Item 1.01 Entry into a Material Definitive Agreement.



          On May 4, 2023 (the "Effective Date"), the Company and Cilandro SA,
          (Cilandro) entered into a Sales Purchase agreement, to acquire 100% of
          the share capital of Cilandro in a share swap transaction representing
          all the assets, licenses , and intellectual property of.

          Pursuant to the provisions in the Sale Purchase Agreement, the Company
          will issue (one hundred and ten thousand) 110,000 shares of its common
          stock at fair market value as of the date of the Sale Purchase
          Agreement. In addition, the Company will issue a 10% convertible note
          for (Fifty Eight Thousand Dollars) $58,000 with a maturity date of
          December 31, 2023. The convertible note has an option to convert into
          the Company's common stock with a conversion price of (One Dollar)
          $1.0000.The common shares issued for the conversion if exercised, shall
          be issued with a restriction under Rule 144 of the U.S. Securities and
          Exchange Commission Act of 1934.

          The completion of the sale must be reported and approved by SOFIT a
          self-regulatory AML (Anti Money Laundering) regulatory body authorized
          by FINMA (Swiss Financial Market Supervisory Authority) in Switzerland.
          The seller will remain as a Director of Cilandro and have operational
          oversight on an ongoing basis. The Company shall commit to providing
          Directors and Officers insurance for Cilandro.

          The Company shall recruit executives to manage the business and
          administrative activities of Cilandro. These individuals shall each
          enter into an employment agreement for executive-level roles with the
          subsidiary company for a term of not less than two years and receive
          reasonable compensation packages to include a competitive base salary.

The foregoing description of the Sale Purchase Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Sal Purchase Agreement, which is filed as Exhibits 99.1, , to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit No.   Description

   99.1*        SALE PURCHASE AGREEMENT AND CONVERTIBLE NOTE

* Filed herewith

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