What changed in this filing

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Item 9A. Controls and Procedures

2024-05-15 compared with 2023-03-10 · 1129 added, 824 removed, 199 unchanged (91% of the section changed)

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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.

of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2024.

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.

primarily due to the lack of separation of duties due to a small staff, our senior management concluded that our disclosure controls

and procedures were not effective.

Report on Internal Control Over Financial Reporting

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reduce, though not eliminate, this risk.

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.

of January 31, 2024, management consisted of Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer)

and Robert Scannell, Chief Financial Officer (Principal Financial and Accounting Officer).

Current management assessed the

effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial

reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the

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

Based on that evaluation, we

believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the

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

This was due to deficiencies that existed in the design or

operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered

to be material weaknesses.

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

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

as of December 31, 2022.

as of January 31, 2024.

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

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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.

during the year ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

OTHER INFORMATION.

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Board of Directors

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:

The following table sets forth certain information as of the date of this

Annual Report concerning our directors and executive officers:

OF APPOINTMENT

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Chief Operating Officer, and Secretary

Vice President - Exploration

Moeller resigned in April 2024.

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

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

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

Rudofsky, age 61, has been our CEO since January 2022.

He has been working in upstream and midstream natural resources for over 30

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Credit Agricole Investment Bank and Alfa Group of Russia.

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

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

streaming, convertible debt, and royalties.

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

University School of Law.

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

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

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

Since January 2012, Mr.

Rudofsky has been a managing principal of Talex

Commodities Capital, Ltd., which works with private equity and debt providers, including family offices, to implement innovative

financing for the junior mining and oil & gas sectors, including streaming, convertible debt, and royalties.

He holds a Bachelor

of Arts degree from Clark University and a Juris Doctor degree from Emory University School of Law.

Brodkey, age 67, has been our COO since January 2022.

Prior to that,

from January, 2018 to December, 2021, he was the principal of Brodkey Executive Management Consulting, which was focused on the mining

He has more than 30 years of experience working with public companies in the mining and metals sector, including roles as VP,

General Counsel at Magma Copper;

VP of Business Development at BHP Copper;

of Pan American Lithium/First Potash Corp;

CEO of Zoro Mining Corp;

CEO of Pan American Lithium/First Potash Corp;

and CEO of Pacific Copper Corp.

He was also the Managing Director

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

and sales of mining projects.

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

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

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

(cum laude) from Creighton University.

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

Since 2015 he has been the Managing Partner of Feehan

Partners, LP, a private family office.

Previously he spent nine years at Merrill Lynch & Co.

as a Vice President of Institutional

Fixed-Income Sales.

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

in emerging markets, natural resources, and distressed assets.

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

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

and has been a Chartered Financial Analyst since 1993.

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

He has been instrumental in the development of the

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

He has over 35 years of experience

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

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

Previously, Mr.

Dykes spent 15 years as a project

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

He also played a major

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

analysis and computerization of an extensive historical database.

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

geological expertise to the mining and exploration community.

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

in Geological Engineering from Queen's University.

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

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

development, and regulatory infrastructure of mining projects in Idaho.

Since 2010 Dr.

Moeller has represented the Idaho Copper project

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

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

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

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

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

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

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

From 2005-2017 he was on the Adjunct

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

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

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

Lata was also appointed as the President, Treasurer

and Secretary of the Company.

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

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

From September 2017 until November 2019, Mr.

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

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 received a Bachelor

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

Creighton University.

Scannell, age 65, has been our Chief Financial Officer since January

Since March, 2015 he has been the Managing Partner of Feehan Partners, LP, a private family office.

Previously, from May 1986 to

March 1994, he served as a Vice President of Institutional Fixed-Income Sales at Merrill Lynch & Co.

Scannell founded Tradewinds

Investment Management, LP, which from 1994 to 2015 managed numerous funds investing in emerging markets, natural resources, and distressed

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.

in Certain Legal Proceedings

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a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,

the subject to, or a party to, any sanction or order, not subsequently reversed, 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

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Our Board of Directors currently acts as our nominating committee.

Director Independence

We do not currently have any independent directors.

We evaluate independence

by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which

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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.

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.

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.

Delinquent Section 16(a)

Section 16(a) of the Exchange

Act requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to

file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock.

Anyone required

to file such reports also need to provide us with copies of all Section 16(a) forms they file.

Based solely upon a review of (i) copies of the Section 16(a) filings received

during or with respect our fiscal year and (ii) certain written representations of our officers and directors, we believe that all filings

required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to our fiscal year were filed in a timely manner.

EXECUTIVE COMPENSATION.

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

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

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

The second summary is

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

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

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

in the 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.

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

Executive Compensation Table 2021-2022 – Pre-Closing

Jinghe Zhang President,

Chief Executive Officer

Raymond Lata, President,

Chief Executive Officer

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

Steven Rudofsky President,

Chief Executive Officer

Robert Scannell Treasurer,

Chief Financial Officer

Andrew Brodkey, Secretary,

Chief Operating Officer

Shaun Dykes, Vice President,

Exploration (2)

paid by ICUMO to Messrs.

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

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

Geologic Systems Ltd.

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

50% owned by his spouse.

Dykes Geologic Systems Ltd.

is the full legal name.

That company is also known as Geologic Systems Ltd.,

which is its trade name.

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

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

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

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

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

of June 30, 2022.

Option Exercises and Fiscal Year-End Option Value Table

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

executive officers named in the Executive Compensation Table.

Incentive Plan (“LTIP”) Awards Table

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

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

As stated above, the

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

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

on June 30, 2022.

Director Compensation Table 2022 – Pre-Closing

Steven Rudofsky (1)

President, Chief

Executive Officer

Robert Scannell (1)

Treasurer, Chief

Financial Officer

Andrew Brodkey (1)

Secretary, Chief

Operating Officer

Shaun Dykes (2)

Former Vice President

Jinghe Zhang (3)

President, Chief

Executive Officer

Ramon Lata (4)

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

Lata served without compensation

as a director until his resignation upon the Closing.

Director Compensation Table 2022 – Post-Closing

Trevor Burns (1)

Andrew Brodkey

Robert Scannell

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

President, Chief

Executive Officer

Appointed on January 23, 2023.

Resigned on March 27, 2023.

On February 3, 2022, Mr.

Zhang resigned all positions.

