Ok so the engine RUNS good now i got the distributor checked and I only had 8 degrees of advance. after some fiddling and grinding I have 23 degrees that starts at1500 rpm and is all in at 2800 rpm with 15 degrees of vac advance.

BUT it still over-heated (light came on)

Before it over heated I let it warm up with the cap off and I could see the water coming out of the radiator coil when the thermostat opened.

next step I am going to remove the electric fans and install a 7 blade mechanical fan close to the radiator. the only problem is I dont have a schroud. but I think with a 7 blade it should cool.