What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-30 · 809 added, 669 removed, 214 unchanged (87% of the section changed)

1 unchanged sentence

Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange

Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms

and that such information is accumulated and communicated to our senior management, consisting of Ramon Lata, President, Treasurer

and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding

maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that

are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information

is accumulated and communicated to our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal

Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), as appropriate to allow timely decisions regarding

required disclosure.

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Ramon Lata, President,

Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer) of the effectiveness of the design and operation

of our disclosure controls and procedures as of December 31, 2021.

Based on the evaluation of these disclosure controls and procedures,

and in light of the material weaknesses found in our internal controls over financial reporting, Mr.

Ramon Lata, President, Treasurer

and Secretary (Principal Executive Officer and Principal Financial Officer) concluded that our disclosure controls and procedures were

not effective.

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Steven Rudofsky,

President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer),

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based on the evaluation

of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting,

our senior management concluded that our disclosure controls and procedures were not effective.

Report on Internal Control Over Financial Reporting

27 unchanged sentences

reduce, though not eliminate, this risk.

of December 31, 2021, our management, consisting solely of Ramon Lata, President, Treasurer and Secretary (Principal Executive Officer

and Principal Financial Officer), assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments.

on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective

to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in

the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may

be considered to be material weaknesses.

of December 31, 2022, management consisted solely of Ramon Lata, President, Treasurer and Secretary (Principal Executive Officer and

Principal Financial Officer).

Current management assessed the effectiveness of our internal control over financial reporting based on

the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by

the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”) in 2013 and SEC guidance on conducting

such assessments.

Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures

were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies

that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls

and that may be considered to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the

5 unchanged sentences

and (3) ineffective controls over period end financial disclosure and reporting

The aforementioned material weaknesses were identified by Mr.

Lata, President, Treasurer and Secretary (Principal Executive

Officer and Principal Financial Officer) in connection with the review of our financial statements as of December 31, 2021.

The aforementioned material weaknesses were identified by Steven Rudofsky, President and Chief Executive Officer (Principal

Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer) in connection with the review of our financial statements

as of December 31, 2022.

believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.

12 unchanged sentences

remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.

anticipate that these initiatives will be implemented in conjunction with the acquisition of a business.

in Internal Control over Financial Reporting

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 new sole officer and director of the Company.

The executive officers of the Company are currently located

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

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION.

2 unchanged sentences

Board of Directors

Board of Directors is presently composed of one member, Ramon Lata, who was appointed effective as of February 3, 2022.

also appointed as the President, Treasurer and Secretary of the Company.

December 2021, Ramon Lata has been a vice president at Wilhelmina International, a model and talent agency.

Lata was a vice president

at Factor Chosen LLC from April 2015 until September 2017, when it was acquired by MP Management.

From September 2017 until November

are the names of and certain information regarding the Company’s current executive officers and directors who were appointed effective

as of January 23, 2023:

OF APPOINTMENT

Executive Officer and President

Chief Financial Officer, and Treasurer

Chief Operating Officer, and Secretary

Vice President - Exploration

are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders,

or their resignation.

Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until

the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.

The directors must

be present at the meeting to constitute a quorum.

Any action required or permitted to be taken by the Board may be taken without a meeting

if all members of the Board individually or collectively consent in writing to the action.

officers are appointed by the Board and serve at its pleasure.

principal occupation and business experience during the past five years for the Company’s executive officers and directors is as

biographies of the individuals appointed as directors and officers as discussed above follow:

Rudofsky, age 60, has been CEO of ICUMO since January 2022.

He has been working in upstream and midstream natural resources for over

After beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd,

Credit Agricole Investment Bank and Alfa Group of Russia.

He is the founder of Talex Commodities, which works with private equity and

debt providers, including family offices, to implement innovative financing for the junior mining and oil & gas sectors, including

streaming, convertible debt, and royalties.

He holds a Bachelor of Arts degree from Clark University and a Juris Doctor degree from Emory

University School of Law.

Brodkey, age 66, has been the COO of ICUMO since January 2022.

He has more than 30 years of experience working with public companies

in the mining and metals sector, including roles as VP, General Counsel at Magma Copper;

VP of Business Development at BHP Copper;

of Pan American Lithium/First Potash Corp;

CEO of Zoro Mining Corp;

and CEO of Pacific Copper Corp.

He was also the Managing Director

of the International Mining Group at CB Richard Ellis, where he represented a number of major mining companies in the valuation, marketing

and sales of mining projects.

He currently acts as a Principal with both Critical Metals Ventures, LLC and Energy Metals Discovery Group

LLC, private enterprises dedicated to finding and incubating early-stage copper, lithium, cobalt, vanadium, and titanium projects.

received a Bachelor of Science degree (with distinction) in Mining Engineering from the University of Arizona, and a Juris Doctor degree

(cum laude) from Creighton University.

Scannell, age 64, has been the Chief Financial Officer of ICUMO since January 2022.

Since 2015 he has been the Managing Partner of Feehan

Partners, LP, a private family office.

Previously he spent nine years at Merrill Lynch & Co.

as a Vice President of Institutional

Fixed-Income Sales.

Thereafter, he founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed numerous funds investing

in emerging markets, natural resources, and distressed assets.

Scannell holds a Bachelor of Arts degree and Master of Business Administration

degree from Penn State University, a Master of Science degree from the University of Washington, a Juris Doctor degree from Purdue University,

and has been a Chartered Financial Analyst since 1993.

Dykes, age 70, has been Vice President - Exploration of ICUMO since January 2022.

He has been instrumental in the development of the

Idaho Copper project, acting as CEO of a predecessor company and as a champion of the project since 1994.

He has over 35 years of experience

in the management, exploration, and analysis of mineral properties, and has been directly involved in, or responsible for, the discovery

of numerous mineral deposits, five of which have been placed into commercial production.

Previously, Mr.

Dykes spent 15 years as a project

geologist with Westmin Resources Ltd., where he managed a variety of early-stage and pre-production projects.

He also played a major

role in the discovery and development of the Premier open pit deposit (at one time North America's largest gold mine), which required

analysis and computerization of an extensive historical database.

Dykes is also the founder of Geologic Systems Ltd, which supplies

geological expertise to the mining and exploration community.

He holds a Bachelor of Science in Geology and a Master of Science degree

in Geological Engineering from Queen's University.

Moeller, age 76, has served as a director of ICUMO since 2013.

He is an environmental engineer with broad experience in the permitting,

development, and regulatory infrastructure of mining projects in Idaho.

Since 2010 Dr.

Moeller has represented the Idaho Copper project

before state, local, and federal agency officials, and has led the project's highly visible environmental assessment process.

he managed water quality and hazardous materials programs at the Idaho Department of Environmental Quality and was awarded an EPA Bronze

Medal for his work with hazardous waste and pollution prevention programs.

Later in his career he was a Principal at Forsgren Associates,

a civil and environmental engineering firm in the western US and served on the board of directors for the Idaho Conservation league.

Moeller earned a PhD in Water Quality/Limnology from Idaho State University, and both a Master of Science (MS) degree in Zoology/Water

Quality and a Bachelor of Science in Electrical Engineering in from the University of Kentucky.

