Company shall issue the Shares in the name(s) chosen by the Consultant, at the request of the Consultant.

(i)

Notwithstanding anything to the contrary contained herein, should the Company be acquired (in cash, stock or otherwise) prior to the occurrence of a Financing Event, the Shares shall be issued and delivered to Consultant immediately prior to the Closing of said merger/acquisition, so that the Consultant shall receive their percentage of the compensation in kind for the acquisition/merger.

3. Notwithstanding anything provided to the contrary in the Agreement, the Company shall have no obligation to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

4. The effective date of this Amendment shall be effective as of the original date of the Agreement and as result ofs this Amendment, none of the Shares shall have been deemed issued until the Public Offering Date.

5. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Webstar Technology Group, Inc.		Consultant

By:		By:
Print Name:	Joseph P. Stingone, Sr.	Print Name:
Title:	CEO and President	Title:

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INTELLECTUAL PROPERTY PURCHASE AGREEMENT

by and among

Webstar Networks Corporation

And

Webstar Technology Group, Inc.

TABLE OF CONTENTS

			PAGE

Article I. DEFINITIONS			1
	Section 1.01	Definitions.	1
	Section 1.02	Interpretive Provisions.	3

Article II. PURCHASE AND SALE			4
	Section 2.01	The Purchase and Sale.	4
	Section 2.02	Closing	4
	Section 2.03	Conveyance Taxes.	5
	Section 2.04	Shares.	5

Article III. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SELLER			5
	Section 3.01	Corporate Existence and Power.	5
	Section 3.02	Due Authorization.	6
	Section 3.03	Valid Obligation	6
	Section 3.04	Governmental Authorization.	6
	Section 3.05	Approval of Agreement	6
	Section 3.06	Ownership of Assets.	6
	Section 3.07	IP Assets.	6
	Section 3.08	Information	7
	Section 3.09	Absence of Certain Changes or Events	7
	Section 3.10	Litigation and Proceedings.	7
	Section 3.11	Compliance With Laws and Regulations	7

Article IV. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY			7
	Section 4.01	Organization	7
	Section 4.02	Information	7
	Section 4.03	Valid Obligation.	7

Article V. CONDITIONS TO CLOSING			8
	Section 5.01	Condition to the Obligations of all of the Parties.	8
	Section 5.02	Condition to the Obligations of the Buyer.	8
	Section 5.03	Condition to the Obligations of the Seller	8

Article VI. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES			9
	Section 6.01	Access to Properties and Records	9
	Section 6.02	Third Party Consents and Certificates.	9
	Section 6.03	Seller’s Covenants.	9
	Section 6.04	Limitations on Actions.	9

Article VII. NON-COMPETE AND NON-SOLICITATION			9
	Section 7.01	Effectiveness	9
	Section 7.02	Acknowledgment.	9
	Section 7.03	Covenants.	10
	Section 7.05	Remedies.	10

Article VIII. TERMINATION			10
	Section 8.01	Termination	10
	Section 8.02	Survival After Termination.	11

Article IX. INDEMNIFICATION			11
	Section 9.01	Indemnification of Buyer.	11
	Section 9.02	Indemnification of Seller.	12
	Section 9.03	Procedure.	12

	Section 9.04	Periodic Payments.	13
	Section 9.05	Insurance.	13
	Section 9.06	Time Limit.	13
	Section 9.07	Limitations.	14

Article X. DISPUTE RESOLUTION			14
	Section 10.01	Arbitration.	14
	Section 10.02	Waiver of Jury Trial.	15

Article XI. MISCELLANEOUS			15
	Section 11.01	Brokers	15
	Section 11.02	Governing Law	15
	Section 11.03	Notices	16
	Section 11.04	Attorneys’ Fees	16
	Section 11.05	Confidentiality	16
	Section 11.06	Public Announcements and Filings	17
	Section 11.07	Third Party Beneficiaries	17
	Section 11.08	Expenses	17
	Section 11.09	Entire Agreement	17
	Section 11.10	Survival; Termination	17
	Section 11.11	Amendment; Waiver	17
	Section 11.12	Arm’s Length Bargaining; No Presumption Against Drafter.	18
	Section 11.13	Headings.	18
	Section 11.14	Exhibits and Schedules.	18
	Section 11.15	No Assignment or Delegation.	18
	Section 11.16	Commercially Reasonable Efforts	18
	Section 11.17	Further Assurances.	18
	Section 11.18	Specific Performance.	18
	Section 11.19	Counterparts	19

Exhibits

Exhibit A	Bill of Sale and Domain Name Assignment

Schedules
Schedule 3	Seller Disclosure Schedules

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Dated as of June 30, 2017

This Intellectual Property Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Webstar Technology Group, Inc., a Wyoming corporation (the “Buyer”), and (ii) Webstar Networks Corporation, a Florida corporation (“Seller”). Each of the Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”

WHEREAS, Buyer is engaged in the business of marketing, selling and supporting software solutions;

WHEREAS, Seller is engaged in a variety of businesses including financial services and lending, online, private label credit card services, gold buyer and selling platform, musical instrument retail and online stores, Stage and theatrical lighting and sound dealership, restaurant ownership and operations, social networking website design and development and state-of-the-art and disruptive software technology development and sales (the “Seller’s Business”);

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Assets (as defined below) upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Buyer understands that the Business is in the developmental stage and requires significant inputs in addition to the Assets to be acquired pursuant to the terms of this Agreement in order to establish a viable operation.

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. DEFINITIONS

Section 1.01 Definitions . The following terms, as used herein, have the following meanings

	(a)	“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for taxes or otherwise.

	(b)	“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

	(c)	“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

	(d)	“Business” means the business of an online, live virtual classroom service which permits educators to offer their students visual online access to classroom activities from anywhere in the world, together with other related activities as set forth on the website located at the Domain Name as of the date hereof.

	(e)	“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Wyoming are authorized or required by law or executive order to close.

	(f)	“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

	(g)	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

	(h)	“Intellectual Property” means all United States and foreign intellectual property and all other similar proprietary rights, including all (i) patents and patent applications, including provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations and extensions thereof and counterparts claiming priority therefrom; utility models; invention disclosures; and statutory invention registrations and certificates; (ii) registered, pending and unregistered trademarks, service marks, trade dress, logos, trade names, corporate names and other source identifiers, domain names, Internet sites and web pages; and registrations and applications for registration for any of the foregoing, together with all of the goodwill associated therewith; (iii) registered copyrights, and registrations and applications for registration thereof; rights of publicity; and copyrightable works; (iv) all inventions and design rights (whether patentable or unpatentable) and all categories of trade secrets as defined in the Uniform Trade Secrets Act, including business, technical and financial information; and (v) confidential and proprietary information, including know-how.

	(i)	“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

	(j)	“Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

	(k)	“Material Adverse Effect” or “Material Adverse Change” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties related to the Assets, whether or not arising from transactions in the ordinary course of business.

	(l)	“Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

	(m)	“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

	(n)	“Public Offering” means (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a merger with or into a company whose securities are registered with the SEC under the Securities Act and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company.

	(o)	“Securities Act” means the Securities Act of 1933, as amended.

	(p)	“Seller Organizational Documents” means the articles of incorporation, bylaws, and other organizational documents of Seller as Seller is required or permitted to have under any applicable Law.

	(q)	“Termination Date” means July 31, 2018.

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

	(a)	the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

	(b)	terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

	(c)	the terms “Dollars” and “$” mean United States Dollars, unless otherwise specified herein;

	(d)	references herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement;

	(e)	wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

	(f)	references herein to any gender shall include each other gender;

	(g)	references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.03(g) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

	(h)	references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

	(i)	references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

	(j)	with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

	(k)	references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

	(l)	references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. PURCHASE AND SALE

Section 2.01 The Purchase and Sale.

