What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2023-03-10 compared with 2022-03-30 · 73 added, 172 removed, 81 unchanged (75% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion should be read in conjunction with our financial

statements and notes to those financial statements, included elsewhere in this prospectus.

This discussion contains forward-looking statements

that involve risks and uncertainties.

Our actual results and the timing of selected events could differ materially from those anticipated

in these forward-looking statements as a result of various factors, including those set forth under “Risk factors” and elsewhere

following discussion should be read in conjunction with our financial statements and notes to those financial statements, included elsewhere

in this prospectus.

This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results and

the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various

factors, including those set forth under “Risk factors” and elsewhere in this prospectus.

FORWARD-LOOKING

15 unchanged sentences

significantly from those discussed in the forward-looking statements.

a result of the Merger, we are now seeking a business combination with a private entity whose business would present an opportunity for

our shareholders.

No specific assets or businesses have been definitively identified and there is no certainty that any such assets or

business will be identified or that any transactions will be consummated.

We may seek investors to purchase our stock to provide us with

working capital to fund our operations.

Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised

either via the issuance of shares or debt.

There can be no assurance that additional capital will be available to us at all or on acceptable

We may seek to raise the required capital by other means.

We may have to issue debt or equity or enter into a strategic arrangement

with a third party.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans,

lines of credit or any other sources.

Since we have no such arrangements or plans currently in effect, our inability to raise funds will

have a severe negative impact on our ability to remain a viable company.

do not expect to generate any revenues over the next 12 months, unless we are able to enter into a business combination with an operating

Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage

in a business combination with a private entity whose business presents an opportunity for our shareholders.

During the next 12 months

we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary,

to be loaned by or invested in us by our stockholders, management or other investors.

intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities.

Our management team will select and hire these contractors and manage and evaluate their work performance.

have no revenues and limited cash on hand.

We have sustained losses since inception.

We have never declared bankruptcy, been in receivership,

or involved in any kind of legal proceeding.

of January 1, 2021, we become a shell company and have limited operating activities since then.

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.

Overview and Recent Developments

a result of the Exchange, which was consummated January 23, 2023, we are no longer a shell company.

However, for the fiscal year ended

as of December 31, 2022, we were a shell company and did not generate any revenues.

Report of our independent registered public accountants on our financial statements for the year ended December 31, 2022 states that

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

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 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.

of Operations

1 unchanged sentence

During the years ended December 31, 2022 and 2021, we did not realize any revenues from operations.

For the year ended December 31, 2021, our total operating expenses was $121,788, decreased by $100,819, or 45%,

from $222,607 for the year ended December 31, 2020.

This decrease was mainly due to disposal of operations in 2020 and

becoming a shell company since January 1, 2021.

from operations.

As a result of the foregoing, our loss from operations was $121,788 for the year ended December 31, 2021, compared

to $222,607 for the year ended December 31, 2020.

This was mainly due to the less operating activities since January 1, 2021.

a shell company after we disposed all of our operating entities in 2020.

Our income tax expenses did not incur for the years ended December 31, 2021 and 2020.

Operating expenses.

For the year ended

December 31, 2022, our total operating expenses were $74,708, a decrease by $47,080, or 39%, from $121,788 for the year ended December

This decrease was mainly due to reduction from the professional fees related to legal services.

For the year ended December

31, 2021, our total operating expenses were $121,788, decreased by $100,819, or 45%, from $222,607 for the year ended December 31, 2020.

This decrease was mainly due to disposal of operations in 2020 and becoming a shell company as of January 1, 2021.

Loss from operations.

of the foregoing, our loss from operations was $74,708 for the year ended December 31, 2022, compared to $121,788 for the year ended December

This decrease was mainly due to reduction from the professional fees related to legal services.

We did not incur income tax expenses for the years ended December 31, 2022 and 2021.

For the year ended December 31, 2022, our net loss was $74,708 compared to $121,788 for the year ended December 31, 2021.

The increased loss was primarily due to the increased operating expenses.

The decreased loss was primarily due to the decreased operating expenses.

and Capital Resources

2 unchanged sentences

that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the

date, we have managed to keep our monthly cash flow requirement low for two reasons.