On February 3, 2022, Mr.

Lata was appointed.

On January 23, 2023, he resigned all positions.

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

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

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

with certain of them in the future.

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

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

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

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Rudofsky is entitled to severance of one

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

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

economic benefit plans that exist or may be implemented.

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

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

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Scannell is entitled to severance of one

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

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

economic benefit plans that exist or may be implemented.

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

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

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Scannell is entitled to severance of one

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

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

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

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

the year ended January 31, 2024, the Company did not have any employment agreements with its officers and directors.

Incentive Plan

Company currently has no compensation plans or arrangements and there were no awards granted for the year ended January 31, 2024.

following is a summary of the compensation paid to directors for the Company’s for the year ended January 31, 2024.

John Moeller (1) $

Moeller resigned in April 2024.

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.

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.

Rudofsky’s annual base compensation

is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Scannell and ICUMO entered into a Management Agreement

dated December 15, 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.

Scannell’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.

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.

Brodkey 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.

Brodkey’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

Brodkey’s agreement.

Company currently has no compensation plans or arrangements.

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

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

of Directors, Senior Officers, Executive Officers and Other Management

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

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

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of the end of the most recently completed fiscal

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

plans since our inception.

Security Beneficial Ownership Table

Beneficial ownership is determined in accordance

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

In accordance with SEC rules,

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

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

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

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

Subject to community property laws, where applicable,

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

as beneficially owned by them.

The following table sets forth information with

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

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

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

To the best knowledge of the

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

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

To the knowledge

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

Other than the Exchange,

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

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

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

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.

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

Beneficial Ownership Table

following table lists, as of May 15, 2024, the number of shares of common stock of our Company that are beneficially owned by (i) each

person or entity known to our Company to be the beneficial owner of more than 10% of the outstanding common stock;

(ii) each officer

and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common

stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’

concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of

a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment

power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission

rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial

owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole

voting and investment power.

percentages below are calculated based on 243,450,644 shares of our common stock issued and outstanding

as of April 22, 2024.

Except as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible

into shares of our common stock.

Unless otherwise indicated, the address of each person listed is c/o Idaho Copper Corporation, 800 W.

Main Street, Suite 1460, Boise, Idaho 83702.

the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power

with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement.

To our knowledge, there

is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result

in a change in control of the Company.

Name and Address of Beneficial Owner

Percentage of

Named Executive Officers and Directors

Robert Scannell – Director, Chief Financial Officer, and Treasurer

18,867,334 (2)

Ownership (1)

Steven Rudofsky - Chief Executive Officer and President (3)

22,093,334 (3)

Andrew Brodkey – Director, Chief Operating Officer, and Secretary

10,170,934 (4)

Shaun Dykes – Director, Vice President -Exploration

8,478,200 (5)

John Moeller – Director

2,680,000 (6)

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

5% Stockholders

Robert Scannell - Chief Financial Officer, Treasurer and Director (4)

Andrew Brodkey - Chief Operating Officer, Secretary and Director (5)

John Moeller – Former Director

Directors and Officers as a Group (4 persons)

5% Stockholders of a Class of Voting Stock

Multi-Metal Development Limited (6)

128,787,400 (7)

JHP Holdings Inc.

16,644,820 (8)

Elatam Family Trust (8)

35,443,000 (9)

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

Main St, Ste 1460 Boise, ID 83702.

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

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

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

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

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

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

Scannell could be deemed to beneficially own;

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

Scannell could be deemed to beneficially own.

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

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

(1) The number and percentage of shares beneficially

owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting

power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of stock

option or other right.

The persons named in the table have sole voting and investment power with respect to all shares of common stock

shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes

to this table.

(2) SEC Rule 13d-3 generally provides that beneficial

owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to

such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days.

Any securities not

outstanding which are subject to such options, warrants or conversion privilege exercisable within 60 days are treated as outstanding

for the purpose of computing the percentage of outstanding securities owned by that person.

Such securities are not treated as outstanding

for the purpose of computing the percentage of the class owned by any other person.

At the present time, there are no outstanding options

(3) Consists of:

(1) 18,813,626 shares of common stock

(2) 1,675,000 shares of common stock underlying the 2021 warrants held by Mr.

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

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

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

and (3) 1,666,667 shares

of common stock underlying the 2022 warrants held by Mr.

(4) Consists of:

(1) 8,588,918 shares of common stock

Scannell and 5,073,666 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) 2,680,000 shares of common stock underlying the 2021 warrants held by Mr.

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

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

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

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 (3) 2,666,667 shares

of common stock underlying the 2023 replacement warrants held by Mr.

(5) Consists of:

(1) 7,457,471 shares of common stock

(2) 1,098,800 shares of common stock underlying the 2021 warrants held by Mr.

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

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

Moeller holds pursuant to the 2022 Incentive Stock Options.

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

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

(6) Consists of 292,002 shares of common stock owned

Moeller, and 1,072,000 vested options that Dr.

Moeller holds pursuant to the 2022 Stock Incentive Options.

(7) Consists of:

(1) 121,468,700 shares of common

stock owned by Multi-Metal Development Limited (“MMD”);

and (2) 7,443,700 shares of common stock underlying the 2021 warrants

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.

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.

(“JHP”) holds a

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

As the shareholder and executive director of JHP, Mr.

Lata is the beneficial

owner of the shares of the Company held by JHP.

The address for JHP is 701 S.

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

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

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

As a director of the Elatam Family Trust, Mr.

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

CERTAIN RELATIONSHIPS, RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The following are transactions for the last two

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

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

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

Any director or executive officer;

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

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

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

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

Transaction with Crystal Globe

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

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

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

$119,070 in cash.

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

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

Transactions with Jinghe Zhang

During the year ended December 31, 2021, we received

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

Jinghe Zhang.

The loans due to him are for our daily operating activities

without interest charge and due on demand.

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

Jinghe Zhang to release the

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

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

for advances was $3,999.

Upon the resignation of Mr.

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

Zhang released the other from

any and all amounts then due.

Transactions with Joway Shengshi

Joway Shengshi was one of the Company’s

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

Jinghe Zhang owns 99% of the equity interest in Joway

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

our daily operating activities.

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

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

Transactions with JHP

On February 3, 2022, upon the consummation of

the transactions contemplated by the Purchase Agreement by and among the Company, Crystal Globe Limited and JHP, JHP purchased 16,644,820

shares of common stock of the Company from Crystal Globe.