(a)

On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Seller, who holds beneficial ownership of the Assets, shall sell, assign, transfer and deliver to the Buyer, free and clear of all Liens, all of the Assets. The “Assets” shall be comprised of the following:

	(i)	The domain name www.webstarecampus.com and any and all domain names incorporating the term “Webstar E-Campus” or any terms confusingly similar thereto that is owned by Seller and any and all rights of renewal in and to the foregoing (collectively, the “Domain Name”);

	(ii)	all software code associated with the Webstar E-Campus software;

	(iii)	Provisional patent application for the software;

	(iv)	All 504(c) State Certifications obtained to date qualifying the software as a bonafide education classroom eligible for state education reimbursement;

	(v)	The license agreement for the following cloud computing service: Network Solutions;

	(vi)	The following computer equipment: Server, Laptop computer; and

	(vii)	The following Intellectual Property, software known and marketed as “Webstar E-Campus” (the “IP Assets”).

	(b)	In exchange for the transfer of the Assets to the Buyer by the Seller, on the Closing Date the Buyer shall pay to the Seller a purchase price of 17,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share of the Buyer (the “Common Stock”). The Common Stock shall be referred to as the “Purchase Price.”

	(c)	The Parties acknowledge and agree that Buyer will not assume any liability or obligation of Seller in connection with Buyer’s purchase of the Assets pursuant to this Agreement.

Section 2.02 Closing .

(a)

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the third Business Day following the satisfaction or waiver (by the Party for whose benefit the conditions to exist) of the conditions to closing set forth in Article V, at the offices of the Buyer at Webstar Technology Group, Inc., 4231 Walnut Bend, Jacksonville, FL 32202, at 10:00 a.m. local time, or at such other date, time or place as the Parties may agree (the date and time at which the Closing is actually held being the “Closing Date”).

(b)

At the Closing, the Buyer shall deliver to the Seller:

	( i)	the Shares;

	(ii)	The Bill of Sale and Domain Name Assignment, substantially in the form as attached hereto as Exhibit A (the “Bill of Sale”), duly executed by an officer of the Buyer; and

	(iii)	a certificate from Buyer, in form and substance reasonably acceptable to the Seller, certifying that (A) all representations and warranties made by the Buyer in this Agreement were true and correct when made and are true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement; and (B) the Buyer has performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Buyer prior to or at the Closing.

(c)

At the Closing, the Seller shall deliver to the Buyer:

	(i)	The Bill of Sale, duly executed by an officer of the Seller;

	(ii)	a certificate of good standing for the Seller issued by the secretary of the State of Florida and dated a date that is within five (5) Business Days of the Closing Date; and

	(iii)	a certificate from the Seller, in form and substance reasonably acceptable to the Buyer, certifying that (A) all representations and warranties made by Seller in this Agreement were true and correct when made and are true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement; (B) No Material Adverse Change has occurred to the Assets from the Effective Date to the Closing; and (C) the Seller has performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Seller prior to or at the Closing.

(d)

At the Closing, the Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

Section 2.03 Conveyance Taxes. The Seller will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar taxes incurred as a result of the transactions contemplated by this Agreement.

Section 2.04 Shares . The Seller acknowledges and agrees that the Shares to be delivered to Seller hereunder have not been registered under the Securities Act and are subject to limitations on resale as set forth therein and in the rules and regulations thereunder. While the Buyer is in the process of registering its shares of Common Stock, there can be no assurances that such registration will be successful or effective, or the time frame for such registration or effectiveness.

Article III. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SELLER

As an inducement to, and to obtain the reliance of the Buyer, except as set forth in the disclosure schedules as attached hereto as Schedule 3, and referencing the particular section of this Article III to which the disclosure relates (the “Seller Disclosure Schedules”), the Seller represent and warrant to the Buyer, as of the Effective Date and as of the Closing Date, as follows:

Section 3.01 Corporate Existence and Power . Seller is a corporation duly organized, validly existing, and in good standing under the Laws of State of Florida, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Seller has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 3.02 Due Authorization . The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Seller Organizational Documents. Seller has taken all actions required by Law, the Seller Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated, the execution, delivery and performance by Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby.

Section 3.03 Valid Obligation . This Agreement and all agreements and other documents executed by Seller in connection herewith constitute the valid and binding obligations of Seller enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 3.04 Governmental Authorization . Neither the execution, delivery nor performance of this Agreement by Seller requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 3.05 Approval of Agreement . The Board of Directors or other governing body of Seller has authorized the execution and delivery of this Agreement by Seller and has approved this Agreement and the transactions contemplated hereby.

Section 3.06 Ownership of Assets .

	(a)	Seller is, and on the Closing Date will be, the record and beneficial owner of the Assets free and clear of all Liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever. Seller is not subject to, or a party to, any agreements, contracts, instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the use, sale or other disposition of the Assets by Seller or by Buyer.

	(b)	Upon delivery to Buyer of the Bill of Sale, Buyer will acquire lawful, valid and marketable title to the Assets free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever.

	(c)	Other than pursuant to this Agreement, no Person has any rights to purchase or receive any of the Assets or any interests therein.

Section 3.07 IP Assets . Section 3.07 of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the IP Assets. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, Seller owns (beneficially and of record) all right, title and interest in and to all IP Assets, free and clear of all Liens. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, all of the trademark applications within the IP Assets have been duly filed in the jurisdiction named in each such application, are being actively prosecuted and have not been abandoned or allowed to lapse. The Domain Name has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, there is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of Seller in respect of any IP Assets or the validity, enforceability or effectiveness thereof. Seller has not received any written communication alleging that Seller has infringed the intellectual property rights of any third party and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no unauthorized use, infringement or misappropriation of the IP Assets by any third party and there is no Action that is pending or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the IP Assets owned by Seller throughout the world and (ii) the Domain Name; provided, however, that Seller does not represent, warrant or covenant that any rights in or to the IP Assets exist anywhere outside of the United States of America or that Seller has any right, title or interest in or to any internet domain names other than the Domain Name.

Section 3.08 Information . The information concerning the Seller and the Assets set forth in this Agreement and in the Seller Disclosure Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 3.09 Absence of Certain Changes or Events . Since December 12, 2015 (the “LOI Date”) there has not been any Material Adverse Change in the Assets.

Section 3.10 Litigation and Proceedings . There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Seller after reasonable investigation, threatened, by or against Seller or affecting any of the Assets, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Seller has no knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 3.11 Compliance With Laws and Regulations . To the best of its knowledge, Seller has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the Assets.

Article IV. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of the Seller, the Buyer represents and warrants to the Seller, as of the Effective Date and as of the Closing Date, as follows:

Section 4.01 Organization . The Buyer is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Wyoming and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Buyer’s Organizational Documents. The Buyer has taken all action required by Law, the Buyer’s Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Buyer has full power, authority, and legal right and has taken all action required by Law, the Buyer’s Organizational Documents or otherwise to consummate the transactions herein contemplated.

Section 4.02 Information . The information concerning the Buyer set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 4.03 Valid Obligation . This Agreement and all agreements and other documents executed by the Buyer in connection herewith constitute the valid and binding obligation of the Buyer, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Article V. CONDITIONS TO CLOSING

Section 5.01 Condition to the Obligations of all of the Parties. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction, or waiver by each of the Parties, before the Termination Date, of all the following conditions:

	(a)	No provisions of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing.

	(b)	There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

	(c)	The Parties shall have received all necessary approvals from all required Authorities to consummate the transactions contemplated herein.

