Item 1.02 Termination of a Material Definitive Agreement.

On April 13, 2020, the Company entered into a second Amended Agreement and Plan of Share Exchange Agreement (the "Merger") with Florida Beauty Express, Inc., Florida Beauty Flora, Inc., Floral Logistics of Miami, Inc., Floral Logistics of California, Inc., Tempest Transportation Inc., (the "Companies"). Pursuant to the Merger, the Companies became wholly owned subsidiaries of the Company and the Company has been unable to complete an audit of its financial statements for the periods prior to its acquisition of the Companies.

On November 17, 2022, the Board of Directors of the Company, by unanimous written consent in lieu of meeting, agreed to enter into a Share Exchange Agreement, whereby the Company agreed to exchange 100% of the outstanding stock of FLORIDA BEAUTY EXPRESS INC., a Florida corporation, FLORIDA BEAUTY FLORA, INC., a Florida corporation, FLORAL LOGISTICS OF MIAMI, INC., a Florida corporation, FLORAL LOGISTICS OF CALIFORNIA, INC., a California corporation, and TEMPEST TRANSPORTATION, INC., a Florida corporation (collectively the "Flora Companies") for the number of common and preferred shares of the Company as follows:

Issuer Shares returned to the Company:





Preferred        355,000
Common        19,510,501



Flora Companies shares to be Issued:

Florida Beauty Flora, Inc.                     100
Florida Beauty Express, Inc.             1,000,000
Tempest Transportation, Inc.                 1,000

Floral Logistics of California, Inc. 1,500 Floral Logistics of Florida, Inc.

            1,000


Item 2.01 Completion of Acquisition or Disposition of Assets.

The information regarding disposition of assets of the Company in connection with the Share Exchange set forth in Item 1.02, "Termination of a Material Definitive Agreement" is incorporated herein by reference.

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

Effective with the closing of the Share Exchange, Ron Minsky was appointed as CEO and a director of the Company and Ronen Koubi resigned his position as CEO and director of the Company.

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