The shares represented 83% of the issued and outstanding shares of the Company

on a fully diluted basis.

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

In connection with the acquisition of the 83% by

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

of the Company.

In connection with the transactions contemplated

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

JHP, the former controlling stockholder of the Company.

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

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

Other Related Party Transactions

Except as disclosed above, no executive officer,

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

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

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

Procedures for Approval of Related Party Transactions

Our Board is charged with reviewing and approving

all potential related party transactions.

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

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

PRINCIPAL ACCOUNTING FEES AND

For each fiscal year of 2022 and 2021, we incurred

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

Audit-Related Expenses

Audit-related expenses for 2022 and 2021 were

$0, respectively.

We incurred aggregate fees and expenses of $0

for each fiscal year of 2022 and 2021, respectively.

All Other Fees

We incurred other fees of $0 for each fiscal year

of 2022 and 2021.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

Since we did not have a formal audit committee,

our Board served as our audit committee.

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

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

Our Board has reviewed and discussed with HHC,

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

The Board also has discussed

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

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

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

Our Board has received and reviewed the written

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

and has discussed with HHC its independence from our company.

Our Board considered whether the provision of

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

Based on the review and discussions referred to

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

fiscal years for filing with the SEC.

EXHIBITS, FINANCIAL STATEMENT

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

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

(9) Consists of:

(1) 17,721,500 shares of common stock owned by the Elatam

Family Trust (“EFT”);

and (2) 17,721,500 shares of common stock underlying the 2021 warrants held by the EFT.

As a director

of the EFT, Mr.

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

The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

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

total assets at January 31, 2024 and 2023, and in which any of the following persons had or will have a direct or indirect material interest.

director or executive officer;

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

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

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

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

occurred or existed:

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

voting securities;

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

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

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

Related Party Transactions

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

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

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

for Approval of Related Party Transactions

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

All such related party transactions must then

be reported under applicable SEC rules.

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit-related

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

filed as part of this report.

Statements - see Item 8.

Financial Statements and Supplementary Data

Statement Schedules – None

statement schedules have been omitted either because they are not applicable, not required, or the information required to be

set forth therein is included in the financial statements or notes thereto.)

of Independent Registered Public Accounting Firm.

to Financial Statements.

exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International

CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference

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

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

1 unchanged sentence

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

Description of Capital Stock*

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

Certificate of Designation of the Series A Convertible Non-Voting Preferred Stock (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on January 17, 2024)

of Capital Stock*

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).

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).

2 unchanged sentences

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

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

January 27, 2023).

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

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

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

Group Inc.) and JHP Holdings, Inc.

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

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

Group Inc.) and JHP Holdings, Inc.

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).

Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020)

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

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

Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc.

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

6 unchanged sentences

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

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

List of Subsidiaries*

Management Agreement between International Cumo Mining Corporation and Robert W.

Scannell dated December 15, 2022.

Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022.

Management Agreement between International Cumo Mining Corporation and Andrew A.

Brodkey dated December 15, 2021.

Technical Advisory Agreement between Internation Cumo Mining Corporation and Mult-Metal Development Ltd.

dated March 31, 2023.

Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024.

of Subsidiaries*

Consent of Geologic Systems Ltd.

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

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

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

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

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

Certification

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

Certification

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

Certification

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

Certification

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

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

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

* Filed herewith

FORM 10–K SUMMARY

Pursuant to the requirements of Section 13

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

duly authorized.

March 10, 2023

IDAHO COPPER CORPORATION

/s/ Steven Rudofsky

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

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

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.

COPPER CORPORATION

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.

and Chief Executive Officer

Executive Officer)

Robert Scannell

1 unchanged sentence

Accounting and Financial Officer)

Shaun Dykes, Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Steven Rudofsky

Executive Officer and President (Principal Executive Officer)

Robert Scannell

Robert Scannell, Director

Brodkey, Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT

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

Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)

Andrew Brodkey

Operating Officer, Secretary and Director

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

2 unchanged sentences

subsequent to the filing of this form.

Report of Independent Registered Public Accounting

To the shareholders and the Board of Directors of

Idaho Copper Corporation (formerly known as Joway Health Industries

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

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

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

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

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

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.

Idaho Copper Incorporated

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of January 31, 2024, and 2023

Consolidated Statements of Operations for the years ended January 31, 2024, and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended January 31, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended January 31, 2024, and 2023

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Board of Directors and

Stockholders of Idaho Copper Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the Company) as of January 31, 2024 and the related

consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and consolidated statements

of cash flows for the period ended January 31, 2024, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31,

2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered recurring losses from operations and has not yet generated any revenues.

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

Management’s plans in regard to these

matters are also described in Note 2 to the financial statements.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

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.

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.

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

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

subjective, or complex judgments.

We determined that there ae no critical audit matters.

We have served as the Company’s auditor since

Forest Hills, New York

March 10, 2023

PCAOB ID # 5867

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.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Based Compensation

compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market

value of the award is measured at the grant date.

Corresponding expenses for employee and non-employee services are recognized over the

requisite service period, which is typically the vesting period.

identified management’s assumptions used in the Black Scholes Model as a critical audit matter.

Management made judgments to determine

the inputs used in the model.

Specifically, the inputs include Stock Price, Exercise Price, Estimated Term, Volatility, Annual Rate of

Quarterly Dividend and Risk-Free Rate.

Auditing the judgments made by management required a high degree of auditor judgment and an increased

extent of audit effort.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial

These procedures comprised of evaluating the Company’s assumptions used in the Black Scholes Model and reviewing the

calculations.

GreenGrowth CPAs

have served as the Company’s auditor since 2024.

Angeles, California

ID Number 6580

Vision Our Focus

Report of Independent Registered Public Accounting

Board of Directors and Shareholders

Idaho Copper Corporation

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Idaho Copper Corporation as of January 31, 2023, and the related consolidated

statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2023, and the 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 Idaho Copper Corporation as of January 31, 2023, and the results of its operations

and its cash flows for the year ended January 31, 2023, in conformity with accounting principles generally accepted in the United States

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

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

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these 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 Idaho Copper Corporation in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit 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.

Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit 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 entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit 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 audit 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 audit provide

a reasonable basis for our opinion.

Audit Matters

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 are no critical audit matters.

Turner, Stone & Company, L.L.P.

have served as Idaho Copper Corporation’s auditor since 2023.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Balance Sheet

Current assets

Receivable from related party

Prepaid expenses

Total current 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 AND STOCKHOLDERS’ DEFICIT

Current liabilities

Special dividend payable

Other payables

Due to related parties

Accounts payable and accrued expenses

Accrued expenses to related parties

Accrued interest, current portion

Total current liabilities

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

Non-current liabilities

Bond liabilities

Convertible notes payable, net of discounts

Accrued interest, non-current portion

Total non-current liabilities

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ deficit

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 23 and 0 shares issued and outstanding at January 31, 2024 and 2023, respectively

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 214,647,732 and 208,457,823 shares issued and outstanding at January 31, 2024 and 2023, respectively

Additional paid-in capital

Subscription receivable

Accumulated deficit

1 unchanged sentence

( 27,888,258 )

Total stockholders' equity

Total liabilities and stockholders' equity

accompanying notes are an integral part of these financial statements

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF OPERATIONS AND COMPREHENSIVE INCOME

For the Year ended

COST OF REVENUES

General and administrative expenses

Total stockholders’ deficit

( 6,060,609 )

( 4,620,577 )

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of the consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statement of Operations

the Years Ended January 31,

Operating expenses

LOSS FROM OPERATIONS

Other expenses

OTHER LOSS, NET

LOSS BEFORE INCOME TAXES

OTHER COMPREHENSIVE LOSS

COMPREHENSIVE LOSS

Professional fees

Payroll and related expenses

Stock-based stock compensation

Other general and administrative expenses

Total operating expenses

Operating loss

( 3,004,684 )

NET LOSS PER COMMON SHARE, BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

accompanying notes are an integral part of these financial statements

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF STOCKHOLDERS' EQUITY

BALANCE, December 31, 2020

( 4,152,885 )

Other income (expense)

Amortization of beneficial conversion feature

Amortization of debt discount

Gain on disposal of asset

Interest expense

Total other income (expense)

$ ( 3,712,047 )

Forgiveness of related party debts

BALANCE, December 31, 2021

$ ( 4,299,470 )

Basic and diluted net loss per common share

Basic and diluted weighted average common shares outstanding

accompanying notes are an integral part of the consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statements of Changes in Stockholders’ Deficit

the Years Ended January 31, 2024 and 2023

Preferred Stock

Balance, January 31, 2022

$ ( 8,547,688 )

Forgiveness of related party debts

BALANCE, December 31, 2022

$ ( 8,294,773 )

Common stock issued for ICUMO

Recapitalization

( 15,041,100 )

accompanying notes are an integral part of these financial statements

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

OF CASH FLOWS

For the Year ended

Common stock options issued for services

Issuance of warrants for common stock

Beneficial conversion feature on convertible notes payable

Net loss for the period ended January 31, 2023

( 4,299,470 )

Balance, January 31, 2023

$ ( 27,888,258 )

$ ( 4,620,577 )

Balance, January 31, 2023

$ ( 27,888,258 )

$ ( 4,620,577 )

$ ( 27,888,258 )

$ ( 4,620,577 )

Common stock issued for services

stock-based compensation

Warrants issued

Conversion of liabilities to common stock

Issuance of preferred stock and warrants for common stock

Net loss for the period ended January 31, 2024

( 3,712,047 )

Balance, January 31, 2024

$ ( 31,600,305 )

$ ( 6,060,609 )

$ ( 31,600,305 )

$ ( 6,060,609 )

accompanying notes are an integral part of these consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statements of Cash Flows

the Years Ended January 31,

Cash flows from operating activities:

Net loss from continuing operations

$ ( 3,712,047 )

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

Changes in operating assets and liabilities:

Other payables

$ ( 4,299,470 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Amortization of beneficial conversion feature

Amortization of debt discount

Convertible notes payable issued for expenses

Expenses paid by parent company

Change in assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Accrued expenses - related party

Accrued interest

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash received from disposal of subsidiary

Net cash provided by investing activities

Cash flows from financing activities:

Distribution of special dividend

Due to related parties

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH

Proceeds from convertible notes payable

Proceeds from sale of preferred stock

Proceeds from notes payable

Net cash provided by financing activities

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

accompanying notes are an integral part of these financial statements

IDAHO COPPER CORPORATION

(FORMERLY KNOWN AS JOWAY HEALTH INDUSTRIES GROUP

NOTES TO FINANCIAL STATEMENTS

Note 1 – ORGANIZATION

The financial statements include the

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

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

Idaho Copper was

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

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

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

As a result of

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

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

The share exchange transaction resulted in the shareholders of Dynamic Elite

acquiring a majority voting interest in Idaho Copper.

Generally accepted accounting principles in the United States of America require

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

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

at historical cost.

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

Dynamic Elite International Limited (referred

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

company (a BVI company).

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

Its wholly owned subsidiary,

Tianjin Junhe Management Consulting Co., Ltd.

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

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

Tianjin Junhe Management Consulting Co., Ltd.

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

Tianjin Joway Shengshi Group Co., Ltd.

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

Joway Shengshi was owned 99 % by Jinghe Zhang, the

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

Joway Shengshi engages in manufacturing and distributing tourmaline

products in China.

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.

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.

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.

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

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

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

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

As a result of the share acquisition, Shengtang Trading became

a wholly-owned subsidiary of Joway Shengshi.

On November 20, 2020, Idaho Copper entered into

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

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

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

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dynamic Elite (the “Merger”), with Dynamic

Elite continuing as the surviving corporation as a wholly-owned subsidiary of Parent.

The special committee of the Board of Directors

of the Company unanimously approved the Merger Agreement and the transactions contemplated thereby.

Pursuant to the terms of the Merger Agreement,

at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock

of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, were cancelled

and extinguished in consideration for $ 119,070 in cash (the “Merger Consideration”).

The Company distributed the Merger Consideration

to its shareholders (other than to Parent) in an amount equal to such shareholder’s proportionate share of the Merger Consideration

based on such shareholders’ percentage of the outstanding common stock of the Company.

In addition, the Company received a fairness

opinion from an investment banker opining that the Merger Consideration was fair, from a financial point of view, to the shareholders

of the Company.

