Idaho Copper Corp 10-K

Item 9A. CONTROLS AND PROCEDURES. Disclosure 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 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. We 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. 29 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As 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. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. 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. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. 30 Management’s Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: Assuming we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management. Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board. Changes in Internal Control over Financial Reporting There 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. Item 9B. OTHER INFORMATION. None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 31 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our Board of Directors Below 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: NAME AND ADDRESS AGE POSITION(S) DATE OF APPOINTMENT Steven Rudofsky 60 Chief Executive Officer and President January 23, 2023 Robert Scannell 64 Director, Chief Financial Officer, and Treasurer January 23, 2023 Andrew Brodkey 66 Director, Chief Operating Officer, and Secretary January 23, 2023 Shaun Dykes 70 Director, Vice President - Exploration January 23, 2023 John Moeller 76 Director January 23, 2023 Directors 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. A 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. Executive officers are appointed by the Board and serve at its pleasure. The principal occupation and business experience during the past five years for the Company’s executive officers and directors is as follows: The biographies of the individuals appointed as directors and officers as discussed above follow: Steven Rudofsky Mr. Rudofsky, age 60, has been CEO of ICUMO since January 2022. He has been working in upstream and midstream natural resources for over 30 years. 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. Andrew Brodkey Mr. 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; CEO 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. He 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. Robert Scannell Mr. 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. Mr. 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. Shaun Dykes Mr. 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. Mr. 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. 32 Dr. John Moeller Dr. 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. Previously, 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. Dr. 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. For 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. Mr. 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 agency. Mr. 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. Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Audit Committee We do not presently have an audit committee. Our Board of Directors currently acts as our audit committee. Compensation Committee We do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee. 33 Nominating Committee We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee. Code of Ethics On May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our Chief Financial Officer, Treasurer and Chief Accounting 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. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes 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: ● Honest and Ethical Conduct ● Conflicts of Interest ● Compliance ● Disclosure ● Protection and Proper Use of Company Assets ● Corporate Opportunities ● Confidentiality ● Fair Dealing ● Reporting 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. Item 11. EXECUTIVE COMPENSATION. Executive Officer Compensation The following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years. The 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. Information 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. 34 Summary Executive Compensation Table 2021-2022 – Pre-Closing Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jinghe Zhang President, Chief Executive Officer 2022 $ 0 — — — — — — $ 0 2021 $ — — — — — — $ Raymond Lata, President, Chief Executive Officer 2022 $ 0 — — — — — — $ 0 2021 $ — — — — — — $ Summary Executive Compensation Table 2021-2022 – Post-Closing (1) Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Steven Rudofsky President, Chief Executive Officer 2021 $ — $ — 2022 $ 125,000 $ 125,000 Robert Scannell Treasurer, Chief Financial Officer 2021 $ — $ — 2022 $ 100,000 $ 100,000 Andrew Brodkey, Secretary, Chief Operating Officer 2021 $ — $ — 2022 $ 92,000 $ 92,000 Shaun Dykes, Vice President, Exploration (2) 2021 $ — 46,282 (2) $ 46,282 2022 $ — 245,409 (2) $ 245,409 (1) Compensation 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. (2) Dykes 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 $33,241 paid by the Company to Geologic Systems in ICUMO’s fiscal year ended June 30, 2021. 35 Option Plan There were no stock options and no common shares set aside for any stock option plan as of December 31, 2022 for the Company or for ICUMO as of June 30, 2022. Aggregated Option Exercises and Fiscal Year-End Option Value Table There were no stock options exercised during the fiscal year ended December 31, 2022 or during the fiscal year ended June 30, 2022, by the executive officers named in the Executive Compensation Table. Long-Term Incentive Plan (“LTIP”) Awards Table There were no awards made to a named executive officer in the last completed fiscal year under any LTIP. Director Compensation The following is a summary of the compensation paid to directors for the Company’s last completed fiscal year. As stated above, the summary is broken out into two tables below, the first of which is for the Pre-Closing Period and the second of which is for the Post-Closing period. The last completed fiscal year for the Company ended on December 31, 2022, and the last completed fiscal year for ICUMO ended on June 30, 2022. Summary Director Compensation Table 2022 – Pre-Closing Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jinghe Zhang (1) $ — — — — — — $ — Ramon Lata (1) $ — $ — (1) On February 3, 2022, Ramon Lata was appointed as a director, and Jinghe Zhang resigned as a director. Mr. Lata served without compensation as a director until his resignation upon the Closing. Summary Director Compensation Table 2022 – Post-Closing Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Shaun Dykes $ — — — — — — $ — Trevor Burns (1) $ — — — — — — $ — John Moeller $ — $ — Andrew Brodkey $ — $ — Robert Scannell $ — $ — (1) Mr. Burns resigned as a director of ICUMO on September 12, 2022. 