What changed in this filing

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Item 1. Business

2023-03-10 compared with 2022-03-30 · 158 added, 119 removed, 0 unchanged (100% of the section changed)

are incorporated in the state of Nevada.

Prior to the consummation of the Merger as of December 31, 2020, as more specifically described

below, Joway Health Industries Group Inc.

(the “Company” or “Joway Health”), through its operating entities in

China, was engaged in the manufacture, distribution and sales of tourmaline-related healthcare products.

a result of the consummation of the Merger on December 31, 2020, we became a shell company and as of the date of this Annual Report,

we have no full time employees.

Starting from January 1, 2021, we no longer have any assets or any business operations.

The Report of

our independent registered public accountants on our financial statements for the year ended December 31, 2021 states that these conditions,

among others, raise substantial doubt about our ability to continue as a going concern.

November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International

Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited,

a British Virgin Islands company (“Parent”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned

subsidiary of Parent (“Merger Sub”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dynamic

Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Parent.

The special committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated

to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger,

the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are

held by the Company, were cancelled and extinguished in consideration for $119,070 in cash (the “Merger Consideration”).

The Company distributed the Merger Consideration to its shareholders (other than to Parent) in an amount equal to such shareholder’s

proportionate share of the Merger Consideration based on such shareholders’ percentage of the outstanding common stock of the Company.

In addition, the Company received a fairness opinion from an investment banker opining that the Merger Consideration was fair, from a

financial point of view, to the shareholders of the Company.

of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding

immediately which were held by the Company, were cancelled for $119,070 in cash as Merger Consideration, or $0.45 per share.

2021, the Company had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders,

other than Crystal Globe, which represented 2,646,000 shares of our common stock.

Since the remaining 17,408,000 shares of our common

stock was owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares was offset and Crystal Globe did not receive

any cash payment in connection with the Merger.

February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022

(the “Purchase Agreement”), by and among the Company, Crystal Globe and JHP Holdings, Inc., a Nevada corporation (the “Buyer”),

pursuant to which the Buyer purchased 16,644,820 shares of common stock of the Company from Crystal Globe.

The shares represent 83% of

the issued and outstanding shares of the Company on a fully diluted basis.

The purchase price for the shares paid by the Buyer was $100,000.

Pursuant to the Purchase Agreement, each of Crystal Globe, the Buyer and Company made customary representations and warranties to each

The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation

The Company and Crystal Globe also agreed to certain indemnification provisions as they pertain to the Buyer for breaches or

inaccuracies in their respective representations and warranties or covenants.

connection with the acquisition of the 83% by the Buyer, Jinghe Zhang, the sole officer and director of the Company, resigned and the

Buyer appointed Ramon Lata as the sole officer and director of the Company.

The executive officers of the Company are currently located

at 600 South 3 rd Street, Las Vegas, Nevada 89101.

Company Status

a result of the consummation of the Merger, as of December 31, 2020, the Company became a shell company, as that term is defined in Rule

12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”).

Going forward, our main business operations consist of

seeking a business combination with a private entity whose business would present an opportunity for its shareholders.

objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for

and enter into potential business opportunities or to reject any such opportunities.

will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may

acquire any type of business.

Further, we may acquire or combine with a venture that is in its preliminary or early stages of development,

one that is already in operation, or one that is in a more mature stage of its corporate existence.

Accordingly, business opportunities

may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation

and analysis of such business opportunities difficult and complex.

believe that there are numerous companies seeking the perceived benefits of a publicly registered corporation.

These benefits are commonly

thought to include the following:

ability to use registered securities to acquire assets or businesses;

visibility in the marketplace;

ease of borrowing from financial institutions;

stock trading efficiency

shareholder liquidity;

ease in subsequently raising capital;

to compensate key employees through stock options and other equity awards;

corporate image;

presence in the United States capital markets.

is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under

applicable federal and state securities laws.

In some circumstances, however, as a negotiated element of a transaction, we may agree

to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.

of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a

depressive effect on that market.

respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company

that the target company shareholders would acquire in exchange for all of their shareholdings in the target company.

Depending upon,

among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially

lesser percentage ownership interest in our company following any merger or acquisition.

The percentage ownership of our existing shareholders

may be subject to significant reduction in the event we acquire a target company with substantial assets.

Any merger or acquisition effected

by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

will participate in a business opportunity only after the negotiation and execution of appropriate agreements.

Although the terms of

such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto,

will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior

to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and

will include miscellaneous other terms.

is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,

attorneys and others.

If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in

the related investigation would not be recoverable.