As of December 31, 2020, the Effective Time of

the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding immediately which were held by the Company,

were cancelled for $ 119,070 in cash as Merger Consideration, or $ 0.45 per share.

In January 2021, the Company had received $119,070 from

Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represented

2,646,000 shares of our common stock.

Since the remaining 17,408,000 shares of our common stock was owned by Crystal Globe, the $0.045

per share payment for the 17,408,000 shares was offset and Crystal Globe did not receive any cash payment in connection with the Merger.

On December 31, 2020, upon the Company completed

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

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

On April 28, 2021, Idaho Copper entered into debt

release agreements with Mr.

Jinghe Zhang and Joway Shengshi Group Co., Ltd.

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

respectively.

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

Zhang and Joway Shengshi Group Co., Ltd.

from the Company

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

Going forward, the Company intends to seek, investigate

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

the Company’s stockholders.

On February 3, 2022,

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

Agreement”), by and among the Company, Crystal Globe Limited, a company incorporated under the laws of British Virgin Islands (the

“Seller”), and JHP Holdings, Inc., a Nevada corporation (the “Buyer”), pursuant to which the Buyer purchased 16,644,820

shares of common stock of the Company from the Seller.

On February 2, 2022,

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

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

Cash at beginning of period

Cash at end of period

Cash paid for interest

Cash paid for taxes

Non-cash investing and financing activities:

Conversion of liabilities into common stock

Beneficial conversion feature on convertible debt

accompanying notes are an integral part of these consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

to the Consolidated Financial Statements

1 – NATURE OF OPERATIONS

accompanying consolidated 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.”

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.

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 “RTO”), the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO

to the Company in exchange for 182,240,000 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.

For financial reporting

purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse merger”

and ICUMO is deemed to be the accounting acquirer in the transaction.

ICUMO is the acquirer for financial reporting purposes, and the

Company is the acquired company.

Consequently, the assets and liabilities and the operations that are reflected in the historical financial

statements prior to the acquisition are those of ICUMO.

Company continues to be a “smaller reporting company,” as defined under the Exchange Act of 1934, as amended (the “Exchange

Act”) following the Exchange, however, as a result of the Exchange, the Company has ceased to be a “shell company”

(as such term is defined in Rule 12b-2 under the Exchange Act).

is an exploration and development company with mineral right interests in the United States of America.

ICUMO was originally incorporated

under the laws of Nevada in 2005, as Mosquito Mining Corp.

In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo

Mining Corporation.

In early February 2023 the name was changed to Idaho Copper Corporation.

of Operations

Company is in the process of exploring its mineral rights 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

rights interests.

The ability of the Company to realize its investment in resource properties is contingent upon the resolution of the

uncertainties and confirmation of the Company’s title to the mineral properties.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America

(“US GAAP”) and has a year-end of January 31.

On March 9, 2023, the Company filed with the State of Nevada for a year-end

change from December 31 to January 31.

The consolidated financial statements are based on the balance sheets and statements

of operations of ICUMO on a post-merger basis.

of Consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances

and transactions have been eliminated in the consolidation.

The consolidated financial statements included herein, presented

in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations

and Going Concern

have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based

compensation, professional fees and our corporate general and administrative expenses.

On January 31, 2024, we had $ 30,146

Our net loss incurred for the year ended January 31, 2024 was $ 3,712,047

and the working capital deficit was $1,868,607

on January 31, 2024.

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.

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

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

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

The continuation of our company as a going concern

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

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

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

These financial statements do not include any adjustments to reflect the possible

future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from

the outcome of these uncertainties.

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

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

Note 3 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been

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

The Company’s

functional currency is USD.

Use of Estimates

The preparation of the financial

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

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

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

Management makes

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

Actual results could differ from those estimates.

Concentrations of Credit Risk

As a result of the consummation of the Merger,

as of December 31, 2020, the Company became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended

(the “Exchange Act”).

Going forward, our main business operations consist of seeking a business combination with a private

entity whose business would present an opportunity for its shareholders.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”)

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

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

as the following:

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

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

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

The carrying amounts reported in the balance sheets

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

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

ASC 825-10 “Financial Instruments” allows

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

The fair value option

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

If the fair value option is

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

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

Revenue Recognition

The Company recognizes revenue when control of

promised goods or services is transferred to the company’s customers, in an amount that reflects the consideration the Company expects

to be entitled to in exchange for those goods or services.

Prior to the Merger Agreement (as defined above),

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

and recognizes revenue upon shipment to the customer.

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

the price list is for franchisee customers or for non-franchisee customers.

Sales, value add and other taxes collected concurrent with

revenue-producing activities are excluded from revenue.

After the consummation of the Merger as of December

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

The Company accounts for income taxes in accordance

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

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

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

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

ASC 740 additionally requires the establishment of a

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

Realization of deferred tax assets is dependent upon

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

According to ASC 740, the evaluation of a tax

position is a two-step process.

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

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

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

the financial statements.

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

upon ultimate settlement.

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

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

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

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

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

Basic and Diluted Earnings per Share

The Company reports earnings per share in accordance

with FASB ASC 260 “Earnings per share”.

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

number of shares outstanding for the periods presented.

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

options or warrants were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, the Company’s

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

average market price during the period.

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

Recently Issued Accounting Pronouncements

No accounting standards that have been issued

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

on the Company’s financial statements upon adoption.

OTHER PAYABLES

As of December

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

The other payables mainly consist

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

Note 5 – RELATED PARTY TRANSACTIONS

Payables due to related parties consist of the following:

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

no specified repayment terms.

Transactions with Jinghe Zhang

During the years ended December 31, 2022 and 2021

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

Jinghe Zhang.

The loans due to him are for our

daily operating activities without interest charge and due on demand.

On April 28, 2021, the Company entered into an

agreement with Mr.

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

In January 2022, Mr.

Jinghe Zhang released

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

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

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

Transactions with Crystal Globe

On November 20, 2020, Idaho Copper entered into

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

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

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

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.

As a result, there is substantial doubt about our ability to continue as a going concern.

In the event that we

are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce

or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on

our business, operating results, financial condition and long-term prospects.

The Company expects to seek to obtain additional

funding through increased revenues and future financing.

There can be no assurance as to the availability or terms upon which such

financing and capital might be available.

The accompanying consolidated financial statements have been prepared assuming that the

Company will continue as a going concern.

preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated

financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from

those estimates.

is comprised of cash balances.