	(d)	The Company shall have completed a Public Offering.

Section 5.02 Condition to the Obligations of the Buyer. The obligations of the Buyer to consummate the Closing are subject to the satisfaction (or waiver by the Buyer), before the Termination Date, of the following conditions:

	(a)	The representations and warranties made by the Seller in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;

	(b)	No Material Adverse Change shall have occurred in the Assets from the Effective Date to the Closing;

	(c)	The Seller shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and

	(d)	No Order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory Authority or instrumentality which prohibits the consummation of the transactions contemplated hereby;

Section 5.03 Condition to the Obligations of the Seller . The obligations of the Seller to consummate the Closing are subject to the satisfaction (or waiver by the Seller), before the Termination Date, of the following conditions:

(a)

The representations and warranties made by the Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;

	(b)	The Buyer shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Buyer prior to or at the Closing; and

	(c)	No Order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Article VI. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

Section 6.01 Access to Properties and Records . From the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms, Seller will afford to the officers and authorized representatives of the Buyer full access to the properties, books and records of the Seller as relates to the Assets in order that the Buyer may have a full opportunity to make such reasonable investigation as it shall desire to make of the Assets, and will furnish the Buyer with such additional financial and operating data and other information as to the Assets as the Buyer shall from time to time reasonably request.

Section 6.02 Third Party Consents and Certificates. The Buyer and the Seller agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 6.03 Seller’s Covenants. From and after the Effective Date until the earlier of the Closing Date, the Termination Date or the earlier termination of this Agreement in accordance with its terms:

	(a)	Seller will give the Buyer prompt written notice of any material change in or affecting the Assets;

	(b)	the Seller shall perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting the Assets;

	(c)	the Seller shall use its commercially reasonable efforts to maintain and preserve the Assets in their current state; and

	(d)	the Seller shall fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, foreign and state Laws and all rules, regulations, and orders imposed by federal, foreign or state governmental authorities with respect to the Assets.

Section 6.04 Limitations on Actions. From and after the Effective Date until the earlier of the Closing Date, the Termination Date or the earlier termination of this Agreement in accordance with its terms, except as required by this Agreement, Seller shall not sell any portion of the Assets, or grant or agree to any Lien or security interest therein.

Article VII. NON-COMPETE AND NON-SOLICITATION

Section 7.01 Effectiveness . The Parties agree that, in the event that the Closing occurs, this Article VII shall be effective and Seller covenants and agree to abide by the terms hereof.

Section 7.02 Acknowledgment. Prior to the Closing, Seller has pursued the Business and has utilized the Assets in connection with such Business, and has certain knowledge of the business operations that may be required for Buyer to exploit and use the Assets and to operate the Business following the Closing Date. In addition, Seller has had and will continue to have access to trade secrets and confidential business methods, plans and practices considered confidential by Buyer prior to the Closing Date and after the Closing Date. This information has commercial value in the business in which Buyer will be engaged after the consummation of the transactions contemplated herein. Buyer post-Closing will be irreparably damaged and its substantial investment in the transactions contemplated herein materially impaired if Seller were to enter into an activity competing or interfering with the Business in violation of the terms of this Agreement. The scope and length of the term of the terms of this Article VII and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind, and the full, uninhibited and faithful observance of each of the agreements and covenants contained in this Agreement will not cause Seller any undue hardship, financial or otherwise. The agreements and covenants provided by Seller in this Agreement are reasonable and necessary to Buyer’s protection of its legitimate interests in the transactions contemplated herein. It is the desire and intent of the Parties that the provisions of this Article VII shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Article VII shall be adjudicated to be invalid or unenforceable, this Article VII shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this Article VII in the particular jurisdiction in which such adjudication is made.

Section 7.03 Covenants.

	(a)	Seller hereby covenants and agrees that it will not (directly or indirectly) without the express written approval of Buyer, Compete (as defined below) with Buyer at any time during the period commencing on the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date (the “Term”). As used in this Agreement, to “Compete” shall mean to, directly or indirectly, either itself or through one or more Affiliates, own, operate, be employed by, act as an independent contractor to, or act as an advisor to, any business or enterprise that is substantially similar to the Business as conducted on the Closing Date, or which provides, in whole or in part, the same or similar services and/or products as offered by Seller in the Business immediately prior to the Closing Date. The restrictions set forth in this Article VII shall apply to the activities of Seller worldwide. For the avoidance of doubt and notwithstanding anything to the contrary herein, ownership, either of record or beneficially, of 5% or less of the outstanding securities of any class of securities of a public company shall not be considered to be competition with Buyer and shall not be a violation of any of the terms or conditions of this Article VII.

	(b)	Seller agrees that, during the Term, Seller shall not, directly or indirectly (a) solicit or accept, or induce any person to reduce goods or services to Buyer; (b) in any manner assist others in the solicitation, acceptance, or inducement of, any business transactions with the existing and prospective clients, accounts or suppliers related to the Business; (c) solicit or induce any client or person to cease being a customer or client of Buyer or the Business or reduce their business relationship with Buyer or the Business; or (d) solicit or accept, or induce any employee, independent contractor or agent of Seller or related to the Business to cease being engaged or retained by Buyer, or to reduce their engagement therewith.

Section 7.05 Remedies. The Parties recognize and acknowledge that the performance of the obligations under this Article VII by Seller is special, unique and extraordinary in character and Seller acknowledges that Buyer will be irreparably damaged (and damages at law would be an inadequate remedy) if this Article VII is not specifically enforced. Therefore, in the event of a breach, or threatened breach, by Seller of any provision of this Article VII, Buyer shall be entitled, in addition to all other rights or remedies which may be available at law or in equity, to an injunction restraining such breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Article VII.

Article VIII. TERMINATION

Section 8.01 Termination . This Agreement may be terminated:

(a)

At any time prior to the Closing by the mutual written consent of the Buyer and Seller;

	(b)	By the Buyer (i) if the conditions to Closing as set forth in Section 5.01 and Section 5.02 have not been satisfied or waived by the Buyer, which waiver the Buyer may give or withhold in its sole discretion, by the Termination Date, provided, however, that the Buyer may not terminate this Agreement pursuant to this Section 8.01(b) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by the Buyer; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.02 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Buyer or cured by the Seller, as applicable, within five (5) Business Days after receipt by Seller of written notice thereof from the Buyer or is not reasonably capable of being cured prior to the Termination Date;

	(c)	By Seller (i) if the conditions to Closing as set forth in Section 5.01 and Section 5.03 have not been satisfied or waived by the Seller, which waiver the Seller may give or withhold in its sole discretion, by the Termination Date, provided, however, that Seller may not terminate this Agreement pursuant to this Section 8.01(c) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by Seller; or (ii) or there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.03 not to be satisfied, and such violation, breach or inaccuracy has not been waived by Seller or cured by the Buyer, as applicable, within five (5) Business Days after receipt by the Buyer of written notice thereof from Seller or is not reasonably capable of being cured prior to the Termination Date; or

	(d)	At any time prior to the Closing by any Party, if a court of competent jurisdiction or other Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under this Agreement and such order or action shall have become final and nonappealable; or

Section 8.02 Survival After Termination. If this Agreement is terminated by in accordance with Section 8.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 8.02, Article IX, Article X and Article XI shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Article IX. INDEMNIFICATION

Section 9.01 Indemnification of Buyer. Seller hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Buyer, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Buyer Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Buyer Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Seller contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; and (ii) the ownership, and operation of the Assets prior to the Closing Date, including due to any Actions by any third parties with respect to the Assets for any period prior to the Closing Date.

