Item 2.01. Completion of Acquisition or Distribution of Assets.

On September 28, 2021, the Company completed the acquisition of certain intellectual property and database assets of ACL Group, Inc.. The compensation paid by the Registrant for these assets is as follows:





    (a) A Secured Convertible Promissory Note in the principal amount of
        $300,000,000, bearing an interest rate of 5% per annum, and convertible
        into Shares of Common Stock of the Registrant in accordance with the terms
        of the Note, a copy of which is annexed hereto as an Exhibit;

    (b) 40,000,000 shares of the Registrant's authorized but unissued $0.001 par
        value common stock;

    (c) 1,000,000 shares of the Registrant's authorized but unissued Series "A"
        Preferred Stock, and  1,000 shares of the Registrants' authorized but
        unissued Series "B" Preferred Stock, which shall bear the rights,
        privileges and preferences as set forth in the Certificate of Designation
        annexed hereto as an Exhibit;

    (d) 20,000,000 Class "A" Common Stock Purchase Warrants, exercisable at $.02
        per Share and expiring 10 years from the date of issuance.  The Form of
        Common Stock Purchase Warrant is annexed hereto as an Exhibit.

Item 3.02. Unregistered Shares of Equity Securities.

Pursuant to the terms of the Asset Purchase and Sale Agreement, the Registrant on September 28, 2021 issued the following equity securities:





    (1) 40,000,000 Shares of the Company's authorized but unissued $0.001 par
        value common stock;

    (2) 1,000,000 Shares of Purchaser's authorized but unissued Series "A"
        Preferred Stock, and 1,000 shares of Purchaser's authorized but unissued
        Series "B" Preferred Stock, which shall bear the rights, privileges and
        preferences as set forth in the Certificate of Designation annexed hereto
        as an Exhibit;

    (3) 20,000,000 Class "A" Common Stock Purchase Warrants, exercisable at $.02
        per Share and expiring 10 years from the date of issuance. The Form of
        Common Stock Purchase Warrant is annexed hereto as an Exhibit.

The foregoing securities are considered to be "restricted securities", and were issued by the Registrant pursuant to an exemption from Registration afforded by Section 4(a)(1) of the Securities Act of 1933, as amended.






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

On September 30, 2021, Peter Zompa resigned as a Director of the Company, effective immediately. Mr. Zompa did not provide the Registrant with any correspondence concerning his resignation, and Mr. Zompa was provided with a copy of this disclosure.

Item 9.01. Financial Statements & Exhibits.





  4.1      Form of Class A Common Stock Purchase Warrant

  10.1     Agreement for Purchase and Sale of Assets

  10.2     Secured Promissory Note

  17.1     Resignation of Officer and Director

104      Cover Page Interactive Data File (embedded within the inline XBRL
         document)





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