Item 1.01 Entry into a Material Definitive Agreement.



          On December 13, 2022 (the "Effective Date"), the Company and Core
          Business Holdings s.r.o., (CORE) entered into a Binding Letter of
          Intent and Deal Terms agreement, along with arTax Consult, s.r.o.
          (arTax), an entity who was appointed custodian of the software
          development IP with the instruction to transfer such software to a
          legal entity of all the software owners' choice and to distribute
          ownership as agreed at the time of the completion of version 0.1 of the
          various software platforms. The Company will acquire 100% of the share
          capital of CORE in a share swap transaction representing a valuation
          €18,000,000 for the net asset value of the IP included in the CORE
          business.

          Pursuant to the provisions in the Term Sheet, the Company will issue
          common stock for each share of CORE based on the closing price of the
          traded stocks of the Company with its ticker ARAT as of December 12,
          2022 and a valuation of CORE at €18,000,000. The common shares issued
          for the swap, shall have a trade lock-up period of 12 months from the
          date of issue.

          The Company shall commit to raising a minimum investment of €1,500,000
          in working capital for continuing operations, with a maximum of
          €750,000 to be used for the extinguishment of certain bridge loan
          liabilities at the time of the closing.

          The Company shall recruit executives to manage the business and
          administrative activities of Core Business Holdings. 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 Company and Core will prepare definitive agreements to be executed
          on or before February 28 2023

The foregoing description of the Letter of Intent, and Deal Terms does not purport to be complete and are qualified in their entirety by reference to the full text of the Letter of Intent and Deal Terms, which are 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*        BINDING LETTER OF INTENT AND DEAL TERMS

* Filed herewith

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