Section 9.02 Indemnification of Seller. The Buyer hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Seller and its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “Seller Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Seller Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Buyer contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; and (ii) and the ownership, and operation of the Assets following the Closing Date, including due to any Actions by any third parties with respect to the Assets for any period following the Closing Date.

Section 9.03 Procedure. The following shall apply with respect to all claims by any Seller Indemnified Party or Buyer Indemnified Party for indemnification:

	(a)	An indemnified Party shall give the indemnifying Party prompt notice (an “Indemnification Notice”) of any third-party Action with respect to which such indemnified Party seeks indemnification pursuant to Section 9.01 or Section 9.02 (a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by the indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such indemnified Party under Section 9.01 or Section 9.02, except to the extent such failure materially and adversely affects the ability of the indemnifying Party to defend such claim or increases the amount of such liability.

	(b)	In the case of any Third-Party Claims as to which indemnification is sought by any indemnified Party, such indemnified Party shall be entitled, at the sole expense and liability of the indemnifying Party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim unless the indemnifying Party, within a reasonable time after the giving of an Indemnification Notice by the indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to such indemnified Party that the indemnification provisions of Section 9.01 or Section 9.02 are applicable to such Action and the indemnifying Party will indemnify such indemnified Party in respect of such Action pursuant to the terms of this Article IX and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the indemnifying Party’s liability for Losses, counterclaim or offset, (ii) notify such indemnified Party in writing of the intention of the indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such indemnified Party to conduct the defense of such Third-Party Claim.

	(c)	If the indemnifying Party assumes the defense of any such Third-Party Claim pursuant to Section 9.03(b), then the indemnified Party shall cooperate with the indemnifying Party in any manner reasonably requested in connection with the defense, and the indemnified Party shall have the right to be kept fully informed by the indemnifying Party and their legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If the indemnifying Party so assumes the defense of any such Third-Party Claim, the indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the indemnified Party shall be at the expense of such indemnified Party unless (i) the indemnifying Party has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an indemnified Party and the indemnifying Party and the indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such indemnified Party and the indemnifying Party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying Party.

	(d)	If the indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 9.03(b), the indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the indemnifying Party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the indemnified Party for such liability. If the indemnifying Party does not elect to defend, or if, after commencing or undertaking any such defense, the indemnifying Party fails to adequately prosecute or withdraw such defense, the indemnified Party shall have the right to undertake the defense or settlement thereof, at the indemnifying Party’s expense. Notwithstanding anything to the contrary, the indemnifying Party shall not be entitled to control, but may participate in, and the indemnified Party (at the expense of the indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the indemnified Party or (y) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the indemnified Party. In the event the indemnified Party retains control of the Third-Party Claim, the indemnified Party will not settle the subject claim without the prior written consent of the indemnifying Party, which consent will not be unreasonably withheld or delayed.

	(e)	If the indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 9.03(b) and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the indemnified Party shall give the indemnifying Party prompt written notice thereof and the indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the indemnifying Party’s expense. The indemnifying Party shall not, without the prior written consent of such indemnified Party settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such indemnified Party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a monetary liability on the part of the indemnified Party (such as an increase in the indemnified Party’s income tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such indemnified Party of a release from all liability with respect to such Third-Party Claim and all other Actions (known or unknown) arising or which might arise out of the same facts.

Section 9.04 Periodic Payments. Any indemnification required by this Article IX for costs, disbursements or expenses of any indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the indemnifying Party to each indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 9.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 9.06 Time Limit. The obligations of the Seller and the Buyer under Section 9.01 and Section 9.02 shall expire two (2) years from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; (ii) resolved claims for which payment has not yet been paid to the indemnified Party; and (iii) claims pursuant to Section 11.01.

Section 9.07 Limitations. Notwithstanding anything to the contrary in this Article IX, neither the Buyer nor the Seller shall be obligated to indemnify the other for any Losses hereunder until all such to-be-indemnified Party’s Losses exceed $10,000 (the “Basket”), and shall thereafter be obligated to indemnify the other Party up to a maximum amount of $350,000 (the “Cap”). For the avoidance of doubt, the Basket and the Cap shall apply (i) as to all of the Buyer Indemnified Parties collectively, and the Seller shall not be obligated to satisfy the Basket, and shall not be subject to the Cap, with respect to each individual Buyer Indemnified Party; and (ii) as to all of the Seller Indemnified Parties collectively, and the Buyer shall not be obligated to satisfy the Basket, and shall not be subject to the Cap, with respect to each individual Seller Indemnified Party.

Article X. DISPUTE RESOLUTION

Section 10.01 Arbitration.

	(a)	The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”) to be jointly selected by the Buyer and the Seller. Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

	(b)	If the Buyer and the Seller cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Buyer and the Seller shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator.

	(c)	The laws of the State of Wyoming shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Wyoming applicable to a contract negotiated, signed, and wholly to be performed in the State of Wyoming, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

	(d)	The arbitration shall be held in Palm Beach County, Florida in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

	(e)	On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 10.01(c).

	(f)	The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

	(g)	The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

	(h)	Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

Section 10.02 Waiver of Jury Trial.

	(a)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THE PERFORMANCE THEREOF (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.02(a).

	(b)	Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Article XI. MISCELLANEOUS

Section 11.01 Brokers . The Buyer and Seller agree that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Buyer and the Seller each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying Party and such third person, whether express or implied from the actions of the indemnifying Party, pursuant to the provisions of Article IX.

Section 11.02 Governing Law . This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Wyoming, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Palm Beach County, Florida. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 11.03 Notices

(a)

Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to the Buyer:

Webstar Technology Group, Inc.

Attn: Joseph Stingone

4231 Walnut Bend

Jacksonville, FL 32257

Attn: Joseph Stingone

Email: jps@webstartechnologygroup.com

With a copy, which shall not constitute notice, to:

Legal & Compliance, LLC

Attn: John Cacomanolis

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

Email: JCacomanolis@LegalAndCompliance.com

If to the Seller:

Webstar Networks Corporation

555 8th St.

Unit G

Holly Hill, FL 32117

Attention: James Owens

	(b)	Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

	(c)	Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 11.04 Attorneys’ Fees . In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 11.05 Confidentiality . Each Party agrees that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 11.06 Public Announcements and Filings . Unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties.

Section 11.07 Third Party Beneficiaries . This contract is strictly between the Buyer and the Seller and, except as specifically provided, no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 11.08 Expenses . Subject to Section 11.04, except as specifically set forth herein, whether or not the Closing occurs, each of the Buyer and the Seller will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the transactions contemplated herein.

Section 11.09 Entire Agreement . This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 11.10 Survival; Termination . The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of six months.

Section 11.11 Amendment; Waiver ; Remedies; Agent.

	(a)	At any time prior to the Closing Date, this Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties hereto.

	(b)	Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

	(c)	Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d)

Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 11.12 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 11.13 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 11.14 Exhibits and Schedules. Any matter, information or item disclosed in the Schedules delivered under any specific representation, warranty or covenant or Schedule number hereof, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty or covenant in this Agreement where its application is reasonably apparent on the face of the disclosure, even in the absence of an explicit cross reference. The inclusion of any matter, information or item in any Schedule to this Agreement shall not be deemed to constitute an admission of any liability by the Buyer to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement.

Section 11.15 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the all of the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 11.16 Commercially Reasonable Efforts . Subject to the terms and conditions herein provided, Seller and the Buyer shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 11.17 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be requested by any other Party hereto in order to effectuate the transactions contemplated by this Agreement.

Section 11.18 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 11.19 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

	Webstar Technology Group, Inc.