From 2005-2017 he was on the Adjunct

Faculty at Boise State University, where he taught Water Quality Management.

the fiscal year ended December 31, 2022 and until the consummation of the Exchange on January 23, 2023, the Board of Directors was composed

of one member, Ramon Lata, who was appointed effective as of February 3, 2022.

Lata was also appointed as the President, Treasurer

and Secretary of the Company.

Since December 2021, Ramon Lata has been a vice president at Wilhelmina International, a model and talent

Lata was a vice president at Factor Chosen LLC from April 2015 until September 2017, when it was acquired by MP Management.

From September 2017 until November 2019, Mr.

Lata was a vice president at Select Model LA., until it was acquired by MP Management.

directors hold their position until the next annual meeting of shareholders and until their successors are elected and qualified by our

shareholders, or until earlier death, retirement, resignation or removal.

in Certain Legal Proceedings

19 unchanged sentences

include our Chief Financial Officer, Treasurer and Chief Accounting Officer.

This Code embodies our commitment to conduct business in

accordance with the highest ethical standards and applicable laws, rules and regulations.

We will provide any person a copy of our Code

of Ethics, without charge, upon written request to the Company’s Secretary.

Requests should be addressed in writing to Joway Health

Group Industries Group Inc., attn:

Ramon Lata, 600 South 3 rd Street, Las Vegas, Nevada 89101.

Executive Officers

Lata, who was appointed effective as of February 3, 2022, is our sole officer.

On January 23, 2023, in connection with the Exchange, the

Board adopted a revised and restated Code of Ethics, applicable to all officers and directors.

This Code of Ethics embodies the Company’s

commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.

Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.

full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC

and other public communications made by the Company.

The Code of Ethics addresses the following areas:

and Ethical Conduct

and Proper Use of Company Assets

Opportunities

Confidentiality

and Enforcement

This Code embodies our commitment to conduct business in accordance

with the highest ethical standards and applicable laws, rules and regulations.

We will provide any person a copy of our Code of Ethics,

without charge, upon written request to the Company’s Secretary.

Requests should be addressed in writing to Idaho Copper Corporation

(formerly known as Joway Health Industries Group Inc.), 800 W.

Main St., Ste 1460, Boise, Idaho 83702.

EXECUTIVE COMPENSATION.

Officer Compensation

following is a summary of the compensation we paid to our Chief Executive Officer for the fiscal years ended December 31, 2021 and 2020.

This includes all compensation, including any compensation paid to our Chief Executive Officers by any of our subsidiaries.

officer received compensation in excess of $100,000 in 2021 or 2020.

Compensation Table

Name and principal position

Jinghe Zhang President, Chief Executive Officer

Zhang was the principal executive officer of the Company until February 3, 2022, when Crystal Globe Limited sold 83% of the issued and

outstanding shares to JHP Holdings, Inc.

amount of $21,500 in the table above represents the compensation received by Mr.

Zhang for the entire year of 2021.

Ramon Lata, our current principal executive officer and principal financial and accounting officer, is serving in such capacity without

compensation.

were no stock options and no common shares set aside for any stock option plan as of December 31, 2021.

following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years.

summary is broken out into two tables below, the first of which is for the Company prior to the Closing (“ Pre-Closing ”)

because the Company’s last two completed fiscal years ended on December 31, 2022, and December 31, 2021.

The second summary is

for the Company subsequent to the Closing (“ Post-Closing ”) and the acquisition of ICUMO because ICUMO’s last

two completed fiscal years ended on June 30, 2021, and June 30, 2022.

in the Pre-Closing table pertains to Jinghe Zhang who was the principal executive officer of the Company until his resignation on February

3, 2022, when Crystal Globe Limited sold 83% of the issued and outstanding shares to JHP.

Subsequently, Ramon Lata became the Company’s

principal executive officer and principal financial and accounting officer, serving in such capacity without compensation until the Closing.

Simultaneous with the Closing, Messrs.

Rudofsky, Scannell, Brodkey, and Dykes were appointed as officers of the Company.

Executive Compensation Table 2021-2022 – Pre-Closing

Jinghe Zhang President,

Chief Executive Officer

Raymond Lata, President,

Chief Executive Officer

Executive Compensation Table 2021-2022 – Post-Closing (1)

Steven Rudofsky President,

Chief Executive Officer

Robert Scannell Treasurer,

Chief Financial Officer

Andrew Brodkey, Secretary,

Chief Operating Officer

Shaun Dykes, Vice President,

Exploration (2)

paid by ICUMO to Messrs.

Rudofsky, Scannell, Brodkey, and Dykes, are for the fiscal years ended June 30, 2022 and 2021, respectively.

These are the last two completed fiscal years for ICUMO ended prior to the Closing.

Geologic Systems Ltd.

(“ Geologic Systems ”) is 50% owned by Shaun Dykes, President and CEO of the Company, and

50% owned by his spouse.

Dykes Geologic Systems Ltd.

is the full legal name.

That company is also known as Geologic Systems Ltd.,

which is its trade name.

In ICUMO’s fiscal year ended June 30, 2022, the Company paid Geologic Systems $155,854 in exploration

fees and $89,555 in salaries and management fees.

This is compared with $13,041 for exploration fees and $33,241 paid by the Company

to Geologic Systems in ICUMO’s fiscal year ended June 30, 2021.

were no stock options and no common shares set aside for any stock option plan as of December 31, 2022 for the Company or for ICUMO as

of June 30, 2022.

Option Exercises and Fiscal Year-End Option Value Table

were no stock options exercised during the fiscal year ended December 31, 2021, by the executive officer named in the Executive Compensation

were no stock options exercised during the fiscal year ended December 31, 2022 or during the fiscal year ended June 30, 2022, by the

executive officers named in the Executive Compensation Table.

Incentive Plan (“LTIP”) Awards Table

were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

following is a summary of the compensation we paid to our directors for the fiscal year ended December 31, 2021.

earned or paid in cash

incentive plan

compensation earnings

other compensation

of April 29, 2021, Jun Pang and Haibo Fan resigned as independent directors of the Company.

Ramon Lata, our current sole director, is serving in such capacity without compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding beneficial ownership of our common stock as of March 29, 2022 (i) by each person

who is known by us to beneficially own more than 5% of our common stock;

(ii) by each of our officers and directors;

all of our officers and directors as a group.

Unless otherwise indicated, the address of each listed stockholder is c/o Joway Health

Industries Group, Inc., 600 South 3 rd Street, Las Vegas, Nevada 89101.

determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which

may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date.

In determining

the percent of common stock owned by a person or entity on March 29, 2022, (a) the numerator is the number of shares of the class

beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options

and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding

on March 29, 2022, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and

on exercise of the warrants and options, subject to limitations on conversion and exercise.

Unless otherwise stated, each beneficial

owner has sole power to vote and dispose of its shares.

number of shares issued and outstanding as of March 29, 2022 was 20,054,000.

Beneficially Owned

of More than 5% of Class

Holdings, Inc.

and Executive Officers

directors and executive officers (1 persons)

Holdings, Inc.

following is a summary of the compensation paid to directors for the Company’s last completed fiscal year.

