What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-05-15 compared with 2023-03-10 · 205 added, 116 removed, 38 unchanged (89% of the section changed)

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

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

in this prospectus.

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

Our actual results and

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

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

FORWARD-LOOKING

statements made in this Report may constitute “forward-looking statements on our current expectations and projections about future

events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual

results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied

by the forward-looking statements.

In some cases you can identify forward-looking statements by some words such as “may,”

“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,”

“plans,” “believes,” “estimates,” and similar expressions.

These statements are based on our current

beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties.

Although we believe that the expectations

reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking

statements whether as a result of new information, future events, or otherwise, other than as required by law.

In light of these assumptions,

risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary

significantly from those discussed in the forward-looking statements.

Overview and Recent Developments

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

However, for the fiscal year ended

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

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

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

On February 7, 2023, the Board and the holder

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

in accordance with the applicable provisions of Nevada law, the execution and filing of the Amendment with the Nevada Secretary of State,

to effect the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”.

On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, with immediate effect.

following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated

financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.

This discussion and analysis below include

forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section

that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various

Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the

We caution you to read the “Forward Looking Statements” section of our Annual Report.

of Operations

Ended December 31, 2022 Compared to Year Ended December 31, 2021

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

Operating expenses.

For the year ended

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

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

For the year ended December

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

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

Loss from operations.

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

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

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

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

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

Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated

financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.

Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily

reflect present or future values.

The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves

and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental,

regulatory, or other constraints.

Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral

right interests.

The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity

of the Company’s title to such properties.

determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and

qualitative factors, assessed in the context of the Company’s overall business and financial condition.

The Company concluded that,

as of the date of the filing of this Report, its sole material mining operation is the CuMo Project.

The Company will update its assessment

of individual material mines on an annual basis.

information relating to such sole material mining operation is contained in the technical report summary (“ TRS ”) relating

to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K.

Reference should be made to the

full text of the TRS, a copy of which was filed as Exhibit 96.1 to the Current Report on Form 8-K, dated January 27, 2023.

to Item 1302(b)(5) of Regulation S-K (17 C.F.R.

§229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M.

(Eng), P.Geo of Geologic Systems, Ltd.

Dykes is also serving as a technical advisor to the registrant.

Dykes meets the

qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.

CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining

In total, the project comprises approximately 2,640 acres.

The unpatented lode mining claims and patented claims are situated

in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo project in Boise County, Idaho,

acquired by the Company in the ICUMO transaction.

The CuMo project is a molybdenum-copper deposit that will be developed as an open pit

mining operation.

The estimate fair value of the assets was $23,919,754.

Exchange Transaction

As a result of the Exchange, which was consummated

January 23, 2023, we are no longer a shell company.

However, for the fiscal year ended as of December 31, 2022, we were a shell company

and did not generate any revenues.

The Report of our independent registered public accountants on our financial

statements for the year ended January 31, 2024 states that these conditions, among others, raise substantial doubt about our ability to

continue as a going concern.

of Operations

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended January 31, 2024, and 2023, and related management discussion

consolidated financial statements are stated in U.S.

Dollars and are prepared in accordance with US GAAP.

the Year Ended January 31, 2024 Compared to the Year Ended January 31, 2023

The Company did not have revenues for the year ended January 31, 2024 or

January 31, 2023.

Company had operating expenses of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January

31, 2023, comprised of the following categories:

Professional fees

Payroll and related expenses

Stock-based stock compensation

Other general and administrative

Professional fees increased due to increases in costs associated with being

a fully reporting public company.

Payroll and related expenses decreased due to cash salary reductions associated with our officers during

as compared to the prior period.

Stock-based compensation decreased due to a reduction in equity-based compensation as management continues

to work to reduce dilution of existing shareholders.

Additionally, the prior year amount included $1.7 million of expense related to costs

associated with the issuance of warrants associated with the extinguishment of ICUMO debt which was replaced by debt and warrants of the

General and administrative costs increased due to increased in the Company’s activity generally as it continues to seek

the development of its existing mining claims.

from operations

Company had a loss from operations of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January

Income / Expenses

Company had $707,363 in other expenses for the year ended January 31, 2024, compared to net expenses of $146,585 for the year ended

January 31, 2023.

Company had a net loss of $3,712,047 for the year ended January 31, 2024, compared to $4,299,470 for the year ended January 31, 2023.

and Capital Resources

of December 31, 2022, we had current assets of $0, we had liabilities of $177,761, and our working capital deficit was $177,761.

We anticipate

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

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

First, our sole officer did not draw

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

and director.

of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was

We do not have sufficient resources to effectuate our business.

We expect to incur expenses without revenues during the

next twelve months of operations.

