Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on July 29, 2021, the company entered into an Acquisition Agreement that provides for, among other things, for the company to acquire 100% of Tingo Mobile PLC ("Tingo Mobile"), a Nigerian company, from Tingo International Holdings Inc. ("Tingo International"), a Delaware corporation.





Pursuant to the Acquisition Agreement, at closing, the company agreed to issue
928,000,000 Class A Common shares to Tingo International, and 65,000,000 Class B
Common Shares to the Class B Shareholders of Tingo International, in full
satisfaction of and in exchange for 100% of the issued and outstanding shares of
Tingo Mobile. Upon closing of the transaction Tingo Mobile shall become a wholly
owned subsidiary of the company.



As part of the Acquisition Agreement, prior to closing the company agreed to
change its name to Tingo Inc. and amend its articles of incorporation to provide
for its authorized share capital so as to have 1,250,000,000 Class A Common
Shares of $0.001 par value, 200,000,000 Class B Common Shares of $0.0001 par
value, and 50,000 Preferred Shares with such rights and privileges as the
majority of the board may designate at its discretion.

At closing, the company agreed to appoint up to eight directors nominated by Tingo International for a total of 10 directors, two of which shall be independent. The agreement also contemplates the appointment of new officers.





The parties to the Acquisition Agreement further agreed that in the event that
the share price of the company trades below $5.00 per share for 60 consecutive
days after closing, the Board of Directors of the company, at its sole
discretion, may elect to approve a stock consolidation to increase the share
price and that all parties are in agreement and in favor of such consolidation
should it be deemed necessary by the Board of Directors of the company.

In connection with the transaction, at closing, an arm's length finder is entitled to a 3% finder's fee, to be paid in the company's Class A Common shares.





The closing of the Acquisition Agreement was conditioned upon receipt by the
company of the financial statements of Tingo Mobile, shareholder approval of the
transaction by Tingo International and completion of the company's amendment to
increase its authorized capital stock.



On August 15, 2021, having completed all conditions under the Acquisition
Agreement, including receipt of the financial statements from Tingo Mobile,
approval of the transaction by Tingo International and completion of the
company's increase in authorized capital, the company closed the transaction
with Tingo International, and issued 928,000,000 Class A Common shares to Tingo
International, and 65,000,000 Class B Common Shares to the Class B Shareholders
of Tingo International, in exchange for 100% of the capital stock of Tingo
Mobile. The company paid out 27,840,000 shares of Class A common stock to the
finder, representing 3% of the transaction.



The company is in the process of changing its name and symbol and has submitted
its request to FINRA for a market effective date on the transaction. The company
has also added directors and officers as a result of the closing, which are set
forth in Item 5.02 of this Current Report on Form 8-K.



The Acquisition Agreement contains customary representations and warranties of
the parties, including, among others, with respect to corporate organization,
capitalization, corporate authority, financial statements and compliance with
applicable laws. The representations and warranties of each party set forth in
the Acquisition Agreement were made solely for the benefit of the other parties
to the Acquisition Agreement, and investors are not third-party beneficiaries of
the Acquisition Agreement. In addition, such representations and warranties (a)
are subject to materiality and other qualifications contained in the Acquisition
Agreement, which may differ from what may be viewed as material by investors,
(b) were made only as of the date of the Acquisition Agreement or such other
date as is specified in the Acquisition Agreement and (c) may have been included
in the Acquisition Agreement for the purpose of allocating risk between the
parties rather than establishing matters as facts. Accordingly, the Acquisition
Agreement is included with this filing only to provide investors with
information regarding the terms of the Acquisition Agreement, and not to provide
investors with any other factual information regarding any of the parties or
their respective businesses.

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.


We claim an exemption from the registration requirements of the Securities Act,
for the private placement of these securities pursuant to Section 4(a)(2) of the
Securities Act and/or Regulation D promulgated thereunder because, among other
things, the transaction did not involve a public offering, the Seller is an
accredited investor, the Purchaser acquired the securities for investment and
not resale, and we took appropriate measures to restrict the transfer of the
securities.

Item 5.01 Changes in Control of Registrant

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

We issued 928,000,000 Class A Common shares to Tingo International, and 65,000,000 Class B Common Shares to the Class B Shareholders of Tingo International. As a result of this transaction, there has been a change in control of the company.

There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.





              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS




The following table sets forth, as of August 15, 2021, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group. Unless
otherwise stated, the address for each beneficial owner is at 8/6 Soi Patanakarn
30 Patanakarn Road, Suan Luang, Bangkok, Thailand.