As stated above, the

summary is broken out into two tables below, the first of which is for the Pre-Closing Period and the second of which is for the Post-Closing

The last completed fiscal year for the Company ended on December 31, 2022, and the last completed fiscal year for ICUMO ended

on June 30, 2022.

Director Compensation Table 2022 – Pre-Closing

Jinghe Zhang (1)

Ramon Lata (1)

February 3, 2022, Ramon Lata was appointed as a director, and Jinghe Zhang resigned as a director.

Lata served without compensation

as a director until his resignation upon the Closing.

Director Compensation Table 2022 – Post-Closing

Trevor Burns (1)

Andrew Brodkey

Robert Scannell

Burns resigned as a director of ICUMO on September 12, 2022.

Contracts, Termination of Employment, Change-in-Control Arrangements

the year ended December 31, 2022, the Company did not have any employment agreement with its sole officer and director.

Company does not currently have employment agreements with any of its executive officers but expects to enter into employment agreements

with certain of them in the future.

ICUMO currently has Management Agreements with Steven Rudofsky, Robert Scannell, and Andrew

Rudofsky and ICUMO entered into a Management Agreement dated January 1, 2022, for a term of one year with automatic renewals for one-year

periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Rudofsky is entitled to severance of one

(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’

Rudofsky’s annual base compensation is $250,000, reviewable at least annually, and he may participate in any Company

economic benefit plans that exist or may be implemented.

Scannell and ICUMO entered into a Management Agreement dated January 1, 2022, for a term of one year with automatic renewals for one-year

periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Scannell is entitled to severance of one

(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’

Scannell’s annual base compensation is $200,000, reviewable at least annually, and he may participate in any Company

economic benefit plans that exist or may be implemented.

Brodkey and ICUMO entered into a Management Agreement dated December 15, 2021, for a term of one year with automatic renewals for one-year

periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated,

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Scannell is entitled to severance of one

(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’

Scannell’s annual base compensation is $250,000, payable in a combination of cash, common stock (valued at $0.15 per

share) and 5-year warrants (exercisable at $0.15 per share), with payments to be made upon the Company’s raising of certain funding

amounts, or “Trigger Amounts,” as stated in Mr.

Brodkey’s agreement.

Company currently has no compensation plans or arrangements.

do not currently have a compensation committee of the board of directors or a committee performing similar functions.

of directors as a whole participates in the consideration of executive officer and director compensation.

of Directors, Senior Officers, Executive Officers and Other Management

of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted

to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of the end of the most recently completed fiscal

years, December 31, 2022 and December 31, 2021, the Company did not have any equity compensation plans and have not maintained any such

plans since our inception.

Security Beneficial Ownership Table

Beneficial ownership is determined in accordance

with the rules of the SEC and generally includes voting or investment power with respect to securities.

In accordance with SEC rules,

shares of Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become

exercisable within sixty (60) days of the date of the applicable table below are deemed beneficially owned by the holders of such options

and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as

outstanding for the purpose of computing the percentage of ownership of any other person.

Subject to community property laws, where applicable,

the persons or entities named in the tables below have sole voting and investment power with respect to all shares of Common Stock indicated

as beneficially owned by them.

The following table sets forth information with

respect to the beneficial o wnership of Common Stock as of March 1, 2023, by (i) each stockholder

known by us to be the beneficial owner of more than 5% of Common Stock (the Company’s only class of voting securities), (ii) each

of the directors and executive officers, and (iii) all of the directors and executive officers as a group.

To the best knowledge of the

Company, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the

shares of Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse.

To the knowledge

of the Company, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

Other than the Exchange,

to the knowledge of the Company, there is no arrangement, including any pledge by any person of securities of the Company or any of its

parents, the operation of which may at a subsequent date result in a change in control of the Company.

Name and Address of Beneficial Owner(1)

Percentage of

Named Executive Officers and Directors

Robert Scannell – Director, Chief Financial Officer, and Treasurer

18,867,334 (2)

Steven Rudofsky – Chief Executive Officer and President

22,093,334 (3)

Andrew Brodkey – Director, Chief Operating Officer, and Secretary

10,170,934 (4)

Shaun Dykes – Director, Vice President -Exploration

8,478,200 (5)

John Moeller – Director

2,680,000 (6)

All current directors and executive officers as a group (5 persons)

5% Stockholders

Multi-Metal Development Limited

128,787,400 (7)

JHP Holdings Inc.

16,644,820 (8)

Elatam Family Trust

35,443,000 (9)

Unless indicated otherwise, the address of all the persons listed above is c/o the Company at 800 W.

Main St, Ste 1460 Boise, ID 83702.

(1) 2,680,000 shares of Common Stock owned by Mr.

Scannell and 1,407,000 shares of Common Stock of Feehan Partners LLP (“ Feehan ”) that Mr.

Scannell, as General Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may be deemed to be the beneficial owner of these shares;

(2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options;

(3) 2,680,000 shares of Common Stock underlying the 2021 Warrants held directly by Mr.

Scannell and 1,407,000 shares of Common Stock underlying the 2021 Warrants held by Feehan that Mr.

Scannell could be deemed to beneficially own;

and (4) 2,666,667shares of Common Stock underlying the 2023 Replacement Warrants and 2,666,667shares of Common Stock underlying the Replacement Note held by Feehan that Mr.

Scannell could be deemed to beneficially own.

(1) 11,725,000 shares of Common Stock owned by Mr.

(2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options;

(3) 1,675,000 shares of Common Stock underlying the 2021 Warrants held by Mr.

and (4) 1,666,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,666,667 shares of Common Stock underlying the Replacement Note held by Mr.

(1) 1,098,800 shares of Common Stock owned by Mr.

(2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options;

(3) 1,098,800 shares of Common Stock underlying the 2021 Warrants held by Mr.

and (4) 1,306,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,306,667 shares of Common Stock underlying the Replacement Note held by Mr.

(1) 1,159,100 shares of Common Stock owned by Mr.

(2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options;

(3) 1,159,100 shares of Common Stock underlying the 2021 Warrants held by Mr.

and (4) 400,000 shares of Common Stock underlying the 2023 Replacement Warrants and 400,000 shares of Common Stock underlying the Replacement Note held by Mr.

Consists of 2,680,000 shares of Common Stock underlying vested options that Dr.

Moeller holds pursuant to the 2022 Incentive Stock Options.

Consists of (1) 121,343,700 shares of Common Stock owned by Multi-Metal Development Limited;

and (2) 7,443,700 shares of Common Stock underlying the 2021 Warrants held by Multi-Metal Development Limited (“ MMD ”).

MMD is a public company traded on the Toronto Stock Exchange (TSXV:

MLY) and the Board of Directors of MMD share voting and dispositive power over the shares of the Company.

The address for MMD is 638 Millbank Road Vancouver, BC V5Z 4B7 Canada

JHP Holdings, Inc.

holds a total of 16,644,820 shares of the Company’s common stock.

the shareholder and executive director of JHP Holdings, Mr.

Lata is the beneficial owner

of the shares of the Company held by JHP Holdings.

the 16,644,820 shares held by JHP Holdings, Inc.