36 Employment Contracts, Termination of Employment, Change-in-Control Arrangements During the year ended December 31, 2022, the Company did not have any employment agreement with its sole officer and director. The 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 Brodkey. Mr. 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’ wages. Mr. 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. Mr. 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’ wages. Mr. 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. Mr. 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’ wages. Mr. 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. The Company currently has no compensation plans or arrangements. Compensation Committee We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation. Indebtedness of Directors, Senior Officers, Executive Officers and Other Management None 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. 37 Item 12. 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) Number of Shares Beneficially Owned Percentage of Beneficial Ownership Named Executive Officers and Directors Robert Scannell – Director, Chief Financial Officer, and Treasurer 18,867,334 (2) 8.7 % Steven Rudofsky – Chief Executive Officer and President 22,093,334 (3) 10.4 % Andrew Brodkey – Director, Chief Operating Officer, and Secretary 10,170,934 (4) 4.8 % Shaun Dykes – Director, Vice President -Exploration 8,478,200 (5) 4.0 % John Moeller – Director 2,680,000 (6) 1.3 % All current directors and executive officers as a group (5 persons) 62,289,802 29.2 % 5% Stockholders Multi-Metal Development Limited 128,787,400 (7) 61.4 % JHP Holdings Inc. 16,644,820 (8) 8.2 % Elatam Family Trust 35,443,000 (9) 16.1 % (1) 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. (2) Consists of: (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. 38 (3) Consists of: (1) 11,725,000 shares of Common Stock owned by Mr. Rudofsky; (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. Rudofsky; 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. Rudofsky. (4) Consists of: (1) 1,098,800 shares of Common Stock owned by Mr. Brodkey; (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. Brodkey; 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. Brodkey. (5) Consists of: (1) 1,159,100 shares of Common Stock owned by Mr. Dykes; (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. Dykes; 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. Dykes. (6) Consists of 2,680,000 shares of Common Stock underlying vested options that Dr. Moeller holds pursuant to the 2022 Incentive Stock Options. (7) 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 (8) JHP Holdings, Inc. holds a total of 16,644,820 shares of the Company’s common stock. 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. (9) 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. Item 13. 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; and ● 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; or ● 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. 39 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. 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. Jinghe Zhang 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. Mr. Jinghe Zhang 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. On April 28, 2021, Joway Shengshi released the Company from $463,698 of indebtedness owed to it. As of 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. 40 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. 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. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees 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. Tax Fees 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. 41 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Exhibit Number Description 2.1 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). 3.1 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) 3.2 Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022) 3.3 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) 4.1 Description of Capital Stock* 4.2 Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 4.3 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). 4.4 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). 4.5 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). 4.6 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). 10.1 Form 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). 10.2 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) 10.3 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) 10.4 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). 10.5 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). 10.6 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). 10.7 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). 42 10.8 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). 10.9 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). 14.1 Code of Ethics (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023) 21.1 List of Subsidiaries* 23.1 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). 31.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 96.1 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). 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ITEM 16. FORM 10–K SUMMARY None. 43 Signatures 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. Date: March 10, 2023 IDAHO COPPER CORPORATION By: /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. By: /s/ Robert Scannell Robert Scannell Treasurer and Chief Financial Officer (Principal Accounting and Financial Officer) By: /s/ Shaun Dykes Shaun Dykes, Director By: /s/ Robert Scannell Robert Scannell, Director By: /s/ Andrew A. Brodkey Andrew A. 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. 44 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) Opinion on the Financial Statements 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 Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring significant losses which resulted significant accumulated deficiency in stockholders’ equity and has a net capital deficiency. 