First, our sole officer does not draw a salary at

Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by our

sole officer and director.

fiscal year ended December 31, 2022, we kept our monthly cash flow requirement low for two reasons.

First, our sole officer did not draw

Second, we were able to keep our operating expenses to a minimum by operating in space provided at no expense by our sole officer

and director.

currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that

3 unchanged sentences

We have not yet generated any revenue and have incurred losses to date of approximately

$7.4 million.

In addition, our current liabilities exceed our current assets by $177,761.

These factors raise substantial doubt about

our ability to continue operating as a going concern.

Our ability to continue our operations as a going concern, realize the carrying

value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient

These factors raise substantial doubt about our

ability to continue operating as a going concern.

Our ability to continue our operations as a going concern, realize the carrying value

of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient

to fund our commitments and ongoing losses, and ultimately generate profitable operations.

the year ended December 31, 2022, net cash used in operating activities was $0 and related to our net loss from continuing operations

of $74,708, offset by an increase in other payables of $74,708.

the year ended December 31, 2021, net cash used in operating activities was $70,079, related to our net loss of $121,788, reduced by

an increase in other payables of $51,709.

the year ended December 31, 2020, net cash used in operating activities was $564,761, related to our net loss from continuing operations

of $222,859 and a cash outflow from our discontinued operations of $382,246, increased by a prepaid legal expense of $15,000 and an increase

in other payables of $25,344.

the year ended December 31, 2021, we reported cash inflow of $119,070 from investing activities due to disposal of our operating subsidiaries.

For the year ended December 31, 2020, we had $79,446 cash outflow from our investing activities from our discontinued operations.

the year ended December 31, 2021, we reported a cash outflow of $48,991 from our financing activities which was mainly due to distribution

of $119,070 as a special dividend to our minority shareholders and a financial support of $70,079 received from our related party.

the year ended December 31, 2020, we had $607,077 cash inflow from our financing activities which include $182,515 financial support

received from our related party and $424,562 cash inflow from our discontinued operations.

Accounting Pronouncements

a description of our recent accounting pronouncements, see “Note 2 - Summary of Significant Accounting Policies” of this

Annual Report on Form 10-K.

the year ended December 31, 2022, we reported no cash provided by our investing activities.

For the year ended December 31, 2021, we

reported cash inflow of $119,070 from investing activities due to disposal of our operating subsidiaries.

the year ended December 31, 2022, we had no cash inflow from our financing activities.

For the year ended December 31, 2021, we reported

a cash outflow of $48,991 from our financing activities which was mainly due to distribution of $119,070 as a special dividend to our

minority shareholders and a financial support of $70,079 received from our related party.

Accounting Policies

16 unchanged sentences

liabilities exceed its current assets by $177,761.

To date, the Company has primarily funded its operations through advances from former

stockholders, the sale of Common Stock and the loan from Hometown.

The Company intends on financing its future development activities

and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing

sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors raise substantial doubt about the Company’s ability to continue operating as a going concern.

The Company’s

ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the

normal course of business is dependent upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately

generate profitable operations.

Issued Accounting Pronouncements

time to time, new accounting pronouncements are issued that we adopt as of the specified effective date.

We believe that the impact of

recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

Sheet Arrangements

have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

resources that are material to our stockholders.

The Company intends on financing its future development activities and its working

capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources,

including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors

raise substantial doubt about the Company’s ability to continue operating as a going concern.

The Company’s ability to continue

our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business

is dependent upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this

17 unchanged sentences

recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Accounting Policies

Management’s discussion and analysis of its financial condition

and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally

accepted in the United States.

Our financial statements reflect the selection and application of accounting policies which require management

to make significant estimates and judgments.

Management bases its estimates on historical experience and on various other assumptions

that are believed to be reasonable under the circumstances.

results may differ from these estimates under different assumptions or conditions.

We believe that the following reflect the more critical

accounting policies that currently affect our financial condition and results of operations.

of Consolidation

The accompanying financial statements include

Joway Health and its wholly owned subsidiaries and controlled VIEs for the periods prior to the consummation of the Merger as of December

All significant inter-company accounts and transactions have been eliminated in the consolidation.