Cash is held at major financial institutions and is subject to credit risk to the extent that those balances

exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $ 250,000 .

From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits.

The Company utilizes

large banking institutions which it believes mitigates these risks.

Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,

and Certain Redeemable Financial Instruments .

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options

and other equity-based compensation issued to employees.

The value of the portion of an award that is ultimately expected to vest is

recognized as an expense over the requisite service periods using the straight-line attribution method.

Value of Financial Instruments

book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature

of these instruments.

The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)

and an entity’s own assumptions (unobservable inputs).

hierarchy consists of three levels

one — Quoted market prices in active markets for identical assets or liabilities;

two — Inputs other than level one inputs that are either directly or indirectly observable;

three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect

those assumptions that a market participant would use.

which category an asset or liability falls within the hierarchy requires significant judgment.

We evaluate our hierarchy disclosures

each quarter.

Loss Per Share

loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined

by FASB, ASC Topic 260, Earnings per Share .

Basic earnings per common share (“EPS”) calculations are determined by

dividing net income by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per common

share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents

The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.

Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes .

Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets

and liabilities and loss carryforwards and their respective tax bases.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those

temporary differences are expected to be recovered or settled.

effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change.

allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position

taken on an income tax return.

The Company has no liability for uncertain tax positions as of January 31, 2024.

Interest and penalties,

if any, related to unrecognized tax benefits would be recognized as interest expense.

The Company does not have any accrued interest

or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.

Issued and Adopted Accounting Pronouncements

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.

Company presents convertible debentures separately in its debt and equity components within the balance sheet.

The fair value

of a compound instrument at issuance is assigned to its respective debt and equity components.

The fair value of the debt component is

established first with the equity component being determined by the residual amount.

Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the

date in which they are granted.

Estimating fair values for share-based payment transactions requires determining the most appropriate

valuation model, which is dependent on the terms and conditions of the grant.

fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model,

which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants,

and future dividends.

Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model

and based on actual experience.

The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation

expense recorded in future periods.

Mineral Right Interests

Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral

right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized

over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired

or abandoned.

reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based

upon current exploration results and upon assessment of the probability of profitable exploitation of the rights.

An indication of impairment

includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor

planned, and if the entity has decided to discontinue exploration activity in a specific area.

Management’s assessment of the mineral

right’s fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area

as that of the rights under review.

include the cash consideration and the fair value of shares issued on the acquisition of mineral rights.

Rights acquired under option

or joint venture agreements, whereby payments are made at the sole discretion of the Company, are not accrued and are only recorded in

the accounts when the payments are made.

Proceeds from property option payments received by the Company are netted against the deferred

costs of the related mineral rights, with any excess being included in operations.

The application of the Company’s accounting policy for unproven mineral right interests requires judgment in

determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future

events or circumstances.

Estimates and assumptions may change if new information becomes available.

If, after expenditures are capitalized,

information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a

corresponding charge to profit or loss in the period in which the new information becomes available.

may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests.

the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers

or other undetected defects.

of Long-Lived Assets

Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with

the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment .

Long lived assets are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to

be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to

be generated by that asset.

If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge

is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration,

development, or ongoing production of a mineral property interest.

Such costs arising from the decommissioning of plant and other site

preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount

of the asset, as soon as the obligation to incur such costs arises.

Discount rates using a pre-tax rate that reflect the time value of

money are used to calculate the net present value.

These costs are charged against profit or loss over the economic life of the related

asset, through amortization using either the unit-of-production or straight-line method.

The related liability is adjusted for each period

for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying

cash flows needed to settle the obligation.

Costs for restoration of subsequent site damage which is created on an ongoing basis during

production are provided for at their net present values and charged against profits as extraction progresses.

As of January 31, 2024,

there are no costs as production has not yet commenced.

party transactions

are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject

to common control or significant common influence, related parties may be individuals or corporate entities.

A transaction is considered

to be a related party transaction when there is a transfer of resources or obligations between related parties.

Related party transactions

that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a

cost recovery basis.

Purchase Warrants

Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting

for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities

We determine the accounting classification of warrants we issue, as either liability or equity classified, by first

assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments

with Characteristics of both Liabilities and Equity , then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments

Indexed to, and Potentially Settled in, a Company’s Own Stock .

Under ASC 480, warrants are considered liability classified

if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets,

and warrants that must or may require settlement by issuing variable number of shares.

If warrants do not meet the liability classification

under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to

settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that

triggers the net cash settlement feature.

the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether

the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other US GAAP.

all such assessments, we conclude whether the warrants are classified as liability or equity.

Liability classified warrants require fair

value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the

statements of operations.

Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent

to the issuance date.

3 – RECLAMATION BONDS AND PROVISIONS

Bonds and Provisions

2016, the Company entered into a surety agreement that guarantees the reclamation bond on the CuMo Property.

In order to maintain the

good standing of this surety, the Company is required to make an annual payment of $ 8,340 .

The Company has a deposit of $ 100,000 (as

reflected in other assets on the balance sheet) for the reclamation bond which has a face value of $ 278,000 as determined by the United

States Department of Agriculture Forest Service.

security deposit is refundable when the Company completes the required reclamation clean-up costs.

the Company does not currently have any obligations related to significant reclamation activities it has recorded provisions

for estimated reclamation costs based on the assumption that the amounts of the reclamation bonds posted with government authorities

and the amount of the non-current deposit (surety deposit), approximate the best estimate of the net present value of expected future

reclamation costs that may need to be incurred by the Company.

estimated reclamation provision is comprised of deposits to the Bureau of Land Management, the United States Forest Service, the third-party

provider of the surety, and other agencies for the above properties.

4 – CONVERTIBLE NOTES

Company has $ 1,100,200 in convertible secured notes payable at January 31, 2024 as follows:

SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE

Steven Rudofsky

Feehan Partners, LP

The Jeffrey V.

Hembrock Revocable Trust

The Gaitonde Living Trust, Girish Gaitonde Trustee

Corey Redfield

PV Partners, LP

Patricia Czerniej

Jason Czerniej

Andrew Brodkey

Feehan Partners, LP

are debt discounts and beneficial conversion features on the above notes payable of $ 475,201 .

The Company amortizes the beneficial conversion feature over the life of the note payable using the straight-line method which it believes

approximates the effective interest method.

part of the issuance of replacement notes and warrants for the issued and outstanding convertible notes and warrants of ICUMO, the Company

recognized a loss on extinguishment of liabilities of approximately $ 1,774,000

during the year ended January 31, 2023.

amount is included within ‘stock-based compensation’ on the accompanying statement of operations.

The following are the inputs to the Black-Scholes

option pricing model used to estimate the value of the above warrants at issuance:

SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS

Exercise price

$ 0.15 – 0.23

Expected volatility (a)

Expected term (years)

Risk free rate

2.97 – 3.23 %

The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock for issuances during the year ended January 31, 2023.

5 – BOND LIABILITIES

Company has bond liabilities as of January 31, 2024, as follows:

OF BOND LIABILITIES

Principal Amount

Maturity Date

Yin Yin Silver Limited

Barry Swenson

Adair or Joanne Adair

2/15/2025 (a)

Joseph Swinford or Danielle Swinford

2/15/2025 (a)

Brandon Swain or Sierra Swain

2/15/2025 (a)

Scott Collins or Kendra Collins

2/15/2025 (a)

Carl Collins or Ellen Collins

2/15/2025 (a)

Elatam Group Ltd

Acepac Holdings

Robert & Joan Sweetman

Michael Swenson

Elizabeth Enoch

Stanton and Carol Stanton

September 25, 2023, these notes were extended from February 15, 2024, to February 15, 2025.

The extension was analyzed for modification

versus extinguishment and was determined to be a modification.

maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:

SCHEDULE OF MATURITIES OF THE BOND LIABILITIES

6 – RELATED PARTY TRANSACTIONS

March 31, 2023, the Company issued 879,628 shares of common stock to Brodkey ( 108,024 shares), Scannell ( 385,802 shares), Kolodner ( 192,901

shares), and Rudofsky ( 192,901 shares) in exchange for the conversion of accrued compensation of $ 18,000 , $ 62,500 , $ 31,250 , and $ 31,250 ,

respectively.

The shares were valued at fair value at $ 0.162 per share.

of January 31, 2024, the Company has accrued compensation of $ 370,135 for its officers as recorded in accrued expenses to related parties.

The Company compensated its officers $ 806,667 for the year ended January 31, 2024.

January 23, 2023, the Company issued convertible notes payable to the following:

Steven Rudofsky (“Rudofsky”), Chairman and

CEO, for $ 125,000 ;

Feehan Partners LP (“Feehan”), controlled by Robert Scannell, CFO and Director, for $ 87,334 and $ 112,666 ;

Andrew Brodkey (“Brodkey”).

COO and Director, for $ 98,000 ;

and Shaun Dykes (“Dykes”), former Vice President and

former Director, for $ 150,000 (issued to Dykes and related parties to Dykes).

March 22, 2023, Shaun Dykes resigned as Vice President and Director.

of January 31, 2024, the Company has payables of $ 54,611 to Brodkey.

7 – STOCKHOLDERS’ EQUITY

Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $ 0.001 .

January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for

an aggregate of 23 (“Units”) at a price of $12,000 per Unit.

Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock,

$0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500

common stock purchase warrants (the “Warrants”).

The rights and preferences of the Series A Preferred Stock,

include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 50,000

shares of the Company’s common stock, par value $ 0.001

par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting

Preferred Stock (the “Certificate of Designation”).

The Warrant holders have the right to exercise the Warrants for

years at an exercise price of $ 0.24

per share of Common Stock.

The Units were offered and sold in reliance upon exemptions from the registration requirements provided

by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.

has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion of the

Series A Preferred Stock, and upon the exercise of the Warrants.

The Company intends to utilize the net proceeds from the sale of

the Units in the Offering for working capital and general corporate purposes.

The warrants issued through January 31, 2024 had

a Black-Scholes fair value of $ 156,746

for the 1,125,000

warrants issued.

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS

Exercise price

Expected volatility

521 - 1,042 %

Expected term (years)

Risk free rate

4.05 – 4.45 %

of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding.

Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $ 0.001 .

January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1).

January 23, 2023, the Company issued 5,467,200 shares of common stock to Newbridge Securities and affiliates for investment banking services

related to the Company’s transaction with ICUMO.

The shares were valued at $ 0.15 per share or $ 820,080 .

January 23, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services.

The shares were valued

at $ 0.15 per share or $ 66,993 .

January 23, 2023, the Company issued 250,000 shares of common stock to David Lubin for consulting services.

The shares were valued at $ 0.15

per share or $ 37,500 .

March 31, 2023, the Company issued 879,628

shares of common stock to Brodkey ( 108,024

shares), Scannell ( 385,802

shares), Kolodner ( 192,901

shares), and Rudofsky ( 192,901

shares) in exchange for the conversion of accrued compensation of $ 18,000 ,

and $ 31,250 ,

respectively.

The shares were valued at $ 0.162

per share or $ 142,500 .

The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the

shares equaled the value of the liabilities extinguished.

August 19, 2023, the Company issued 3,844,073

shares of common stock to Brodkey ( 326,190

shares), Scannell ( 1,190,471

shares), Kolodner ( 595,236

shares), Rudofsky ( 595,236

shares), employees and consultants ( 1,136,940

shares) in exchange for the conversion of accrued compensation of $ 22,833 ,

and $ 79,585 ,

respectively.

The shares were valued at $ 0.07

per share or $ 269,085

based on the closing price of the Company’s stock on the grant date.

The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the shares equaled the value of

the liabilities extinguished.

On November 2, 2023, the Company

issued 1,466,208

shares of common stock for services and recognized stock-based compensation expense.

The shares were valued at $ 0.21

per share or $ 309,353

based on the closing price of the Company’s common stock on the grant date.

of January 31, 2024, the Company had 214,647,732 shares issued and outstanding.

January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the

Company, as consented by the parties.

The Company has 56,615,000

options issued to various officers, directors and employees, based on milestones.

As of January 31, 2024 and 2023, 22,646,000

and 11,323,000

options have vested, respectively.

The exercise price for the options is $ 0.125

and they expire on December

The Company recognized $ 1,324,731

during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these

The remaining additional compensation to be recognized as these options vest is approximately $ 757

thousand based on the current estimated probability of reaching the vesting milestones as of January 31, 2024.

The Company estimated the value of the

options using a Black-Scholes option pricing model with the following inputs:

OF ESTIMATED VALUE OF OPTIONS

Exercise price

Expected volatility(a)

111.10 % - 265.18 %

Expected term (years)

Risk free rate

(a) The Company derived expected volatility using the average volatility for

a sample of comparable companies due to the thinly traded nature of the Company’s stock.

The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s

common stock to a national exchange and (3) the successful raising of $5 million or more in new capital.

Each of these milestones vest

an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024.

reviews the estimate of meeting each probability as well as the related timing at each reporting period .

January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company,

as consented by the parties.

These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022.

January 31, 2024 and 2023, 41,540,000 warrants are outstanding.

The exercise price for the warrants are $ 0.15 and they expire on May

May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 warrants with an exercise price of $ 0.23 .

warrants expire on May 8, 2026 .

On August 14, 2023, November 13,

2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $ 216,000 , the Company

issued a combined 1,125,000

warrants with an exercise price of $ 0.24 .

The warrants expire three

years after issuance.

The Black-Scholes value for the warrants was $ 112,867 .

On November 17, 2023, as part of the

purchase of preferred stock in the amount of $ 24,000 , the Company issued 125,000

warrants with an exercise price of $ 0.24 .

The warrants expire on November

The Black-Scholes value for the warrants was $ 12,537 .

On December 8, 2023, as part of the

purchase of preferred stock in the amount of $ 24,000 , the Company issued 125,000

warrants with an exercise price of $ 0.24 .

The warrants expire on December

The Black-Scholes value for the warrants was $ 12,537 .

On December 8, 2023, as part of the

purchase of preferred stock in the amount of $ 12,000 , the Company issued 62,500

warrants with an exercise price of $ 0.24 .

The warrants expire on December

The Black-Scholes value for the warrants was $ 6,268 .

of January 31, 2024, the Company had 8,980,000 warrants

outstanding with an exercise price of $ 0.15 ,

which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants

outstanding with an exercise price of $ 0.23 (see

Note 4), which relate to the convertible notes

dated May 8, 2023, 41,540,000 warrants with an exercise price of $ 0.15 , which related to the RTO transaction (Note 1), and 1,125,000

warrants issued in connection with the sale of the Company’s Series A Convertible Non-Voting Preferred Stock (see above).

outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479 , respectively.

8 – COMMITMENTS AND CONTINGENCIES

Company is subject, from time to time, to claims by third parties under various legal disputes.

The defense of such claims, or any adverse

outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash

conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,

but which will only be resolved when one or more future events occur or fail to occur.

The Company’s management and its legal counsel

assess such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies

related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s

legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount

of relief sought or expected to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but

cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable

and material, would be disclosed.

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee

would be disclosed.

Prior to the RTO, the Company was subject to a lease agreement for a warehouse

which the Company may have defaulted on prior to the RTO.

The lessor was seeking past due rent and default interest associated with the

During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse

from the lessor.

The lessor and the Company are currently negotiating a potential amendment to the previous lease agreement which

would remedy any potential defaults under that agreement.

The revised lease agreement includes an additional amount of $ 158,943 to cure

the alleged default.

The scheduled payments of this amount is $ 100,000 having been paid during March 2024 and the remaining balance to

be paid monthly at $ 6,000 beginning May 1, 2024 and ending on February 1, 2025.

9 – INCOME TAXES

of January 31, 2024 and 2023, the Company has net operating loss carry forwards of $ 751,916 and $ 397,846 , respectively, which may be

available to reduce future years’ taxable income through 2043.

The Company’s net operating loss carry forwards may be subject

to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section

382 of the Internal Revenue Code.

Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying

the United States Federal tax rate of 21 % and state rate of 5 % to loss before taxes for fiscal years 2024 and 2023), as follows:

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME

January 31, 2024

January 31, 2023

Tax expense (benefit) at the statutory rate

$ ( 285,980 )

$ ( 321,337 )

State income taxes, net of federal income tax benefit

Change in valuation allowance

tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred

tax assets and liabilities.

tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates.

tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

January 31, 2024

January 31, 2023

Deferred tax assets:

Net operating loss carryforward

Timing differences

Total gross deferred tax assets

Deferred tax asset valuation allowance

Total net deferred taxes

assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal

of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

of the historical earnings history of the Company, the net deferred tax assets for 2024 and 2023 were fully offset by a 100% valuation

The valuation allowance for the remaining net deferred tax assets was $ 751,916 and $ 397,846 as of January 31, 2024 and 2023,

respectively.

10 – SUBSEQUENT EVENTS

Company has evaluated subsequent events from the consolidated balance sheet through the date of this filing and determined there

were no events to disclose or that require recognition in the accompanying consolidated financial statements than as stated below.

Between February and April 2024, we entered into

subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a

“Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the

Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the

“Units”), for a purchase price of $ 12,000 per Unit, for gross proceeds of $ 1,952,000 .

Each Unit consists of one (1) share of the Company’s Series A Convertible

Non-Voting Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock

purchase warrants (the “Warrants”).

Each share of Preferred Stock converts into

50,000 shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”).

The Warrant entitles the

holders to shares of Common Stock for three (3) years, at an exercise price of $ 0.24 per share.

In April 2024, holders of $ 1,099,200 par value of

Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common equity.

The conversion

price of the notes was $ 0.075 , resulting in the issuance of 12,848,116 common shares.

In April 2024, the officers of the company, Steven

Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price

of $ 0.125 and an expiration date of September 30, 2027.

All options were exercised on a cashless basis, resulting in the issuance of 3,385,000

shares per officer, or a total of 11,055,000 common shares.

Shaun Dykes, a geological consultant to the company,

also elected to exercise 5,360,000 vested stock options with a strike price of $ 0.125 and an expiration date of September 30, 2027.

options were exercised on a cashless basis, resulting in the issuance of 3,685,000 shares.

During April 2024, various warrant holders, including the Company’s

management, elected to exercise a total of 7,640,001 warrants with a strike price of $ 0.15 and expiration dates between December 10, 2027

and January 10, 2028.

The warrants were issued on a cashless basis, resulting in the issuance of 4,781,253 common shares.

Additionally, the Company issued 1,195,427 shares of common stock to various

individuals, including members of management, for services and the conversion of accrued payroll subsequent to January 31, 2024.

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 9A. Controls and Procedures