Lata is the sole shareholder and executive officer and director of JHP Holdings

and as such has voting and dispositive control over the shares held by JHP Holdings.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was

or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s

total assets at December 31, 2021 and 2020, and in which any of the following persons had or will have a direct or indirect material

director or executive officer;

immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling,

mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and

any person (other than a tenant or employee) sharing the household of such director or executive officer;

person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest

occurred or existed:

person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s

voting securities;

immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,

father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than

a tenant or employee) sharing the household of such security holder.

with Crystal Globe

November 20, 2020, we entered into a Merger Agreement (the “Merger Agreement”) with Crystal Globe Limited, a British Virgin

Islands company which is a majority shareholder of Joway and the other parties signatory thereto.

See “Business-Recent Events-

Entry into a Material Definitive Agreement”.

Upon completion of the transactions contemplated by the Merger Agreement, Crystal

Globe acquired all our business in consideration for $119,070 in cash (the “Merger Consideration”).

The Company has distributed

the Merger Consideration to its shareholders (other than Crystal Globe) 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.

with Jinghe Zhang

the years ended December 31, 2021 and 2020, we received financial supports of $66,235 and $182,515 from our former CEO and chairman,

As the shareholder and executive director of JHP Holdings, Inc., Mr.

Lata is the beneficial owner of the shares of the Company held by JHP Holdings, Inc.

The address for the foregoing entity is 701 S.

Carson Street, Suite 200, Carson City, NV, 89701.

Consists of (1) 17,721,500 shares of Common Stock owned by the Elatam Family Trust;

and (2) 17,721,500 shares of Common Stock underlying the 2021 Warrants held by the Elatam Family Trust.

As a director of the Elatam Family Trust, Mr.

Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such shares.

CERTAIN RELATIONSHIPS, RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The following are transactions for the last two

completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved

exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at December 31, 2022 and 2021, and in

which any of the following persons had or will have a direct or indirect material interest.

Any director or executive officer;

Any immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and any person (other than a tenant or employee) sharing the household of such director or executive officer;

any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:

any person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s voting securities;

Any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant or employee) sharing the household of such security holder.

Transaction with Crystal Globe

On November 20, 2020, we entered the Merger Agreement with Crystal

Globe Limited, a British Virgin Islands company which is a majority shareholder of Idaho Copper and the other parties signatory thereto.

Upon completion of the transactions contemplated by the Merger Agreement, Crystal Globe acquired all our business in consideration for

$119,070 in cash.

The Company has distributed the cash to its shareholders (other than Crystal Globe) in an amount equal to such shareholder’s

proportionate share of the cash consideration based on such shareholders’ percentage of the outstanding common stock of the Company.

Transactions with Jinghe Zhang

During the year ended December 31, 2021, we received

financial supports of $66,235 from our former CEO and chairman, Mr.

Jinghe Zhang.

The loans due to him are for our daily operating activities without interest charge and due on demand.

April 28, 2021, the Company entered into an agreement with Mr.

Jinghe Zhang to release the Company from $295,928 of indebtedness owed

As of December 31, 2021 and 2020, the total unpaid principal balance due to Mr.

Jinghe Zhang for advances was $3,999 and $233,693,

The loans due to him are for our daily operating activities

without interest charge and due on demand.

On April 28, 2021, the Company entered into an agreement with Mr.

Jinghe Zhang to release the

Company from $295,928 of indebtedness owed to him.

As of December 31, 2021, the total unpaid principal balance due to Mr.

for advances was $3,999.

Upon the resignation of Mr.

Zhang on February 3, 2022, each of the Company and Mr.

Zhang released the other from

any and all amounts then due.

Transactions with Joway Shengshi

Joway Shengshi was one of the Company’s

subsidiaries but has been sold via the Merger Agreement on December 31, 2020.

Jinghe Zhang owns 99% of the equity interest in Joway

For the years ended December 31, 2021 and 2020, we received $3,844 and $0 of advances from Joway Shengshi, respectively, for

our daily operating activities.

On April 28, 2021, Joway Shengshi released the Company from $463,698 of indebtedness owed to it.

December 31, 2021, the total unpaid principal balance due to Joway Shengshi was $0.

Transactions with JHP

On February 3, 2022, upon the consummation of

the transactions contemplated by the Purchase Agreement by and among the Company, Crystal Globe Limited and JHP, JHP 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.

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.

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 assumed

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

Other Related Party Transactions

Except as disclosed above, no executive officer,

director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals

is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial

beneficial interest in is or has been indebted to us at any time since the beginning of our last fiscal year.

Procedures for Approval of Related Party Transactions

Our Board is charged with reviewing and approving

all potential related party transactions.

All such related party transactions must then be reported under applicable SEC rules.

have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case

PRINCIPAL ACCOUNTING FEES AND

For each fiscal year of 2022 and 2021, we incurred

aggregate fees and expenses of $10,000 and $10,000, respectively, from HHC for works completed for our annual audits and quarterly reviews.

Audit-Related Expenses

Audit-related expenses for 2022 and 2021 were

$0, respectively.

with Joway Shengshi

Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020.

owns 99% of the equity interest in Joway Shengshi.

For the years ended December 31, 2021 and 2020, we received $3,844 and $0 of advances

from Joway Shengshi, respectively, for our daily operating activities.

April 28, 2021, Joway Shengshi released the Company from $463,698 of indebtedness owed to it.

As of December 31, 2021 and 2020, the total

unpaid principal balance due to Joway Shengshi was $0.

Related Party Transactions

as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization

with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in

a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last

for Approval of Related Party Transactions

Director Board is charged with reviewing and approving all potential related party transactions.

All such related party transactions

must then be reported under applicable SEC rules.

We have not adopted other procedures for review, or standards for approval, of such

transactions, but instead review them on a case-by-case basis.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

each fiscal year of 2021 and 2020, we incurred aggregate fees and expenses of $10,000 and $79,000, respectively, from HHC for works completed

for our annual audits and quarterly reviews.

Audit-Related

Audit-related

expenses for 2021 and 2020 were $0, respectively.

incurred aggregate fees and expenses of $0 for each fiscal year of 2021 and 2020, respectively.

incurred other fees of $0 for each fiscal year of 2021 and 2020.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

we did not have a formal audit committee, our board of directors served as our audit committee.

We have not adopted pre-approval policies

and procedures with respect to our accountants in 2020.

All of the services provided and fees charged by our independent registered accounting

firms in 2021 were approved by the board of directors.

Board of Directors has reviewed and discussed with HHC, our audited financial statements contained in this Annual Report on Form 10-K

for the 2021 and 2020 fiscal years.

The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant

61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related

to the conduct of the audit of our financial statements.

Board of Directors has received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board

Standard No.1 (Independence Discussions with Audit Committees), and has discussed with HHC its independence from our company.

Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor

independence.

Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements

be included in our Annual Report on Form 10-K for our 2021 and 2020 fiscal years for filing with the SEC.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Articles of Incorporation (1)

We incurred aggregate fees and expenses of $0

for each fiscal year of 2022 and 2021, respectively.

All Other Fees

We incurred other fees of $0 for each fiscal year

of 2022 and 2021.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

Since we did not have a formal audit committee,

our Board served as our audit committee.

We have not adopted pre-approval policies and procedures with respect to our accountants in 2022.

All of the services provided, and fees charged by our independent registered accounting firms in 2022 were approved by the Board.

Our Board has reviewed and discussed with HHC,

our audited financial statements contained in this Annual Report on Form 10-K for the 2022 and 2021 fiscal years.

The Board also has discussed

with HHC, the matters required to be discussed pursuant to SAS No.

61 (Codification of Statements on Auditing Standards, AU Section 380),

which includes, among other items, matters related to the conduct of the audit of our financial statements.

Our Board has received and reviewed the written

disclosures and the letter from HHC required by Independence Standards Board Standard No.1 (Independence Discussions with Audit Committees),

and has discussed with HHC its independence from our company.

Our Board considered whether the provision of

services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to

above, the Board determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2022 and 2021

fiscal years for filing with the SEC.

EXHIBITS, FINANCIAL STATEMENT

Share Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries

Group Inc.), International CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

Certificate of Amendment to Articles of Incorporation, filed March 9, 2023 (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on March 10, 2023)

Description of Capital Stock*

Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Joway Health Industries Group Inc., Dynamic

Elite International Limited and Joway Merger Subsidiary Limited (2)

Purchase Agreement, dated as of January 3, 2022, by and among Crystal Globe Limited,

Joway Health Industries Group Inc.

and JHP Holdings, Inc.

Code of Ethics (4)

2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27,

Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023).

Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on

January 27, 2023).

Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries

Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020)

Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries

Group Inc.) and JHP Holdings, Inc.

(Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)

Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries

Group Inc.) and JHP Holdings, Inc.

(Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc.

and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd.

and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

of Ethics (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27,

List of Subsidiaries*

Consent of Geologic Systems Ltd.

regarding the CuMo Project (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Technical Report Summary and Resource Estimate, the CuMo Project, Boise National Forest, Boise County, Idaho, United States (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Inline XBRL Instance Document.

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

by reference to the exhibits to our registration statement on Form SB-2 filed with the SEC on September 11, 2003.

by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020.

by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022.

by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 1, 2010.

* Filed herewith

FORM 10–K SUMMARY

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

March 10, 2023

HEALTH INDUSTRIES GROUP INC.

and Chief Executive Officer

Executive Officer and Principal Financial and Accounting Officer)

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed

on its behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

IDAHO COPPER CORPORATION

/s/ Steven Rudofsky

Steven Rudofsky

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on March 10,

2023 by the following persons on behalf of the registrant and in the capacities indicated.

Robert Scannell

and Chief Financial Officer

Accounting and Financial Officer)

Shaun Dykes, Director

Robert Scannell

Robert Scannell, Director

Brodkey, Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT

TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No such annual report, proxy statement, form of proxy or other soliciting

material has been sent to its shareholders.

The registrant will not be sending an annual report or proxy material to its shareholders

subsequent to the filing of this form.

Report of Independent Registered Public Accounting

To the shareholders and the Board of Directors of

Joway Health Industries Group Inc.

Idaho Copper Corporation (formerly known as Joway Health Industries

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Joway Health Industries Group Inc.

(the Company) as of December 31, 2021 and 2020, and the related statements of operations

and other comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31,

2021, and related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results

of its operations and its cash flows for each of the years in the two year period ended December 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet

of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) (the Company) as of December 31, 2022 and

2021, and the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year ended

December 31, 2022 and 2021, and related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022

and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and 2021, in conformity

with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

3 unchanged sentences

As discussed in Note 2 to the financial statements, the Company has

suffered recurring significant losses and has accumulated deficiency in stockholders’ equity.

These factors raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans in regard to this matter are also discussed

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

suffered recurring significant losses which resulted significant accumulated deficiency in stockholders’ equity and has a net capital

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

plans in regard to this matter are also discussed in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

23 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there ae no critical audit matters.

We have served as the Company’s auditor since

Forest Hills, New York

1 unchanged sentence

PCAOB ID # 5867

HEALTH INDUSTRIES GROUP INC.

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

CURRENT ASSETS:

1 unchanged sentence

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y

CURRENT LIABILITIES:

17 unchanged sentences

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

OF OPERATIONS AND COMPREHENSIVE LOSS

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF OPERATIONS AND COMPREHENSIVE INCOME

For the Year ended

COST OF REVENUES

1 unchanged sentence

OPERATING EXPENSES

INCOME FROM OPERATIONS

LOSS FROM OPERATIONS

Other expenses

1 unchanged sentence

LOSS BEFORE INCOME TAXES

NET LOSS FROM CONTINUING OPERATIONS

Discontinued operations:

Loss from operations of discontinued component, net of taxes

Loss from disposal of discontinued component, net of taxes

( 1,340,795 )

( 2,324,192 )

OTHER COMPREHENSIVE LOSS

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 121,788 )

$ ( 2,158,779 )

LOSS PER COMMON SHARE, BASIC AND DILUTED:

Continuing operations - Basic & diluted

Discontinued operations - Basic & diluted

NET LOSS PER COMMON SHARE, BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF STOCKHOLDERS' EQUITY

comprehensive

BALANCE, December 31, 2020

1 unchanged sentence

$ ( 744,890 )

( 2,324,192 )

Disposal of subsidiary

( 1,544,180 )

Foreign currency translation gain

Forgiveness of related party debts

BALANCE, December 31, 2021

$ ( 7,355,968 )

$ ( 107,052 )

Forgiveness of related party debts

3 unchanged sentences

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF CASH FLOWS

For the Year ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 121,788 )

$ ( 222,859 )

Adjustments to reconcile net loss to net cash provided by operating activities

Changes in operating assets and liabilities:

Prepaid Expense

Other payables

Net cash used in operating activities from continuing component

Net cash used in operating activities from discontinued component

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash received from disposal of subsidiaries

Net cash provided by investing activities from continuing component

Net cash used in investing activities from discontinued component

Net cash provided by (used

in) investing activities

Cash received from disposal of subsidiary

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Due to related parties

Net cash provided by (used in) financing activities from continuing component

Net cash provided by financing activities from discontinued component

Net cash provided by (used in) financing activities

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH

6 unchanged sentences

NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES

Receivable used to offset the selling price of disposal of Dynamic Elite and Subsidiaries

Uncollected consideration from Disposal of Dynamic Elite and Subsidiaries

Undistributed consideration to shareholders

Forgiveness of related party debts

The accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

TO FINANCIAL STATEMENTS

1 – ORGANIZATION

financial statements include the financial statements of Joway Health Industries Group Inc.

(referred to herein as “Joway

Joway Health is hereinafter referred to as the “Company,” “we” and “us”.

Health (formerly G2 Ventures, Inc.) was originally incorporated under the laws of the State of Texas on March 21, 2003.

21, 2010, Joway Health entered into a Share Exchange Agreement (the “Share Exchange”) with the sole stockholder of Dynamic

Elite International Limited.

As a result of the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Joway Health and the

stockholders of Dynamic Elite acquired approximately 76.08 % of the issued and outstanding stock of Joway Health.

The share exchange transaction

resulted in the shareholders of Dynamic Elite acquiring a majority voting interest in Joway Health.

Generally accepted accounting principles

in the United States of America require that the company whose shareholders retain the majority interest in the combined business be

treated as the acquirer for accounting purposes.

The reverse acquisition process utilized the capital structure of Joway Health and the

assets and liabilities of Dynamic Elite recorded at historical cost.

On December 22, 2010, Joway Health changed its jurisdiction of incorporation

from the State of Texas to the State of Nevada.

Elite International Limited (referred to herein as “Dynamic Elite”) was incorporated under the laws of the British Virgin

Islands on June 2, 2010 as a limited liability company (a BVI company).

Dynamic Elite engaged in manufacturing and distributing tourmaline

accompanying notes are an integral part of these financial statements

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

NOTES TO FINANCIAL STATEMENTS

Note 1 – ORGANIZATION

The financial statements include the

financial statements of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) (referred to herein as “Idaho

Idaho Copper is hereinafter referred to as the “Company,” “we” and “us”.

Idaho Copper was

originally incorporated under the laws of the State of Texas on March 21, 2003.

On September 21, 2010, Idaho Copper entered into a Share

Exchange Agreement (the “Share Exchange”) with the sole stockholder of Dynamic Elite International Limited.

As a result of

the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Idaho Copper and the stockholders of Dynamic Elite acquired approximately

76.08 % of the issued and outstanding stock of Idaho Copper.

The share exchange transaction resulted in the shareholders of Dynamic Elite

acquiring a majority voting interest in Idaho Copper.

Generally accepted accounting principles in the United States of America require

that the company whose shareholders retain the majority interest in the combined business be treated as the acquirer for accounting purposes.

The reverse acquisition process utilized the capital structure of Idaho Copper and the assets and liabilities of Dynamic Elite recorded

at historical cost.

On December 22, 2010, Idaho Copper changed its jurisdiction of incorporation from the State of Texas to the State

Dynamic Elite International Limited (referred

to herein as “Dynamic Elite”) was incorporated under the laws of the British Virgin Islands on June 2, 2010 as a limited liability

company (a BVI company).

Dynamic Elite engaged in manufacturing and distributing tourmaline products in China.

Its wholly owned subsidiary,

Tianjin Junhe Management Consulting Co., Ltd.

was incorporated on September 15, 2010 in Tianjin, People’s Republic of China (“PRC”).

Other than the equity interest in Junhe Consulting, Dynamic Elite does not own any assets or conduct any operations.

Tianjin Junhe Management Consulting Co., Ltd.

(referred to herein as “Junhe Consulting”) conducted its business through Tianjin Joway Shengshi Group Co., Ltd.

Tianjin Joway Shengshi Group Co., Ltd.

to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007.

Joway Shengshi was owned 99 % by Jinghe Zhang, the

Company’s current CEO and President and 1 % by Song Baogang.

Joway Shengshi engages in manufacturing and distributing tourmaline

products in China.

Its wholly owned subsidiary, Tianjin Junhe Management Consulting Co., Ltd.

was incorporated on September 15, 2010

in Tianjin, People’s Republic of China (“PRC”).

Other than the equity interest in Junhe Consulting, Dynamic Elite does

not own any assets or conduct any operations.

Junhe Management Consulting Co., Ltd.

(referred to herein as “Junhe Consulting”) conducted its business through Tianjin Joway

Shengshi Group Co., Ltd.

Joway Shengshi Group Co., Ltd.

(referred to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007.

Joway Shengshi

was owned 99 % by Jinghe Zhang, the Company’s current CEO and President and 1 % by Song Baogang.

Joway Shengshi engages in manufacturing

and distributing tourmaline products in China.

Shenyang Joway Electronic Technology Co., Ltd., Tianjin Joway Decoration Engineering Co.,

and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd.

Shenyang Joway Electronic Technology Co., Ltd., Tianjin Joway Decoration Engineering Co., Ltd.

and Tianjin Oriental

Shengtang Trading Import & Export Trading Co., Ltd.

are subsidiaries of Joway Shengshi.

Joway Electronic Technology Co., Ltd.

(referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology

Engineering Co., Ltd.

which was incorporated on March 28, 2007 in PRC.

Shenyang Joway Electronic Technology Co., Ltd.

(referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology Engineering Co., Ltd.

incorporated on March 28, 2007 in PRC.

The name was changed on June 22, 2011.

It engages in the distribution

of Tourmaline Activated Water Machines and the construction of Tourmaline Wellness Houses.

Prior to July 25, 2010, Joway Shengshi owned

90.91 % of Joway Technology.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway

Technology on July 25, 2010 to acquire the remaining 9.09 % of the share of Joway Technology.

As a result of the share acquisition, Joway

Technology became a wholly-owned subsidiary of Joway Shengshi.

Joway Decoration Engineering Co., Ltd.

It engages in the distribution of Tourmaline Activated Water

Machines and the construction of Tourmaline Wellness Houses.

Prior to July 25, 2010, Joway Shengshi owned 90.91 % of Joway Technology.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Technology on July 25, 2010

to acquire the remaining 9.09 % of the share of Joway Technology.

As a result of the share acquisition, Joway Technology became a wholly-owned

subsidiary of Joway Shengshi.

Tianjin Joway Decoration Engineering Co., Ltd.

(referred to herein as “Joway Decoration”) was incorporated on April 22, 2009 in PRC.

It engages in the distribution of Tourmaline Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness

House materials.

Prior to July 9, 2010, Joway Shengshi owned 90 % of Joway Decoration.

Joway Shengshi entered into a share acquisition

agreement with Jingyun Chen, another stockholder of Joway Decoration on July 9, 2010 to acquire the remaining 10 % of the shares of Joway

As a result of the share acquisition, Joway Decoration became a wholly-owned subsidiary of Joway Shengshi.

Jingyun Chen is

currently the General Manager of Joway Decoration.

Oriental Shengtang Import & Export Trading Co., Ltd.

(referred to herein as “Shengtang Trading”) was incorporated on

September 18, 2009 in the PRC.

It engages in purchasing raw materials which it sells to other companies of the group.

Prior to July 28,

2010, Joway Shengshi owned 95 % of Shengtang Trading.

Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another

stockholder of Shengtang Trading on July 28, 2010 to acquire the remaining 5 % of the shares of Shengtang Trading.

As a result of the

share acquisition, Shengtang Trading became a wholly-owned subsidiary of Joway Shengshi.

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.

December 31, 2020, upon the Company completed the Merger Agreement with Crystal Globe, Joway Health became a “shell company”

(as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private

entity whose business presents an opportunity for the Company’s stockholders.

2 – GOING CONCERN

It engages in the distribution of Tourmaline

Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness House materials.

Prior to July 9, 2010, Joway

Shengshi owned 90 % of Joway Decoration.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder

of Joway Decoration on July 9, 2010 to acquire the remaining 10 % of the shares of Joway Decoration.

As a result of the share acquisition,

Joway Decoration became a wholly-owned subsidiary of Joway Shengshi.

Jingyun Chen is currently the General Manager of Joway Decoration.

Tianjin Oriental Shengtang Import & Export

Trading Co., Ltd.

(referred to herein as “Shengtang Trading”) was incorporated on September 18, 2009 in the PRC.

in purchasing raw materials which it sells to other companies of the group.

Prior to July 28, 2010, Joway Shengshi owned 95 % of Shengtang

Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another stockholder of Shengtang Trading on July

28, 2010 to acquire the remaining 5 % of the shares of Shengtang Trading.

As a result of the share acquisition, Shengtang Trading became

a wholly-owned subsidiary of Joway Shengshi.

On November 20, 2020, Idaho Copper 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 thereby.

Pursuant 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.

As 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.

In January 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.

On December 31, 2020, upon the Company completed

the Merger Agreement with Crystal Globe, Idaho Copper became a “shell company” (as such term is defined in Rule 12b-2 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On April 28, 2021, Idaho Copper entered into debt

release agreements with Mr.

Jinghe Zhang and Joway Shengshi Group Co., Ltd.

to release the Company from the debts of $ 295,928 and $ 463,698 ,

respectively.

In connection with the transactions, all obligations owed to Mr.

Zhang and Joway Shengshi Group Co., Ltd.

from the Company

were cancelled and there are no further debts or liabilities owed by the Company to any affiliate or former affiliate of the Company.

Going forward, the Company intends to seek, investigate

and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for

the Company’s stockholders.

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, a company incorporated under the laws of British Virgin Islands (the

“Seller”), 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 the Seller.

On February 2, 2022,

Ramon Lata was appointed to the board of the directors upon the resignation of Jinghe Zhang, the sole officer and director of the

Lata was also appointed as the President, Treasurer and Secretary of the Company.

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.

As a result of this share exchange (the “Exchange”), ICUMO became a wholly owned

subsidiary of the Company.

Note 2 – GOING CONCERN

The accompanying financial statements have been

1 unchanged sentence

liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying financial statements, for the years

ended December 31, 2021 and 2020, we incurred net losses of $ 121,788 and $ 2.3 million, respectively.

In addition, we reported cash outflow

of $ 0.07 million and $ 0.6 million from our operating activities for the years ended December 31, 2021 and 2020, respectively.

As of December

31, 2021, we had an accumulated deficit of approximately $ 7.4 million.

Management believes these factors raise substantial doubt about

our ability to continue as a going concern for the next twelve months.

continuation of our company as a going concern through the next twelve months is dependent upon (1) the continued financial support from

our stockholders or external financing.

Management believes that our existing stockholders will provide the additional cash to meet our

obligations as they become due, and (2) that it will be able to implement its business plan to expand our company’s operations

and generate sufficient revenues to meet its obligations.

conditions raise substantial doubt about our company’s 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.

Management believes that the actions presently being taken to

obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying financial statements have been prepared in conformity

with accounting principles generally accepted in the United States of America (“US GAAP”).

Prior to the consummation of the

Merger as of December 31, 2020, the Company’s functional currency is the Chinese Renminbi (“RMB”);

however, the accompanying

financial statements have been translated and presented in United States Dollars (“USD”).

All significant inter-company transactions

and balances have been eliminated.

The financial statements include all adjustments that, in the opinion of management, are necessary

to make the financial statements not misleading.

the consummation of the Merger as of December 31, 2020, the Company’s functional currency is USD.

The preparation of the financial statements is in conformity with generally

accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information

available at the time the estimates are made.

As reflected in the accompanying financial

statements, for the years ended December 31, 2022 and 2021, we incurred net losses of $ 74,708 and $ 121,788 , respectively.

we reported cash outflow of $ 0 and $ 70,079 from our operating activities for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, we had an accumulated deficit of approximately $ 7.4 million and a net capital deficiency of $ 177,761 .

believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months.

The continuation of our company as a going concern

through the next twelve months is dependent upon (1) the continued financial support from our stockholders or external financing.

believes that our existing stockholders will provide the additional cash to meet our obligations as they become due, and (2) that it will

be able to implement its business plan to expand our company’s operations and generate sufficient revenues to meet its obligations.

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.

Management believes that the actions presently being taken to obtain additional funding and implement

its strategic plan provides the opportunity for our company to continue as a going concern.

Note 3 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been

prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

The Company’s

functional currency is USD.

Use of Estimates

The preparation of the financial

statements is in conformity with generally accepted accounting principles in the United States of America, which require management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Management makes

these estimates using the best information available at the time the estimates are made.

Actual results could differ from those estimates.

Reclassification

prior year balances were reclassified to conform to the current year’s presentation with consideration of reflecting all of the

Company’s subsidiaries and VIEs as discontinued operations.

None of these reclassifications had an impact on reported financial

position or cash flows for any of the periods presented.

of Consolidation

For the periods prior to the consummation of the Merger as of December

31, 2020, the Company consolidated financial statements including Dynamic Elite, its former wholly owned subsidiaries, and controlled

The financial statements of Dynamic Elite and controlled VIEs were included as part of the Company’s discontinued component.

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

Currency Translation

The accompanying financial statements are presented in USD.

The functional

currency of the Company is RMB for the periods prior to the consummation of the Merger as of December 31, 2020.

Concentrations of Credit Risk

As 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.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standard (“SFAS”) No.

157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value

as the following:

1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amounts reported in the balance sheets

for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate

their fair market values based on the short-term maturity of these instruments.

ASC 825-10 “Financial Instruments” allows

entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option).

The fair value option

may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs.

If the fair value option is

elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting

The Company did not elect to apply the fair value option to any outstanding instruments.

Revenue Recognition

The 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 defined above),

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.

After the consummation of the Merger as of December

31, 2020, the Company did not report any revenue for the years ended December 31, 2022 or 2021.

The Company accounts for income taxes in accordance

with FASB ASC 740 “Income Taxes” (formerly SFAS No.

109 Accounting for Income Taxes) , which is an asset and liability

approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that

have been recognized in the Company’s financial statements or tax returns.

ASC 740 additionally requires the establishment of a

valuation allowance to reflect the likelihood of realization of deferred tax assets.

Realization of deferred tax assets is dependent upon

future earnings, if any, of which the timing and amount are uncertain.

According to ASC 740, the evaluation of a tax

position is a two-step process.

The first step is to determine whether it is more likely than not that a tax position will be sustained

upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position.

step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in

the financial statements.

are translated into USD from RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and

Equity accounts are translated at their historical exchange rates when the equity transactions occurred.

The resulting transaction

adjustments are recorded as a component of stockholders’ equity.

Gains and losses from foreign currency transactions are included

in net income.

Year ended RMB:

USD Exchange rate

Average yearly RMB:

USD Exchange rate

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.

No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

For the years ended December 31, 2021 and 2020 foreign currency translation

adjustments of $ 0 and $ 165,413 , have been reported as other comprehensive loss in the financial statements.

After the consummation of

the Merger as of December 31, 2020, the Company’s functional currency is USD.

Comprehensive Income

comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting

from investments by owners and distributions to owners.