Name and Address of Beneficial Owner           Series A Common Stock       

            Series B Common Stock
                                         Number of Shares       Percent of        Number of Shares       Percent of
                                              Owned             Class(1)(2)            Owned             Class(1)(2)

Anthony Moore                                            -                 -                      -                 -
Zoliwe Macanda-Simbodyal                                 -                 -                      -                 -
Gurjinder Johal                                          -                 -                      -                 -
Hok Fung Wai                                     1,603,500                 *                      -                 -
Dozy Mmobuosi                                            -                 -             51,000,000             78.46 %
Christopher Cleverly                                     -                 -                      -                 -
Dakshesh Patel                                           -                 -                      -                 -
Adewale Adebayo                                          -                 -                      -                 -
Onyekachi Onubogu                                        -                 -                      -                 -
Leslie Kasumba                                           -                 -                      -                 -
Alex Lightman                                   14,000,000               1.3 %                    -                 -
Derrick Randall                                          -                 -                      -                 -
All Directors and Executive Officers
as a Group (12 persons)                         15,603,500              14.2 %                    -                 -
5% Holders
Tingo International Holdings Limited
1 Stamford Plz 263 Tresser Blvd. 9th
FL Stamford, CT 06901                          928,000,000             84.66 %                    -                 -
Tosin Igbena
1 Stamford Plz 263 Tresser Blvd. 9th
FL Stamford, CT 06901                                    -                 -             10,000,000             15.38 %
Belfry Securities
1 Stamford Plz 263 Tresser Blvd. 9th
FL Stamford, CT 06901                                    -                 -              4,000,000              6.15 %




* Less than 1%

(1) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership

includes any shares as to which a shareholder has sole or shared voting power

or investment power, and also any shares which the shareholder has the right

to acquire within 60 days, including upon exercise of common shares purchase

options or warrants.

(2) The percent of class is based on 1,096,146,211 shares of Series A common

stock outstanding and 65,000,000 shares of Series B common stock as of August

16, 2021.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On August 16, 2021, the Board of Directors (the "Board") of IWeb, Inc. (the
"Company") received: (i) a resignation letter from Mr. Anthony Moore, to resign
as the Chief Executive Officer of the Company effective on August, 15 2021, but
shall remain Chairman of the Company; (ii) a resignation letter from Zoliwe
Macanda-Simbodyal, to resign as the Secretary, Treasurer and Chief Financial
Officer of the Company, effective on August,16 2021, but shall remain a Director
of the Company.




Effective August 16, 2021, the Board appointed: i) Mr. Dozy Mmobuosi as the
Chief Executive Officer of the Company effective on August 16, 2021; and (ii)
Dakshesh Patel as the Chief Financial Officer of the Company, effective on
August 16, 2021; and (iii) ) Derrick Randall as the Secretary, Treasurer of the
Company, effective on August 16, 2021, and appointed Rory Bowen as Chief of
Staff of the company effective August 16th2021.

Effective August 16, 2021, the Board appointed Mr. Dozy Mmbouosi, Mr. Christopher Cleverly, Dakshesh Patel, Mr. Adewale Adebayo, Mr. Onyekachi Onubogu, Mr. Derrick Randall, Ms. Leslie Kasumba and Mr. Alex Lightman as members of our Board of Directors.





Mr. Dozy Mmobuosi, age 43, Co-founded Tingo Mobile PLC (Nigeria) in the year
2001 and is the Group Chief Executive Officer. Dozy has vast global experience
in South- East Asia, China, United Arab Emirates, Bulgaria, USA and the UK. An
adviser to corporate clients, steering the strategy and design of business plans
(investments, acquisition, and organic growth) into new global markets -across
three continents he has directed significant operating growth of Tingo with over
$500 million in annual revenue. In 2001 Dozy founded Fair Deal Concepts Limited,
now Tingo Mobile Plc (Nigeria). In 2002 he led the design and launch of
Nigeria's first SMS Banking Solution (Flashmecash), later sold to FMCB who still
use it today. From 2013 Dozy Led a team of 123 Chinese and Nigerian engineers to
setup 2 mobile phone assembly facilities in Nigeria (Lakowe and Lugbe). These
facilities have produced over 20 million mobile devices which have been
distributed across Nigeria. Dozy is currently co-sponsoring a special purpose
acquisition company, or SPAC (Africa Acquisition Corp, Inc), targeted at
acquiring a natural resources company in Africa. Mr. Mmobuosi received a BSc in
Political Science in 2001 and an MSc Economics in 2003 from Ambrose Alli
University Ekpoma, Edo State (Nigeria). In 2007, he received a PhD in Rural
Advancement from UPM Malaysia. The Board believes Mr. Mmobuosi's experience,
knowledge and leadership will benefit the Company and make him a valuable member
of the Board.