	By:	/s/ Jospeh P. Stingone, Sr.
	Name:	Joseph P. Stingone, Sr.
	Title:	Chief Executive Officer

	Webstar Networks Corporation

	By:	/s/ James Owens
	Name:	James Owens
	Title:	Chief Executive Officer

Exhibit A

Bill of Sale

BILL OF SALE AND DOMAIN NAME ASSIGNMENT

This Bill of Sale and Domain Name Assignment is made and entered into as of __________, by Webstar Networks Corporation, a Florida corporation (“Seller”) to and in favor of Webstar Technology Group, Inc., a Wyoming corporation (the “Buyer”).

WHEREAS, Buyer and Seller have entered into a certain Intellectual Property Purchase Agreement, dated as of June 30, 2017 (“Agreement”), providing for Buyer to purchase the Assets (as defined below);

WHEREAS, Seller is the owner of the assets and domain names as listed in Exhibit A attached hereto and incorporated by reference herein (the “Assets”);

WHEREAS, Seller desires to convey, transfer, assign, deliver, and contribute to Buyer all of its right, title, and interest in and to the Assets; and

WHEREAS, Buyer shall accept, all rights, title and interest in and to the Assets as specified in this Agreement;

NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

1. Seller hereby sells, grants, conveys, assigns, transfers and delivers to Buyer any and all of Seller’s right, title and interest in and to (i) the Assets generally; (ii) any state or common law rights in the Assets and the right of priority, together with (1) the goodwill of the business relating to the Assets; and (2) right to sue for and collect, for its own use, all income, royalties, and damages hereafter due or payable to Seller with respect to the Assets, including without limitation, damages and payments for past, present, and future infringement or misappropriation of the Assets; (iii) all the rights in the trade dress, labels, and design associated with the Assets; and (iv) all of Seller’s right, title, and interest in the Domain Names, in each case free and clear of all liens, mortgages, pledges, options, claims, security interests, conditional sales contracts, title defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”). Such sale, transfer, conveyance and assignment shall be effective on the date hereof (the “Effective Date”).

2. The Seller covenants and agrees that in the event that (i) the Assets or other rights covered in this Bill of Sale cannot be transferred or assigned by it without the consent of or notice to a third party and in respect of which any necessary consent or notice has not as of the date hereof been given or obtained, or (ii) the Assets or rights are non-assignable by their nature and will not pass by this Bill of Sale, the beneficial interest in and to the same will in any event pass to the Buyer, as the case may be; and the Seller covenants and agrees (in each case without any obligation on the part of the Seller to incur any out-of-pocket expenses) (a) to hold, and hereby declares that it holds, such property, Assets or rights in trust for, and for the benefit of, the Buyer, (b) to cooperate with the Buyer in the Buyer’s efforts to obtain and to secure such consent and give such notice as may be required to effect a valid transfer or transfers of such Assets or rights, (c) to cooperate with the Buyer in any reasonable interim arrangement to secure for the Buyer the practical benefits of such Assets pending the receipt of the necessary consent or approval, and (d) to make or complete such transfer or transfers as soon as reasonably possible. Seller covenants and agrees to warrant and defend title to the Assets sold against any person, firm, corporation or association.

Exh A - 1

3. The Seller further agrees that it will at any time and from time to time, at the request of the Buyer, execute and deliver to the Buyer any and all other and further instruments and perform any and all further acts reasonably necessary to vest in the Buyer the right, title and interest in or to any of the Assets which this instrument purports to transfer to the Buyer. Seller further covenants that it will execute, at Buyer’s expense, all documents, papers, forms and authorizations and take all other actions that may be necessary to assist Buyer in registering the Marks with the United States Patent and Trademark Office and other foreign offices, as necessary. Seller further covenants that it will change the registered owner of the Domain Names to the Buyer and that Seller will execute all documents, papers, forms and authorizations and take all other actions that may be necessary for registering the Domain Names in the name of the Buyer, as necessary.

4. Any individual, partnership, corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to the Buyer and upon any notarization, certification, verification or affidavit by any notary public of any state relating to the authorization, execution and delivery of this Bill of Sale or to the authenticity of any copy, conformed or otherwise, hereof.

5. All of the terms and provisions of this Bill of Sale will be binding upon the Seller and its successors and assigns and will inure to the benefit of the Buyer and its successors and assigns.

6. This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflicts of law principles thereunder.

7. This Bill of Sale is being delivered in connection with the Closing under the Agreement and is made subject to the provisions of the Agreement. In the event of any conflict or inconsistency between this Bill of Sale and the Agreement, the Agreement shall be the controlling document.

8. This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Bill of Sale effective as of the day and year first above written.

	Webstar Technology Group, Inc.

	By:
	Name:	Joseph P. Stingone, Sr.
	Title:	Chief Executive Officer

	Webstar Networks Corporation

	By:
	Name:	James Owens
	Title:	Chief Executive Officer

Exh A - 2

Exhibit A

Assets

	i.	The domain name www.webstarecampus.com and any and all domain names incorporating the term “Webstar E-Campus” or any terms confusingly similar thereto that is owned by Seller and any and all rights of renewal in and to the foregoing (collectively, the “Domain Name”);

	ii.	all software code associated with the Webstar E-Campus software;

	iii.	Provisional patent application for the software;

	iv.	All 504(c) State Certifications obtained to date qualifying the software as a bonafide education classroom eligible for state education reimbursement;

	v.	The license agreement for the following cloud computing service: Network Solutions;

	vi.	The following computer equipment: Server, Laptop computer; and

	vii.	The following Intellectual Property, software known and marketed as “Webstar E-Campus” (the “IP Assets”).

Exh A - 3

Schedule 3

Seller Disclosure Schedules

Section 3.07: List of all registrations and applications for registration in respect of the IP Assets:

Provisional patent application

Schedule 3 - page 1

AMENDED AND RESTATED LETTER OF INTENT

TO LICENSE GIGABYTE SLAYER SOFTWARE

This Preliminary Letter of Intent is entered into this 26 day of October, 2017 by and among Soft Tech Development Corporation, and related entities (collectively, the “Licensor”) and Webstar Technology Group, Inc., a Wyoming corporation (collectively, the “Licensee”).

WHEREAS, Soft Tech Development Corporation, a Florida corporation, is formed for the purposes of, and is actively engaged in, the development of software to be licensed to businesses in various industries, and is located at 4231 Walnut Bend, Jacksonville, FL 32257 (the “Company”);

WHEREAS, the Licensor desires to License to the Licensee upon the terms and conditions set forth in the Letter of Intent entered into on June 12, 2016 (the “Letter of Intent”), and the Licensee desires to license from the Licensor, the exclusive software operating rights for the patented software known as “Gigabyte Slayer Software” (the “Transaction”) as provided for in this Letter of Intent.

WHEREAS, The parties desire to amend and restate the Letter of Intent as set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

1. License, Right of First Refusal. On the Closing Date, subject to the terms and conditions of this Agreement, the parities hereby agree to enter into a license agreement whereby the License shall license from the Licensor, the exclusive world-wide right and license to develop, support, manage, market, sell and sublicense the Gigabyte Slayer Software (the “License” or “License Agreement”). In addition, the License Agreement will include a clause that provides that if at any time during the term of the license, Licensor develops or creates a software solution that it seeks to commercialize by way of marketing, selling or licensing to a third party (the “Future Software Products”), Licensor must first offer the Future Software Products to the Company on the same terms that Licensor seeks from a third party. Should the Company be unwilling or unable to enter into an agreement with the Licensor to purchase or license the Future Software Products within 60 days from receipt of written notice of the offer from Licensor, then Licensor may sell or license the Future Software Products to a third party upon the same terms and conditions offered by Licensor to the Company.

2. License Fees. The license fee shall be (i) Six Hundred Seventy-Five Thousand ($675,000) Dollars payable at Closing plus (ii) a recurring license fee in an amount equal to Twelve percent (12%) of the gross amount of monies as agreed or cash equivalent or other consideration which is paid by an unrelated third party to Licensee for the use of the Gigabyte Slayer Software. Licensor agrees that in the event that Licensee raises less than $10,000,000 in its planned public offering, it will defer payment of the cash portion of the License Fees until the cash flow of the Licensee reasonably permits it to make such payment. Such payment may be deferred up to twelve (12) months after the date of the license agreement to be entered into between Licensor and Licensee.

3. Mechanism for Transaction and Delivery of License. It is anticipated that the Licensee’s license of the License will be effectuated by payment as stated above.

4. Conditions to Closing. At the Closing, the parties agree to deliver and execute mutually acceptable documents requested by the parties and their respective counsel, which shall include, without limitation, the following:

	a.	License Agreement. A license agreement incorporating the terms of this Letter of Intent.

	b.	Transfer of Cash: Documents confirming the transfer of the cash to the Licensor as provided for in Section 2.

	c.	Board Resolutions. Resolutions approving the transaction for each of the Board of Directors of the Licensor and Licensee.

	d.	Consents. Any required consents to this transaction.

	e.	Due Diligence. Satisfactory results of due diligence by the Parties.

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5. The Closing Date. The Closing Date shall be no later than (90) days after (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a merger with or into a company whose securities are registered with the SEC under the Securities Act of 1933, as amended and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (the “Public Offering Date”).

6. Exclusive Dealing. The Licensor represents and warrants to the Licensee that there is no existing agreement, understanding, letter of intent, or other commitment or arrangement of any kind between the Licensor and any other person, corporation, or other entity concerning the sale or other disposition related to the Gigabyte Slayer Software.

7. Entire Agreement. The Letter of Intent constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings, representations, warranties, and courses of conduct and dealing between the Parties on the subject matter hereof. Except as otherwise provided herein, this Letter of Intent may be amended or modified only in writing executed by all of the Parties.

8. Termination. This Letter of Intent will terminate automatically three hundred sixty-five (365) days after the Public Offering Date and may be terminated earlier upon written notice by either Party to the other Party unilaterally, for any reason or for no reason, with or without cause, at any time. Upon termination, the parties will have no further obligations hereunder except as stated in Paragraphs 9 and 11, which will survive any such termination.

9. Governing Law. This Letter of Intent will be governed by and construed under the laws of Florida without giving effect to any choice-of-law or conflict-of-law provision or rule that would require the application of any other law.

10. Counterparts. This letter may be executed in one or more counterpart copies, each of which will be deemed to be an original copy hereof, and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this letter and of signature pages by facsimile transmission or electronically in portable document format (PDF) shall constitute effective execution and delivery hereof as to the Parties and may be used in lieu of the original letter for all purposes. Signatures of the Parties transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

11. No Liability. The provisions of this Letter of Intent are intended only as an expression of intent on behalf of Parties; are not intended to be legally binding on Parties and are expressly subject to the execution of the Transaction. Moreover, no past or future action, or failure to act relating to the Transaction or relating to the negotiation of the terms of the Transaction, will give rise to or serve as a basis for any obligation or other liability on the part of any Parties.

Agreed to and accepted this 26 day of October, 2017

For the Licensor:		For the Licensee:

Soft Tech Development Corporation		Webstar Technology Group, Inc.

By:	/s/ James Owens	By:	/s/ Joseph P. Stingone, Sr.
	James Owens, Chief Executive Officer		Joseph P. Stingone, Sr., Chief Executive Officer

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AMENDED AND RESTATED LETTER OF INTENT

TO LICENSE WARP G SOFTWARE

WHEREAS, the Licensor desires to License to the Licensee upon the terms and conditions set forth in the Letter of Intent entered into on October 4, 2017 (the “Letter of Intent”), and the Licensee desires to license from the Licensor, the exclusive software operating rights for the patented software known as “WARP-G Software” (the “Transaction”) as provided for in this Letter of Intent.

WHEREAS, The parties desire to amend and restate the Letter of Intent as set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

1. License Fees. The license fee shall be (i) Six Hundred Seventy-Five Thousand ($675,000) Dollars payable at Closing plus (ii) a recurring license fee in an amount equal to Twelve percent (12%) of the gross amount of monies as agreed or cash equivalent or other consideration which is paid by an unrelated third party to Licensee for the use of the Warp G Software. Licensor agrees that in the event that Licensee raises less than $10,000,000 in its planned public offering, it will defer payment of the cash portion of the License Fees until the cash flow of the Licensee reasonably permits it to make such payment. Such payment may be deferred up to twelve (12) months after the date of the license agreement to be entered into between Licensor and Licensee.

2. Mechanism for Transaction and Delivery of License. It is anticipated that the Licensee’s license of the License will be effectuated by payment as stated above.

3. Conditions to Closing. At the Closing, the parties agree to deliver and execute mutually acceptable documents requested by the parties and their respective counsel, which shall include, without limitation, the following:

	a.	License Agreement. A license agreement incorporating the terms of this Letter of Intent.

	b.	Transfer of Cash: Documents confirming the transfer of the cash to the Licensor as provided for in Section 2.

	c.	Board Resolutions. Resolutions approving the transaction for each of the Board of Directors of the Licensor and Licensee.

	d.	Consents. Any required consents to this transaction.

	e.	Due Diligence. Satisfactory results of due diligence by the Parties.

5. The Closing Date. The Closing Date shall be no later than (90) days after (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a merger with or into a company whose securities are registered with the SEC under the Securities Act of 1933, as amended and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (the “Public Offering Date”).

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Agreed to and accepted this 26 day of October, 2017

For the Licensor:		For the Licensee:

Soft Tech Development Corporation		Webstar Technology Group, Inc.

By:	/s/ James Owens	By:	/s/ Joseph P. Stingone, Sr.
	James Owens, Chief Executive Officer		Joseph P. Stingone, Sr., Chief Executive Officer

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DIRECTOR AGREEMENT

DIRECTOR AGREEMENT (this “ Agreement ”) made as of the ____ day of August, 2017 by and between Webstar Technology Group, Inc., a Wyoming corporation (the “ Company ”) and [__] (“ Nominee ”).

WHEREAS , the Company desires to attract and retain a director who will consent to serve a member of the Board of Directors of the Company (the “ Board ”);

WHEREAS , the Nominee has agreed to serve on the Board; and

WHEREAS , the Company believes that Nominee possesses valuable qualifications and abilities to serve on the Company’s Board.

NOW, THEREFORE , the parties agree as follows:

1. Service to the Board .

( a) Service as a Director . Nominee consents to serve as a Director of the Company for a term of up to [__] years if elected or appointed and, upon re-appointment or election to the Board of the Company, to serve as a member of the Board of the Company.

Nominee agrees that upon appointment or election he will dutifully perform his responsibilities as a director in good faith, in accordance with applicable law, and in accordance with the Articles of Incorporation, bylaws and other policy and procedures applicable to such service. Upon appointment to the Board, Nominee shall resign from the Board of Directors of the Company, upon the request of the Chief Executive.

Nominee understands that this Agreement does not constitute an offer to serve as a director of the Company, or as an employee, or in any other capacity and that appointment shall only occur by vote of the Board or shareholders of the Company. Nominee understands and agrees that if the Company offers Nominee employment, the Company may request a background check consisting of a criminal history and other background checks to be used solely for employment-related purposes and understands an offer and any position will be contingent on the receipt and evaluation of the background check report.

2. Compensation and Expenses .

(a) Compensation . The Company agrees to adopt or has adopted compensation plans for directors applicable to Nominee’s appoint, in the event Nominee becomes a director, and such compensation shall be payable as follows:

●

Board of Director Meeting fee of $3,000 for attending and participating in the Company’s quarterly Board of Director meetings, payable in accordance with the Company’s accounting practices; and

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	●	Once the Company’s registration is effective, the Director will receive 100,000 shares of the Company’s voting common stock. Notwithstanding anything provided to the contrary in the Agreement, any and all shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), issuable by the Company to Director as provided for in this Agreement (the “Shares”) shall be issued within 15 days of (i) the effective date of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or (ii) such earlier date that the Company consummates a financing or a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction and which results in either of (i) or (ii) at least $3,000,000 of gross proceeds to the Company (the “Financing Event”).

	●	Stock options to purchase [__] shares of the Company’s registered common stock at an exercise price based on the closing price of the Company’s common stock on the Date of Grant (the “Options”). The Options shall vest 50% one year from the Date of Grant and the other 50% two years from the Appointment Date so long as Nominee is a member of the Company’s Board of Directors. The Options will be exercisable at any time after they vest and prior to the four year anniversary of the Appointment Date. The Option shall be issued in compliance with all rules and regulations of the United States Securities and Exchange Commission pursuant to the terms of a Stock Option Agreement to be provided by the Company. The Options granted to Nominee shall be in effect subject to Nominee’s continuous service as a member of the Board. In the event that Nominee’s service is terminated prior to the two (2) year anniversary of the Appointment Date for any reason, all unvested options shall be forfeited.

(b) Expenses . The Company shall reimburse Nominee for all of Nominee’s reasonable and necessary out-of-pocket expenses, including travel, incurred in connection with the performance of Nominee’s duties as a director on behalf of the Company (“ Expenses ”), upon submission of adequate documentation therefor.

[(c) Insurance . The Company intends to obtain a policy of directors’ and officers’ insurance coverage. In the event any notice of termination or significant change in coverage or terms of D&O Insurance are received by the Company, prompt written notice shall be provided Nominee for so long as Nominee serves as a director of the Company and during any subsequent period during which Nominee may be entitled to the benefit of such D&O Insurance.]

3. Confidentiality . Nominee acknowledges that they will be obtaining access to certain confidential information concerning the Company and its plans and affairs, including, but not limited to, business methods, systems, scheduling, financial data, intellectual property and strategic plans which are unique assets (“ Confidential Information ”). Nominee covenants and agrees to not, directly or indirectly, in any manner, utilize or disclose to any person, firm or entity, such Confidential Information.

4. Termination . This Agreement shall terminate upon resignation, removal or failure of Nominee to be appointed or re-appointed by the Company’s shareholders as a director of the Company as provided for in the Company’s bylaws or as provided for under Wyoming law, provided that any provision of this Agreement not capable of performance prior to termination shall survive, shall survive such termination for the period necessary for performance.

5. Assignment . The duties and obligations of Nominee under this Agreement are personal and therefore Nominee may not assign any right or duty under this Agreement without the prior written consent of the Company.

6. Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.

	WEBSTAR TECHNOLOGY GROUP, INC.

	By:
	Name:	Joseph P. Stingone
	Title:	Chief Executive Officer

	NOMINEE:

	Name:.
	Business Address:

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Exhibit 10.7

FORM OF

SUBSCRIPTION AGREEMENT

Common Stock

Webstar Technology Group, Inc.

This subscription (this “ Subscription ”) is dated , 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Webstar Technology Group, Inc., a Wyoming corporation (the “ Company ”), whereby the parties agree as follows:

1. Subscription

Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “ Purchase Price ”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “ Purchase Price ”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto.

The Shares are being offered pursuant to a Registration Statement on Form S-1, SEC File No. [__] (the “ Registration Statement ”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “ Commission ”) prior to issuance of any Shares and acceptance of Investors’ subscription. The Registration Statement is subject to change. A final Registration Statement and/or supplement to the Registration Statement will be delivered to the Investor as required by law.

The Shares are being offered by management of the Company on a “best efforts, minimum/maximum” basis as set forth in the Registration Statement. The completion of the purchase and sale of the Shares (the “ Closing ”) shall take place at a place and time (the “ Closing Date ”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Upon satisfaction or waiver of all the conditions to closing set forth in the Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made, if available, through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or through the physical delivery of certificates or book form evidencing the Shares to the residential or business address indicated thereon).

All checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account maintained by Legal & Compliance, LLC (the “Escrow Agent”). In regards to monies being wired from an investor’s bank account, the Company shall request the investors send their wires by the next business day. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the Termination Date set forth in the final Registration Statement, all funds will be returned to investors promptly in accordance with the escrow agreement terms and applicable law.

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2. Certifications, Representations and Warranties

In order to induce the Company to accept this Subscription Agreement for the Shares and as further consideration for such acceptance, the undersigned hereby makes, adopts, confirms and agrees to all of the following covenants, acknowledgments, representations and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement:

I understand that the Company reserves the right to, in its sole discretion, accept or reject this Subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds transmitted herewith shall be returned to the undersigned in full, with any interest accrued thereon.

I have received the Registration Statement.

I am purchasing the Shares for my own account.

I hereby represent and warrant that I am not, and am not acting as an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

By making the foregoing representations you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The Company will assert your representations as a defense in any subsequent litigation where such assertion would be relevant. This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Wyoming without giving effect to the principles of conflict of laws.

3. Miscellaneous

This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format.

All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

To the Company: as set forth on the signature page hereto.

To the Investor: as set forth on the signature page hereto.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

If the foregoing correctly sets forth the parties’ agreement, please confirm this by signing and returning to the Company the duplicate copy of this Subscription Agreement.

[Signature Page Follows]

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[Signature Page to Investor Subscription Agreement for Webstar Technology Group, Inc.]

If the foregoing correctly sets forth the parties’ agreement, please confirm this by signing and returning to the Company the duplicate copy of this Subscription Agreement.

Number of Shares:			Webstar Technology Group, Inc.

Purchase Price per Share: $

Aggregate Purchase Price: $			By:
			Name:
			Title:

			Address Notice:
INVESTOR:

By:			Webstar Technology Group, Inc.
Name:			4231 Walnut Bend
Title:			Jacksonville, Florida 32257

[ ] Check Method of Payment: Check enclosed or

[ ] Please wire $ _________________ from my account held at: _________________

Account Title: _________________; Account Number: _________________

To the following instructions:

For Domestic Wires:

Wells Fargo Bank, N.A.

420 Montgomery
San Francisco, CA 94104

ABA# 121000248

For Credit To: Legal & Compliance, LLC IOTA Trust Account

Account Number – 2000057977252

Ref: Webstar Technology Group - [Subscriber Name]

For International Wires:

Wells Fargo Bank, N.A.