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 in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 that: (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. /s/ HHC We have served as the Company’s auditor since 2013. Forest Hills, New York March 10, 2023 PCAOB ID # 5867 F- 1 IDAHO COPPER CORPORATION (FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.) BALANCE SHEETS December 31, December 31, 2022 2021 A S S E T S CURRENT ASSETS: Receivable from related party $ - $ - Total current assets - - Total assets $ - $ - 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: Special dividend payable $ - $ - Other payables 177,761 103,053 Due to related parties - 3,999 Total current liabilities 177,761 107,052 COMMITMENTS - - STOCKHOLDERS' EQUITY: Preferred stock - par value $ 0.001 ; 1,000,000 shares authorized; no shares issued and outstanding - - Common stock - par value $ 0.001 ; 200,000,000 shares authorized; 20,054,000 shares issued and outstanding at December 31, 2022 and 2021, respectively 20,054 20,054 Additional paid-in-capital 7,232,861 7,228,862 Accumulated deficit ( 7,430,676 ) ( 7,355,968 ) Total stockholders' equity ( 177,761 ) ( 107,052 ) Total liabilities and stockholders' equity $ - $ - The accompanying notes are an integral part of these financial statements F- 2 IDAHO COPPER CORPORATION (FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.) STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Year ended December 31, 2022 2021 REVENUES $ - $ - COST OF REVENUES - - GROSS PROFIT - - General and administrative expenses 74,708 121,788 OPERATING EXPENSES 74,708 121,788 LOSS FROM OPERATIONS ( 74,708 ) ( 121,788 ) Other expenses - - OTHER LOSS, NET - - LOSS BEFORE INCOME TAXES ( 74,708 ) ( 121,788 ) INCOME TAXES - - NET LOSS ( 74,708 ) ( 121,788 ) OTHER COMPREHENSIVE LOSS - - COMPREHENSIVE LOSS $ ( 74,708 ) $ ( 121,788 ) NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ ( 0.00 ) $ ( 0.01 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED 20,054,000 20,054,000 The accompanying notes are an integral part of these financial statements F- 3 IDAHO COPPER CORPORATION (FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.) STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock Additional Number Common paid-in Accumulated Total of shares stock capital deficit equity BALANCE, December 31, 2020 20,054,000 $ 20,054 $ 6,469,236 $ ( 7,234,180 ) $ ( 744,890 ) Net Loss - - - ( 121,788 ) ( 121,788 ) Forgiveness of related party debts - - 759,626 - 759,626 BALANCE, December 31, 2021 20,054,000 $ 20,054 $ 7,228,862 $ ( 7,355,968 ) $ ( 107,052 ) Net Loss - - - ( 74,708 ) ( 74,708 ) Forgiveness of related party debts - - 3,999 - 3,999 BALANCE, December 31, 2022 20,054,000 $ 20,054 $ 7,232,861 $ ( 7,430,676 ) $ ( 177,761 ) The accompanying notes are an integral part of these financial statements F- 4 IDAHO COPPER CORPORATION (FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.) STATEMENTS OF CASH FLOWS For the Year ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from continuing operations $ ( 74,708 ) $ ( 121,788 ) Adjustments to reconcile net loss to net cash provided by operating activities Changes in operating assets and liabilities: Other payables 74,708 51,709 Net cash used in operating activities - ( 70,079 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash received from disposal of subsidiary - 119,070 Net cash provided by investing activities - 119,070 CASH FLOWS FROM FINANCING ACTIVITIES: Distribution of special dividend - ( 119,070 ) Due to related parties - 70,079 Net cash used in financing activities - ( 48,991 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH - - NET INCREASE IN CASH - - CASH, beginning of year - - CASH, end of year $ - $ - SUPPLEMENTAL DISCLOSURES: Income taxes paid $ - $ - Interest paid $ - $ - NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES Forgiveness of related party debts $ 3,999 $ 759,626 The accompanying notes are an integral part of these financial statements F- 5 IDAHO COPPER CORPORATION (FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.) 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 Copper”). 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 of Nevada. 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. (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., Ltd. and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd. are subsidiaries of Joway Shengshi. Shenyang 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. 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. F- 6 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 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. 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. 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. F- 7 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, Mr. Ramon Lata was appointed to the board of the directors upon the resignation of Jinghe Zhang, the sole officer and director of the Company. Mr. 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 prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. 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. In addition, 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 . Management 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. 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. 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. F- 8 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: ● 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; and ● Level 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 date. 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. Income Taxes 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. F- 9 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. 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. 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. Note 4 – 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: December 31, 2022 2021 Jinghe Zhang $ - $ 3,999 Total $ - $ 3,999 The amounts owed to related parties are non-interest bearing and have no specified repayment terms. F- 10 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. Jinghe 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 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”). In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding shares of Idaho Copper’s common stock (the “Merger Consideration”). In January 2021, Idaho Copper had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders which represents 2,646,000 shares of Idaho Copper’s common stock. As of December 31, 2022 and 2021, the Company reported no balance due from Crystal Globe. Note 6 – INCOME TAXES The Company’s income tax returns since inception are subject to audit by regulatory authorities. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. FASB ASC Topic 740, Income Taxes provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We recognize tax liabilities in accordance with ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Note 7 – SUBSEQUENT EVENTS On January 23, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with International CuMo Mining Corporation (“ICUMO”), an Idaho corporation. Pursuant to the terms of the Share Exchange Agreement, the Company’s issued 182,240,000 new shares of Idaho Copper’s common stock to the shareholders of ICUMO in exchange for the ICUMO shareholders transferring all the issued and outstanding shares of common stock of the ICUMO to Idaho Copper. As a result of this share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of Idaho Copper. F- 11