Item 1.01 Entry into a Material Definitive Agreement
On January 18, 2022, the Company, through its subsidiary, The Integrity Wellness
Group, Inc., ("Integrity Wellness") entered into a Joint Venture/Partnership
Agreement ("Agreement") with Medizone Bio, Inc., ("Medizone Bio") of Richmond
Hill, Ontario, Canada. The Agreement provides for a 50/50 partnership for the
production of biodegradable face masks, and medical supplies, such as personal
protective equipment (PPE) and COVID-19 testing materials. Under the Agreement,
Integrity Wellness is to provide an initial funding of $300,000 in financing for
Medizone Bio to manufacture the first Medizone Bio products purchase order. This
purchase order has a value of $1,200,000. The Company has borrowed the money for
this purpose as described below.
Integrity Wellness will provide the partnership with financing, marketing, sales
distribution in wholesale, retail and direct-to-consumer (e,g., QVC, HSN,
Amazon, etc.), financing for general working capital and purchase order
financing, while Medizone Bio provides the partnership with a series of purchase
orders. The net profits, if any, will be distributed between the partners in
equal proportions.
Integrity Wellness has issued a Promissory Note in the principal amount of
$300,000 to 7X Enterprises, Inc. ("7X") in exchange for 7X advancing $300,000 to
Integrity Wellness for the purchase order financing for the initial purchase
order of Medizone Bio. The Promissory Note bears interest at a rate of 10% per
annum and is due upon demand from the holder.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit
Partnership Agreement between The Integrity Wellness Group, Inc.
10.1 and Medizone Bio, Inc .
Promissory Note between The Integrity Wellness Group, Inc., and 7X
10.2 Enterprises, Inc .
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