Dakshesh Patel, age 60, is currently Group Chief Financial Officer of Tingo
International and has extensive experience in banking. Mr. Patel was formerly
Chief Financial Officer of NatWest's Global Debt and Investment Banking division
with 110 staff under his stewardship and structured and led the first CDO in
Europe for the NatWest Corporate Debt book with two placements with a total
value $10 billion. Following acquisition of Greenwich Capital in 1996, Mr. Patel
assumed responsibility for all aspects of the finance function for both the
capital markets and structured finance activities. Mr. Patel at NatWest as also
the Finance Director of the Global Structured Finance & Investment Banking
(NatWest Markets) responsible for global team of 50 people and also served as
Financial Controller, Banking & Specialised Finance (NatWest). From 1991-1994
Mr. Patel was manager, leasing and tax (NatWest) where he set up new leasing
unit in conjunction with business head. Mr. Patel also Co-founded Longbridge
Capital, a finance consultancy operating in Europe, Africa and Asia,
e-Logistics, a transport management business, and Yespay, a payment gateway
acquired by Worldpay. Mr. Patel additionally, has worked with NBW Partners UK
where he was advising a leading global shipping group in the management of their
treasury operations and as Managing Director Gerken Capital Associates, a San
Francisco based alternative asset fund manager with core focus on venture
capital and private equity investment products. Mr. Patel was also Co-Founder
and Board Member of eLogistics UK where he raised $10m in VC financing to
develop the initial business concept and led an MBO of the business Mr. Patel
has also worked at Deloitte Haskins & Sells, London, Abu Dhabi, and Southern
Africa where he was lead manager responsible for major listed corporations in
Southern Africa and the Abu Dhabi Investment Authority. Mr. Patel earned a
Bachelor of Arts degree in Accounting and Finance from Ealing College, London
and also has a Certification with the Institute of Chartered Accountants in
Zimbabwe. The Board believes Mr. Patel experience and knowledge will benefit the
Company and make him a valuable member of the Board.



Dr. Christopher Cleverly, age 54, after completing a law degree at Kings College
London LLB, Chris was called to the Bar in 1990, following which he established
Trafalgar Chambers on Fleet Street, becoming "the youngest head of barristers'
chambers in the last century" according to the Sunday Times. During this period
Mr Cleverly was a regular presenter on Channel 4 and contributor to the other
main channels, radio and newspapers. Since then he has been board member of a
number of companies in UK, India, China and Africa both listed on regulated
exchanges and private in a number of sectors. As CEO of Made In Africa
Foundation, Mr.Cleverly was co-architect and founder of the $1.5 billion
Africa50 fund with the African Development Bank which has been lead investor in
a number of large scale renewable energy projects. He is also very experienced
in the cryptocurrency space as CEO of blockchain payments gateway KamPay.io,
advising blockchain protocol Cardano and as contributing writer to
CoinTelegraph. Chris has advised a number of UK plcs on their entrance into
African markets, including negotiation of oil blocks, mineral concessions and
banking licences. He also advises the UK Government on development issues and
African governments on investment issues. He was awarded an Honorary Doctorate
from Reading University in 2014 and has recently completed a course in Circular
Economy and Sustainability Strategies at the University of Cambridge Judge
Business School. His portrait is held by the National Portrait Gallery in
. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.


The board of directors and majority shareholders of the Company approved an
amendment of the Company's Articles of Incorporation to provide for its
authorized share capital so as to have 1,250,000,000 Class A Common Shares of
$0.001 par value, 200,000,000 Class B Common Shares of $0.0001 par value, and
50,000 Preferred Shares with such rights and privileges as the majority of the
board may designate at its discretion.

Item 9.01 Financial Statements and Exhibits





(a) Financial Statements of Businesses Acquired. The financial statements of
Tingo Mobile required by Item 9.01(a) to this Current Report on Form 8-K will be
filed by amendment within 71 calendar days after the date this report on Form
8-K must be filed.



(b) Pro Forma Financial Information. The pro forma financial information
required by Item 9.01(b) to this Current Report on Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K must be
filed.



(d) Exhibits



Exhibit No. Description

  2.1         Acquisition Agreement Dated July 29, 2029(1)

(1) Incorporated by reference to the Current Report on Form 8-K filed as Exhibit

2.1 on August 4, 2021.

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