Other comprehensive income is not included in the computation of income tax expense

Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

Concentrations

of Credit Risk

to the consummation of the Merger as of December 31, 2020, the Company’s operations were carried out in the PRC.

the Company’s business, financial condition, and results of operations were influenced by the political, economic, and legal

environment in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC were subject

to specific considerations and significant risks not typically associated with companies in North America.

The Company’s

results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary

measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments

which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable.

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.

Value of Financial Instruments

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial

Accounting Standard (“SFAS”) No.

157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value as the following:

Level 1—defined as

observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2—defined as

inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3—defined as

unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and

amounts due from related parties generally approximate their fair market values based on the short-term maturity of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities

at fair value (fair value option).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless

a new election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should

be reported in earnings at each subsequent reporting date.

The Company did not elect to apply the fair value option to any outstanding

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.

to the Merger Agreement, 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.

Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No.

109 Accounting for

Income Taxes) , which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

to ASC 740, the evaluation of a tax position is a two-step process.

The first step is to determine whether it is more likely than not

that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical

merits of that position.

The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the

amount of benefit to be recognized in the financial statements.

A tax position is measured at the largest amount of benefit that is greater

than 50% likelihood of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not

recognition threshold should be recognized in the first subsequent period in which the threshold is met.

Previously recognized tax positions

that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which

the threshold is no longer met.

ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting

in interim periods, disclosures, and transition.

and Diluted Earnings per Share

Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”.

The Company’s basic earnings

per share are computed using the weighted average number of shares outstanding for the periods presented.

Diluted earnings per share

are computed based on the assumption that any dilutive options or warrants were converted or exercised.

Dilution is computed by applying

the treasury stock method.

Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus

obtained were assumed to be used to purchase common stock at the average market price during the period.

There were no dilutive instruments

outstanding during the years ended December 31, 2021 and 2020.

Issued 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.

Deconsolidation

On November 20, 2020, Joway Health entered into

A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized

upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized

in the first subsequent period in which the threshold is met.

Previously recognized tax positions that no longer meet the more-likely-than-not

criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

Basic and Diluted Earnings per Share

The Company reports earnings per share in accordance

with FASB ASC 260 “Earnings per share”.

The Company’s basic earnings per share are computed using the weighted average

number of shares outstanding for the periods presented.

Diluted earnings per share are computed based on the assumption that any dilutive

options or warrants were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, the Company’s

outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the

average market price during the period.

There were no dilutive instruments outstanding during the years ended December 31, 2022 and 2021.

Recently Issued Accounting Pronouncements

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.

OTHER PAYABLES

As of December

31, 2022 and 2021, the Company reported $ 177,761 and $ 103,053 as its other payables, respectively.

The other payables mainly consist

of payables for professional services, including audit, legal, and financial statement filing services.

Note 5 – RELATED PARTY TRANSACTIONS

Payables due to related parties consist of the following:

The amounts owed to related parties are non-interest bearing and have

no specified repayment terms.

Transactions with Jinghe Zhang

During the years ended December 31, 2022 and 2021

we received financial supports of $ 0 and $ 66,235 from our former CEO and chairman, Mr.

Jinghe Zhang.

The loans due to him are for our

daily operating activities without interest charge and due on demand.

On April 28, 2021, the Company entered into an

agreement with Mr.

Jinghe Zhang to release the Company from $ 295,928 of indebtedness owed to him.

In January 2022, Mr.

Jinghe Zhang released

the Company from $ 3,999 of indebtedness owed to him.

As of December 31, 2022 and 2021, the total unpaid principal balance due to Mr.

Zhang for advances was $ 0 and $ 3,999 , respectively.

Transactions with Crystal Globe

On November 20, 2020, Idaho Copper entered into

a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and

1 unchanged sentence

Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth

therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving

corporation as a wholly-owned subsidiary of Crystal Globe.

Crystal Globe, as the majority shareholder holding

approximately 86.81 % of the Company, is also the sole shareholder of Dynamic Elite after the Merger.

Jinghe Zhang, as the President,

Chief Executive Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and

executive director of Crystal Globe.

As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr.

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, will be cancelled and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration

of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”).

As of November

20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding.

As a result, Joway Health recognized a loss of $ 1,340,795

from this transaction.

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

other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000 shares

of Joway Health’s common stock is owned by Crystal Globe, the $ 0.045 per share payment for the 17,408,000 shares is offset.

following is a reconciliation of the deconsolidation:

Selling price

Disposed assets and liabilities:

Current assets

Intangible assets

( 1,977,822 )

Accumulated other comprehensive income

Loss from disposal of discontinued component, net of income tax

$ ( 1,340,795 )

4 – RECEIVABLE FROM RELATED PARTY

from related party consist of the following:

Crystal Globe

receivable from Crystal Globe is related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority

shareholders who hold 2,646,000 shares of Joway Health’s common stock.

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

5 – SPECIAL DIVIDEND PAYABLE

of September 30, 2021 and December 31, 2020, the Company reported $ 0 and $ 119,070 as special dividend payables, respectively.

are related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold

2,646,000 shares of Joway Health’s common stock.

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 (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company

and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”).

The Merger Agreement provides that, upon the terms and subject

to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”),

with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe.

Crystal Globe, as the majority shareholder holding approximately 86.81 %

of the Company, is also the sole shareholder of Dynamic Elite after the Merger.

Jinghe Zhang, as the former President, Chief Executive

Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director

of Crystal Globe.

As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr.

Jinghe Zhang.

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, will be cancelled and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration

of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”).

As of November

20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding.

a result of the Merger Agreement, Joway Health needs to distribute proportionately the Merger Consideration to the Company’s shareholders.

In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority

shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000

shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

Note 6 – OTHER PAYABLES

As of December 31, 2021 and 2020, the Company reported $ 103,053 and

$ 51,344 as its other payables, respectively.

The other payables mainly consist of payables for professional services, including audit,

legal, and financial statement filing services.

7 – RELATED PARTY TRANSACTIONS

due to related parties consist of the following:

Joway Shengshi

amounts owed to related parties are non-interest bearing and have no specified repayment terms.

with Jinghe Zhang

the years ended December 31, 2021 and 2020, we received financial supports of $ 66,235 and $ 182,515 from our former CEO and chairman,

Jinghe Zhang.

The loans due to him are for our daily operating activities without interest charge and due on demand.

April 28, 2021, the Company entered into an agreement with Mr.

Jinghe Zhang to release the Company from $ 295,928 of indebtedness owed

As of December 31, 2021 and 2020, the total unpaid principal balance due to Mr.

Jinghe Zhang for advances was $ 3,999 and $ 233,693 ,

respectively.

with Joway Shengshi

Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020.

owns 99 % of the equity interest in Joway Shengshi.

For the years ended December 31, 2021 and 2020, we received $ 3,844 and $ 0 of advances

from Joway Shengshi, respectively, for our daily operating activities.

April 28, 2021, Joway Shengshi released the Company from $ 463,698 of indebtedness owed to it.

As of December 31, 2021 and 2020, the total

unpaid principal balance due to Joway Shengshi was $ 0 .

of all of Joway Health’s subsidiaries and VIEs