Furthermore, even if an agreement is reached for the participation in a specific

business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity.

primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations,

small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources

In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared

to our competitors.

presently have no employees apart from Ramon Lata, our sole officer and director.

Lata is engaged in outside business activities

and anticipates that he will devote to our business limited time until the acquisition of a successful business opportunity has been

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow

for such employment.

In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.

to Security Holders

file annual, quarterly and current reports and other information with the SEC.

You may read and copy any reports, statement or other

information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.

call the SEC at (202) 551-8090 for further information on the public reference room.

These SEC filings are also available to the

public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.

Idaho Copper Corporation (formerly known as Joway

Health Industries Group Inc.) (the “ Company ” or “ Idaho Copper ”), incorporated in Nevada, was initially

engaged in the manufacture, distribution, and sales of tourmaline-related healthcare products through operating entities in China.

a result of the consummation of the transactions contemplated by the Merger Agreement (the “ Merger Agreement ”), dated

as of December 31, 2020, with Dynamic Elite International Limited, a British Virgin Islands company, Crystal Globe Limited, a British

Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin Islands company, the Company no longer had any assets or

business operations.

Accordingly, the Company became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934,

as amended (the “ Exchange Act ”).

On February 3, 2022, the Company consummated the

transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the “ Purchase Agreement ”),

by and among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation (“ JHP ”), pursuant to which

JHJP purchased 16,644,820 shares of common stock of the Company from Crystal Globe.

The shares represented 83% of the issued and outstanding

shares of the Company on a fully diluted basis.

The purchase price for the shares paid by JHP was $100,000.

Pursuant to the Purchase Agreement,

each of Crystal Globe, the JHP and the Company made customary representations and warranties to each other.

In connection with the acquisition

of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer

and director of the Company.

Change in Control

On January 23, 2023, the Company entered

into and consummated the transactions contemplated by a share exchange agreement (the “ Share Exchange Agreement ”)

by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ ICUMO ”), and all of the

shareholders of ICUMO (collectively, the “ ICUMO Shareholders ”).

Pursuant to the terms of the Share Exchange

Agreement, the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in

exchange for newly issued shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”).

As a result of this share

exchange (the “ Exchange ”), ICUMO became a wholly owned subsidiary of the Company.

ICUMO owns or controls the mining claims and rights

to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits.

Located in Boise County, Idaho, ICUMO was formed

to explore the geologic and environmental factors that will determine the future development plan of the CuMo Project.

A more detailed

description of ICUMO’s history and business is included in Item 2 below.

Pursuant to the terms of the Share Exchange Agreement,

each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into the right to receive the number of shares of

Common Stock (the “ Exchange Shares ”) equal to an exchange ratio of 1.34 (the “ Exchange Ratio ”).

As a result of the Exchange, a change in control

of the Company has occurred with the ICUMO Shareholders now owning 90.1% of the issued and outstanding shares of Common Stock.

after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common Stock, held as follows:

The stockholders of the Company prior to the Exchange now hold 20,054,000 shares of issued and outstanding Common Stock;

The ICUMO Shareholders now hold 182,240,000 shares of issued and outstanding Common Stock.

Pursuant to the terms of the Share Exchange Agreement,

on January 23, 2023 at the closing of the Exchange (the “ Closing ”) the Company assumed:

(i) all ICUMO’s obligations

for the options, whether or not vested, granted to key management personnel pursuant to certain incentive stock option agreements (the

“ Incentive Stock Options ”), and any vested options are now exercisable to purchase shares of Common Stock at an exercise

price of $0.125 until December 31, 2027;

and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO

common stock (the “ 2021 Warrants ”), which warrants are now exercisable to purchase shares of Common Stock, at an exercise

price of $0.15, until May 11, 2027.

These assumed Incentive Stock Options and 2021 Warrants have the same terms and conditions set forth

in their respective agreements immediately prior to the Exchange, except that (i) such options and warrants will be exercisable for that

number of shares of Common Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants, immediately

prior to the Closing and as adjusted by the Exchange Ratio, and (ii) the initial exercise price per share shall remain as the initial

exercise price per share in effect for that option or warrant immediately prior to the Closing.

With respect to these Incentive Stock

Options and 2021 Warrants, the Company assumed, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate

of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.

At the Closing, Ramon Lata, the sole officer and

director of the Company, resigned from all his offices and from the Board of Directors of the Company (the “ Board ”).

In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun Dykes, and Andrew Brodkey, and the following

four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert Scannell as Chief Financial Officer, Andrew

Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.

Private Placement by ICUMO

Prior to entering into the Share Exchange Agreement,

from December 2022 to January 9, 2023, ICUMO conducted a private placement offering whereby it issued and sold convertible secured promissory

notes in the total amount of $898,000 with a conversion price of $0.10 (the “ Notes ”) and 8,980,000 warrants to purchase

ICUMO common stock, with an exercise price of $0.15 (the “ 2023 Warrants ”).

As a condition to entering into the Share

Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued

by the Company on substantially comparable terms and conditions.

Such replacement notes and warrants were issued by the Company to the

holders of the Notes and 2023 Warrants on January 23, 2023 (the “ Replacement Notes and Warrants ”).

After applying the

Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory notes in the principal amount of

$898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333

warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share.

Principal on the Notes is due and payable

on July 23, 2025.

The warrants expire January 9, 2028.

The Replacement Notes and Warrants are secured

by a first priority lien on all of the assets and mining claims of the Company, other than certain patented lode mining claims that represent

approximately 7.3% of the CuMo Project.

The Company continues to be a “smaller reporting

company,” as defined under the Exchange Act, however, as a result of the Exchange, the Company has ceased to be a “shell company”.

In connection with the Exchange, the Company entered

into lock-up and leak-out agreements (“ Lock-Up Agreements ”) with (i) certain majority shareholders of ICUMO, (ii) the

holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior to the Exchange;

and (iv) certain service

providers who will receive shares of Common Stock as payment for services rendered in connection with the Share Exchange Agreement.

Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise of any Incentive Stock Options or 2021

Warrants, and all shares of Common Stock issued to such service providers (the “ Covered Securities ”).

The Lock-up Agreements

provide that the Covered Securities are subject to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the

Company up-listing to a national securities exchange, and (ii) termination upon certain corporate events and transactions, and also provide

for certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement.

the end of the lock-up period, the Covered Securities are subject to a one-year leak-out restriction for public resales of five percent

of the trailing ten (10) day average trading volume of the Common Stock.

The Company may waive these restrictions.

In connection with the transactions contemplated

by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts owed to a third-party service provider to

JHP, the former controlling stockholder of the Company.

Pursuant to the terms of this Debt Assignment and Release Agreement, JHP Holdings,

assumed all the outstanding debts of the Company as of January 23, 2023.

On February 7, 2023, the Board and the holder

of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s voting equity, approved by written consent,

in accordance with the applicable provisions of Nevada law, the execution and filing of a Certificate of Amendment to the Articles of

Incorporation of the Company (the “ Amendment ”) with the Nevada Secretary of State, to effect the change of the Company’s

name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”.

On March 9, 2023, the Company filed

the Amendment with the Nevada Secretary of State, with immediate effect.

Available Information

We file annual, quarterly, and current reports

and other information with the SEC.

You may read and copy any reports, statement or other information that we file with the SEC at the

SEC’s public reference room at 100 F Street, N.E., Washington, D.C.

Please call the SEC at (202) 551-8090 for further

information on the public reference room.

These SEC filings are also available to the public from commercial document retrieval services

and at the Internet site maintained by the SEC at http://www.sec.gov.

Although the Company does not have a dedicated

website, information about the CuMo Project can be found on the website of the Company’s majority shareholder https://cumoco.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “ Report ”)

for the Company, contains forward-looking statements, including, without limitation, in the sections captioned “Business and Properties,”

“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

and elsewhere.

Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking

Terms such as “may,” “might,” “would,” “should,” “could,” “project,”

“estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,”

“attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,”

“expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended

to identify forward-looking statements.

Not all forward-looking statements, however, may contain one or more of these identifying terms.

Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management

for future operations, (ii) a projection of income, earnings per share, capital expenditures, dividends, capital structure or other financial

items, (iii) the Company’s future financial performance, including any such statement contained in a discussion and analysis of

financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and

Exchange Commission (the “ SEC ”) and (iv) the assumptions underlying or relating thereto.

The forward-looking statements are neither historical

facts nor assurances of future performance and are not meant to predict or guarantee actual results, performance, events, or circumstances.

Instead, they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances

that are difficult to predict and many of which are outside of the Company’s control.

Actual results, the timing of certain events

and circumstances, and financial condition may differ materially from those indicated by the forward-looking statements as a result of

these risks and uncertainties.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and

uncertainties related to them.

Any forward-looking statement made by the Company in this Report is based only on information currently

available to the Company and speaks only as of the date on which it is made.

The Company undertakes no obligation to publicly update any

forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future

developments or otherwise.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business