Pursuant to Accounting Standards Codification Topic 810 “Consolidation”

(“ASC 810”), the Company is required to include the financial statements of its variable interest entities (“VIEs”)

in its financial statements.

ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk

of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which a company,

through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore

the company is the primary beneficiary of the entity.

on the various Contractual Agreements prior to the consummation of the Merger as of December 31, 2020, we believe we are able to exercise

control over the VIEs, and to obtain the full economic benefits.

We believe that the terms of the exclusive option agreement are currently

exercisable and legally enforceable under PRC laws and regulations.

We also believe that the minimum amount of consideration permitted

by the applicable PRC law to exercise the option does not represent a financial barrier or disincentive for us to exercise our rights

under the exclusive option agreement.

A simple majority vote of our board of directors is required to pass a resolution to exercise our

rights under the exclusive option agreement, for which consent of the shareholder of VIEs is not required.

Therefore, we believe this

gives us the power to direct the activities that most significantly impact VIEs’ economic performance.

We believe that our ability

to exercise effective control, together with the consulting service agreements and the equity pledge agreements, give us the rights to

receive substantially all of the economic benefits from VIEs in consideration for the services provided by its wholly owned subsidiaries

Accordingly, as the primary beneficiary of VIEs and in accordance with U.S.

GAAP, Joway Shengshi, Joway Technology, Joway Decoration,

and Shengtang Trading, as VIEs of Junhe Consulting, has been consolidated in the Company’s financial statements.

Sales from Joway

Shengshi, Joway Technology, Joway Decoration, and Shengtang Trading are included in our total sales, their incomes or losses from operations

are consolidated with ours, and our net income or loss includes net income or loss from Joway Shengshi, Joway Technology, Joway Decoration,

and Shengtang Trading.

incurred net loss of approximately $122,000 for the year ended December 31, 2021.

We had accumulated deficit of approximately $7.4 million

We incurred net losses of approximately $74,708

for the year ended December 31, 2022.

We had an accumulated deficit of approximately $7,430,676 and working capital deficiency of $177,761

as of December 31, 2022.

2 unchanged sentences

or external financing.

We believe our sole officer and director will provide the additional cash to meet with our obligations as they

While we believe in the viability of its strategy to increase sales volume and in its ability to raise additional funds,

there can be neither no assurances to that effect, nor no assurance that we will be successful in securing sufficient funds to sustain

the operations.

conditions raise substantial doubt about our ability to continue as a going concern.

These financial statements do not include any adjustments

to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities

that may result from the outcome of these uncertainties.

We believe that the actions presently being taken to obtain additional funding

and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

There can be neither no assurances to that effect, nor no assurance that we will be successful in securing sufficient

funds to sustain the operations.

These financial statements do not include any

adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications

of liabilities that may result from the outcome of these uncertainties.

We believe that the actions presently being taken to obtain additional

funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

Company recognizes revenue when control of promised goods or services is transferred to the company’s customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Prior to the Merger Agreement as of December 31, 2020, with respect

to sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes

revenue upon shipment to the customer.

Sales prices are based on fixed price lists that are different depending on whether the price list

is for franchisee customers or for non-franchisee customers.

Sales, value add and other taxes collected concurrent with revenue-producing

activities are excluded from revenue.

the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2021.

to the Merger Agreement as of December 31, 2020, with respect to sales of product to both franchisee and non-franchisee customers, the

Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer.

Sales prices are based on fixed

price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers.

value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2022 or

December 31, 2021.

Accounting Pronouncements

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general

principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

Company adopted the standard in 2021.

Adoption of the standard did not have a significant impact on the Company’s statement of

earnings in 2021.

Other accounting standards that have been issued

or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a

material impact on the Company’s financial statements upon adoption.

No accounting standards that have been issued

or proposed by the FASB or other standards-setting bodies that require adoption until a future date are expected to have a material impact

on the Company’s financial statements upon adoption.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

audited financial statements of Joway Health Industries Group Inc.

as of December 31, 2021 and 2020 are appended to this Annual Report

beginning on page F-1.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 7. Management’s Discussion and Analysis