420 Montgomery
San Francisco, CA 94104

Swift Code WFBIUS6S

For Credit To: Legal & Compliance, LLC IOTA Trust Account

Account Number – 2000057977252

Ref: Webstar Technology Group - [Subscriber Name]

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Select method of delivery of Shares: DRS or DWAC (if available)

DWAC DELIVERY DWAC Instructions:

1.		Name of DTC Participant (broker dealer at which the account or accounts to be credited with the Shares are maintained):

2.		DTC Participant Number:

3.		Name of Account at DTC Participant being credited with the Shares:

4.		Account Number of DTC Participant being credited with the Shares:

Or DRS Electronic Book Entry Delivery Instructions:

Name in which Shares should be issued:

Address: _________________; Street _________________

City/State/Zip: _________________; Attention: _________________

Telephone No.: _________________

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AMENDED AND RESTATED CONSULTING AGREEMENT

This Consulting Agreement, entered into this 16 ^th day of August, 2017 (the “Agreement”), by and between WEBSTAR TECHNOLOGY GROUP, INC., a Wyoming corporation, having its principal executive office at 4231 Walnut Bend, Jacksonville, FL 32257 (the ‘Company”), and Mr. James Owens, having his registered office for Soft Tech Development Corporation at 4231 Walnut Bend, Jacksonville, FL 32257 (the ‘ Consultant”).

WHEREAS, the Company desires to engage the Consultant upon the terms and conditions set forth in the Agreement entered into on September 12, 2016 (the “Agreement”), and the Consultant desires to undertake and perform the duties of the engagement as provided in this Agreement.

WHEREAS, The parties desire to amend and restate the Agreement as set forth below.

WITNESSETH

WHEREAS, the Company wishes to retain the Consultant and the Consultant has agreed to undertake and perform the obligations herein set forth, subject to the terms hereof.

NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth herein, the parties agree as follows:

1. Engagement of Consultant; Duties . The Company hereby engages the Consultant, and the Consultant agrees to be engaged on a non-exclusive basis, as a consultant on the terms and conditions set forth below. The Consultant agrees that it will, as an independent contractor, serve as a consultant to the Company and affiliates, to render such advice, consultation, information, and services to the Board of Directors, managers and/or executive officers of the Company regarding the Company’s technology strategy and direction in the same capacity as would be considered that of a Chief Technology Officer and to oversee the Company’s network, technology and telephony infrastructure. Other duties may include:

a. Strategic alliances, mergers and acquisitions;

b. Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by the Company;

c. Business development and business advertising;

f. Due diligence processes;

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2. Due Diligence . The Company shall supply and deliver to the Consultant all information relating to the Company’s business as may be reasonably requested by the Consultant to enable the Consultant to provide the consulting services described in paragraph 1.

3. Time . The Consultant will devote such time to the affairs of the Company as is necessary to perform the services contemplated hereby in a professional and effective manner, subject to reasonable requirements of other businesses and activities of the Consultant’s personnel, it being acknowledged and agreed that Consultant may enter into additional contracts to provide the same or similar services to other entities engaged in the same or similar lines of business as that of the Company. The Consultant may perform services hereunder in such manner (whether by conference, telephone, letter, email or otherwise) and at such times and places as Consultant and the Company may reasonably determine. The Consultant does not guarantee that its efforts will have any impact upon the Company’s business or that there will be any specific result or improvement from the Consultant’s efforts.

4. Term . The Consultant’s engagement shall commence on August 16, 2017, and shall continue for an initial term of five years.

5. Compensation . The Consultant shall receive a monthly retainer of Twenty thousand dollars ($20,000.00).

6. Expense Reimbursement . The Company will reimburse the Consultant for reasonable expenses incident to the Consultant’s rendering of services hereunder which the Company deems necessary or desirable, upon presentation of expense vouchers or other documentation in such detail as the Company may from time to time reasonably require.

7. Confidentiality . Consultant acknowledges and agrees that confidential and valuable information proprietary to Company and obtained during its engagement by the Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential. The Consultant, for and on behalf of itself and its representatives, shall not divulge to anyone, either during or at any time after the termination of its engagement, any information constituting a trade secret or other confidential information acquired by him concerning the Company, except in the performance of his duties hereunder, without the prior written consent of the Company or if required by law. The Consultant acknowledges that any such information is of a confidential and secret character and of great value to the Company, and upon the termination of its engagement the Consultant shall forthwith deliver up to the Company all notebooks and other data in its possession relating to the Company. The Company shall be entitled, in addition to any other right and remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the Consultant from any violation or threatened violation of this Section 7, and the Consultant hereby consents to the issuance of such injunction; provided, however, that the foregoing shall not prevent the Consultant from contesting the issuance of any such injunction on the ground that no violation or threatened violation of this Section 7 has occurred.

8. Severability . If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement; and this Agreement shall be construed as if such provision had been drawn so as not to be invalid or unenforceable.

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9. Entire Agreement. Etc . This Agreement sets forth the parties’ final and entire agreement, and supersedes any and all prior understandings with respect to its subject matter. This Agreement shall bind and benefit the parties hereto and their respective heirs, successors and assigns, except as otherwise set forth herein. This Agreement is personal in nature and none of the Consultant’s obligations under this Agreement may be assigned or delegated by the Consultant. This Agreement shall be assignable by the Company to any other person in connection with the sale, transfer or other disposition of all or a substantial portion of its business and assets; and this Agreement shall inure to and be binding upon any successor to all or a substantial portion of the business, or to all or substantially all of the assets, of the Company, whether by merger, consolidation, purchase of stock or assets or otherwise. This Agreement cannot be changed, waived or terminated except by a writing signed by both the Consultant and the Company and shall be governed by, and construed in accordance with, the laws of the Florida applicable to contracts made and performed entirely within such state.

10. Independent Contractor . The parties agree that the Company shall have no right to control or direct the details, manner or means by which the Consultant accomplishes the results of the services performed hereunder, it being acknowledged that the Consultant shall for all purposes be an independent contractor of the Company.

11. Counterparts . This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. Delivery by Facsimile or E-Mail . This Agreement and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or digitally by means of e-mail, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of either party hereto, the other party shall re-execute original forms thereof and deliver them to the other party. Neither party shall raise the use of a facsimile machine or e-mail to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or e-mail as a defense to the formation of a contract and each party forever waives any such defense.

13. Notices . Any notice or other communication required to or which may be given to any party hereunder shall be in writing and shall be delivered personally to such party (or the Secretary thereof in the case of the Company) or if mailed, by registered or certified mail, postage prepaid, return receipt requested, addressed to such other party at the address first set forth above (with the notice to the Company to be to the attention of James Owens, President) and shall be deemed delivered in all cases upon receipt. Any party may change the address to which notices are to be sent by giving written notice of any such change in the manner provided herein.

14. Arbitration and Fees . Any controversy or claim arising out of or relating to this Agreement, or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in accordance with the Arbitration rules of the American Arbitration Association in Volusia County, Florida. Any decision issued therefrom shall be binding upon the parties and shall be enforceable as a judgment in any court of competent jurisdiction. The prevailing party in such arbitration or other proceeding shall be entitled, in addition to such other relief as many be granted, to a reasonable sum as and for attorney’s fees in such arbitration or other proceeding which may be determined by the arbitrator or other officer in such proceeding. If collection is required for any payment not made when due, the creditor shall collect statutory interest and the cost of collection, including attorney’s fees whether or not court action is required for enforcement. The prevailing party in any such proceeding shall also be entitled to reasonable attorneys’ fees and costs in connection all appeals of any judgment.

15. Captions . The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first written above.

	WEBSTAR TECHNOLOGY GROUP, INC.

	By:	/s/ Joseph P. Stingone, Sr.
	Name:	Joseph P. Stingone, Sr.

	By:	/s/ James Owens
	Name:	James Owens

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated December 28, 2017 relating to our audits of the balance sheets of Webstar Technology Group, Inc. (the “Company”) as of December 31, 2016 and 2015 and the related statements of operations, shareholders’ deficit and cash flows for the years then ended. Our report dated December 28, 2017, relating to the financial statements include an explanatory paragraph to the Company’s ability to continue as a going concern. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

/s/ Friedman LLP
Marlton, New Jersey
December 28, 2017