We estimate that these expenses will be comprised primarily of general expenses including

overhead, legal and accounting fees.

To maintain our plan of growth, we need to raise a minimum of an additional $750,000.

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

will have to raise funds to pay for our expenses.

We may have to borrow money from shareholders or issue debt or equity or enter into

a strategic arrangement with a third party.

There can be no assurance that additional capital will be available to us.

We currently have

no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact

on our ability to remain a viable company.

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

will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”),

which contemplates our continuation as a going concern.

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

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

These factors raise substantial doubt about our

ability to continue operating as a going concern.

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

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

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

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

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

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

an increase in other payables of $51,709.

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

For the year ended December 31, 2021, we

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

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

For the year ended December 31, 2021, we reported

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

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

the year ended January 31, 2024, net cash used in operating activities was $868,427 compared to $147,574 for the year ended January 31,

the years ended January 31, 2024, and 2023, we reported no cash provided by our investing activities.

the year ended January 31, 2024, we had cash provided by financing activities of $467,200, related to proceeds from convertible notes

payable and the sale of preferred stock.

For the year ended January 31, 2023, we had cash provided by financing activities of $361,000,

related to proceeds from notes payable.

Accounting Policies

11 unchanged sentences

Actual results could differ from those estimates made by management.

financial statements have been prepared in conformity GAAP, which contemplates our continuation as a going concern.

The Company has no

revenue since January 1, 2020 and has incurred losses to date of approximately $7.4 million.

In addition, the Company’s current

liabilities exceed its current assets by $177,761.

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

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

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

These factors

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

The Company’s ability to continue

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

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

financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern.

has no revenue and has incurred losses to date of $31,600,305.

In addition, the Company’s current liabilities

exceed its current assets by $1,868,607.

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

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

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

These factors raise substantial

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

The Company’s ability to continue our operations

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

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

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

17 unchanged sentences

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

We incurred net losses of approximately $74,708

for the year ended December 31, 2022.

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

as of December 31, 2022.

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

continuation of us as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders

or external financing.

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

funds to sustain the operations.

These financial statements do not include any

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

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

We believe that the actions presently being taken to obtain additional

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

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

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

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

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

Sales prices are based on fixed

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

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

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

December 31, 2021.

Accounting Pronouncements

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.

incurred net losses of $3,712,047 for the year ended January 31, 2024.

We had an accumulated deficit of $31,600,305 and working capital

deficit of $1,868,607 as of January 31, 2024.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from

its stockholders or external financing.

There can be no assurances to that effect, nor assurance that we will be successful in securing

sufficient funds to sustain the operations.

financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of

assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties.

We believe that the

actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company

to continue as a going concern.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial

statements and the reported amount of revenues and expenses during the reporting period.

Actual results may differ from those estimates.

Stage Company

accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting

and reporting by exploration stage companies.

An exploration stage company is one in which planned principal operations have not commenced

or if its operations have commenced, there has been no significant revenues there from.

and Equipment

and equipment are stated at cost, net of accumulated depreciation.

Major improvements and betterments are capitalized.

Maintenance and

repairs are expensed as incurred.

Depreciation is computed using the straight-line method over the estimated useful life.

of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and

any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

processing plant and other machinery are depreciated over an estimated useful life of ten years;

vehicles are depreciated over an estimated

life of five years;

and computer and other office equipment over an estimated useful life of five years.

of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

Mineral property acquisition costs,

including licenses and lease payments, are capitalized.

Although we have taken steps to verify title to mineral properties in which it

has an interest, these procedures do not guarantee our rights.

Such properties may be subject to prior agreements or transfers and title

may be affected by undetected defects.

losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows

estimated to be generated by those assets are less than the assets’ carrying amount.

As of January 31, 2024, we did not recognize

any impairment losses related to mineral properties held.

of Intangible Assets with Indefinite Useful Lives

account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill

and Other (“ASC 350”).

ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead

be evaluated for impairment at least annually.

On an annual basis, in the fourth quarter of the fiscal year, we review our intangible

assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events

or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount.

determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible

asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow.

if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible

Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,

overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups.

applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making

other assumptions.

Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for

each indefinite-lived intangible asset.

of Long-Lived Assets

long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes

in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances

are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered

through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets,

we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of

are reported at the lower of the carrying amount or the fair value less costs to sell.

Recently Adopted Accounting Policies

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and

Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for convertible Instruments and

Contracts in an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with

characteristics of liabilities and equity.

This ASU significantly changes the guidance on the issuer’s accounting for

convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that

fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants with require

liability treatment.

ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning

after December 15, 2023.

The Company is still considering the effect of this.

does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on

the Company’s present or future financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis