UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~August 1727, ~~2023~~2024

INTEGRATED VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55681

82-1725385

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

73 Buck Road, Suite 2, Huntingdon Valley, PA		19006
18385 Route 287, Tioga, PA		16946
(Address of principal executive offices)		(Zip Code)

(215) 613-~~1111~~9898

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.~~03.~~01 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

OnAcquisition ~~April 17, 2023, Integrated Ventures, Inc. (the “Company”) received from the Secretary~~ of ~~State~~Healthy of the State of Nevada the filed Certificate of Change Pursuant to NRS 78.209 , which effected a 1-for-125 reverse stock split (the “Reverse Stock Split”) and reduction in the number of shares of Common Stock that the Company is authorized to issue at the same ratio, with such number of authorized shares of Common Stock reduced from 750 million to 6 million (the “Certificate of Change”).Lifestyle

~~The~~On ~~Company~~August ~~subsequently~~29, ~~filed~~2024, aIntegrated ~~Certificate~~Ventures, ofInc. ~~Correction~~ (the “~~Certificate~~Company”), ofthrough ~~Correction~~MedWell Direct, LLC (“Medwell”), toa ~~the~~Nevada ~~Certificate~~limited liability company and a wholly-owned subsidiary of ~~Change~~the toCompany, ~~correct~~consummated anits ~~inaccurate~~acquisition ~~reference~~of to51% of the ~~change~~membership ininterests (the ~~number~~“Membership Interests”) of ~~shares~~Healthy ofLifestyle ~~Series~~USA ALLC, ~~Preferred~~a ~~Stock~~Florida ~~and~~limited ~~Series~~liability Bcompany ~~Preferred~~(“Healthy ~~Stock~~Lifestyle”), ~~when~~pursuant ~~only~~to ~~the~~execution ~~number~~and delivery of ~~shares~~that certain membership interest purchase agreement, dated as of ~~Common~~August ~~Stock~~14, ~~was~~2024 to(the be“Purchase ~~changed~~Agreement”), ~~pursuant~~between toMedwell, Healthy Lifestyle, and the ~~Certificate~~members (the “Selling Members”) of ~~Change.~~Healthy Lifestyle.

The ~~Financial~~purchase ~~Industry~~price ~~Regulatory~~for ~~Authority~~the Membership Interests was $350,000, consisting of $250,000 in cash (~~FINRA~~the “Cash Payment”) ~~has~~and ~~effected~~97,087 shares of the ~~Reverse~~Company’s ~~Stock~~common ~~Split~~stock in(the “Purchase Shares”) with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company’s common stock on the OTCQB marketplace on ~~April~~August 2128, ~~2023~~2024, the date immediately preceding the closing date. The Selling Members are also entitled to a potential post-closing earn-out payment based on Healthy Lifestyle’s financial performance.

~~The~~Pursuant ~~foregoing~~to ~~descriptions of~~ the ~~Certificate~~Purchase ofAgreement, ~~Change~~Medwell ~~and~~shall ~~Certificate~~facilitate of(i) ~~Correction~~an dooperating ~~not~~loan ~~purport~~for toHealthy beLifestyle ~~complete and are qualified~~ in ~~their entirety by reference to~~ the ~~full~~aggregate ~~texts~~amount of ~~such documents~~$182,000 ~~which~~for ~~are~~working ~~filed~~capital asand ~~Exhibit~~(ii) ~~3.1~~an ~~and~~advertising ~~3.2,~~credit ~~respectively,~~line tofor ~~this~~Healthy ~~Current~~Lifestyle ~~Report~~up onto ~~Form~~$300,000 ~~8-K~~on ~~and~~commercially ~~incorporated~~reasonable byterms ~~reference~~for ~~herein~~advertising expenses.

~~Item.~~Promissory ~~8.01 Other Items~~Note

~~Item~~Effective 5August 27, 2024, Healthy Lifestyle made a promissory note in favor of Medwell (the “Note”) in the principal amount of $182,000, for working capital purposes, with such principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii) $60,000 15 days after such effective date of the Note and (iii)$80,000 45 days after such effective date of the Note.03 The Note shall not bear any interest, and the repayment of the principal amount is ~~hereby~~due ~~incorporated~~on byor ~~reference~~before the six-month anniversary of the Note.

~~Effective~~Line ~~April 21, 2023, as a result~~ of ~~the~~Credit Reverse Stock Split, each 125 shares of the Company’s common stock outstanding automatically converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Instead, any fractional share resulting from the Reverse Split will be rounded up to ~~the~~Healthy ~~next largest whole share.~~Lifestyle

~~The~~On ~~Company’s~~August ~~shares~~27, ~~will~~2024, ~~continue~~Medwell toentered ~~trade~~into ona ~~the~~line ~~OTC~~of ~~Marketplace~~credit ~~under~~agreement (the ~~symbol~~ “~~INTV~~Line of Credit Agreement”) with ~~the~~Healthy ~~letter~~Lifestyle whereby Medwell agreed to loan Healthy Lifestyle $100,000 to be used exclusively for pay-per-click advertising (“DPPC”). ~~added~~Pursuant to the ~~end~~Line of Credit Agreement, if Healthy Lifestyle repays the ~~trading~~$100,000 ~~symbol~~loan ~~for~~amount and achieves a ~~period~~certain cost to acquire a customer (“CPA”) of 20$225 ~~trading~~(not ~~days~~including marketing admin fees/commissions), Medwell shall lend Healthy Lifestyle $200,000 to ~~indicate~~be ~~that~~used exclusively for PPC, and if Healthy Lifestyle repays the ~~Reverse~~$200,000 ~~Stock~~loan ~~Split~~amount ~~has~~and ~~occurred~~achieves a CPA of $225, Medwell shall lend Healthy Lifestyle $300,000 to be used exclusively for PPC. Such $100,000 initial funding was made on August 27, 2024.

The ~~Reverse~~principal ~~Stock~~amount ~~Split~~of ~~has~~the noloan ~~impact~~bears oninterest ~~shareholders’~~at ~~proportionate~~0.00% ~~equity~~per ~~interests~~annum. orThe ~~voting~~principal ~~rights~~amount inof the ~~Company~~loan orshall ~~the~~be ~~par~~due ~~value~~and ofpayable in full on or before the ~~Company’s~~six ~~common~~(6) ~~stock,~~month ~~which~~anniversary ~~remains~~of ~~unchanged~~August 26, 2024.

~~Item~~The 9preceding descriptions of the Purchase Agreement, the Note, and the Line of Credit Agreement are provided for summary purposes only and are qualified in their entirety by reference to such agreements, copies of which are filed, respectively, as Exhibit 10.011, Exhibit 4.1 ~~Financial~~and ~~Statements~~Exhibit 4.2 to this Current Report on Form 8-K and are ~~Exhibits~~incorporated herein by reference.

~~(d) Exhibits~~2

Exhibit No.		Description
Exhibit 3.1		Certificate of Change Pursuant to NRS 78.209
Exhibit 3.2		Certificate of Correction to the Certificate of Change
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Item 2.01 Completion of Acquisition or Disposition of Assets.

2Acquisition of Healthy Lifestyle

~~SIGNATURES~~The information contained in Item 1.01 of this Current Report about the Company’s acquisition of 51% of the membership interests of Healthy Lifestyle is incorporated by reference herein.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	Integrated Ventures, Inc.
Dated: April 21, 2023	By:	/s/ Steve Rubakh
	Name:	Steve Rubakh
	Title:	Chief Executive Officer

(d) Exhibits.

Exhibit No.		Description
4.1		Promissory Note issued by Medwell Direct LLC to Healthy Lifestyle USA LLC
4.2		Line of Credit Agreement between MedWell Direct, LLC and Healthy Lifestyle USA LLC
10.1		Membership Interest Purchase Agreement between MedWell Direct, LLC, Healthy Lifestyle USA LLC, and the Selling Members
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Integrated Ventures, Inc.

Dated: September 3, 2024	By:	/s/ Steve Rubakh
	Name:	Steve Rubakh
	Title:	Chief Executive Officer

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