What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-04-22 · 710 added, 413 removed, 913 unchanged (55% of the section changed)

7 unchanged sentences

required disclosure.

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

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 January 31, 2025.

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,

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.

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Andrew Brodkey, 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 January 31, 2026.

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, 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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following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers:

OF APPOINTMENT

Chief Financial Officer, and Treasurer

Chief Executive Officer, Chief Operating Officer, and Secretary

and Former Chief Executive Officer and President

Moeller resigned in April 2024.

Rudofsky resigned as Chief Executive Officer and President in July 2024.

Brodkey was Chief Operating Officer until July 2024 when he also became the Chief Executive Officer.

Andrew Brodkey

Director, Chief Executive

Officer, President, Chief Operating Officer and Secretary

Robert Scannell

Director, Chief Financial

Officer and Treasurer

Steven Rudofsky

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:

Brodkey has been our Chief Executive Officer and President since July 2024.

He has been our Chief Operating Officer since January 2022.

Prior to that, since January 2018, he has been 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;

Brodkey has been our Chief Executive Officer, President and Secretary since July 2024.

He has been our Chief Operating Officer since

January 2022 and our director since January 2023.

Prior to that, since January 2018, he has been the principal of Brodkey Executive Management Consulting, which was

focused on the mining sector.

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

including roles as VP, General Counsel at Magma Copper;

VP of Business Development at BHP Copper;

CEO of Pan American Lithium/First Potash Corp;

CEO of Pan American Lithium/First

CEO of Zoro Mining Corp;

CEO of Titan Iron Ore 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 holds 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.

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 holds 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.

Brodkey’s experience in the mining industry qualifies him to serve on our board of directors.

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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.

should be addressed in writing to Idaho Copper Corporation, 800 W.

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

in Risk Oversight

board is primarily responsible for overseeing our risk management processes.

The board receives and reviews periodic reports from management,

auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks.

The board focuses on

the most significant risks facing our company and our company’s general risk management strategy and also ensures that risks undertaken

by our company are consistent with the board’s appetite for risk.

While the board oversees our Company’s risk management,

management is responsible for day-to-day risk management processes.

We believe this division of responsibilities is the most effective

approach for addressing the risks facing our company and that our board leadership structure supports this approach.

EXECUTIVE COMPENSATION.

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Andrew Brodkey (1)(3)

Secretary, Chief

Executive Officer

Shaun Dykes (2)

Former Vice President

Appointed on January 23, 2023.

President, Chief Executive Officer, Chief Operating Officer

Secretary, and

Appointed on January 23, 2023.

Resigned on March 27, 2023.

Appointed on January 23, 2023.

Resigned as Chief Executive Officer on July 15, 2024.

Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and

Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and President.

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

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Brodkey is entitled to severance

of one (1) month’s 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.

of one (1) month’s 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 was $265,000 through May 1, 2024, at which time it was increased

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Rudofsky is entitled to severance of one

(1) month’s 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’

(1) month’s 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 resigned as the company’s CEO on July 15, 2024.

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Company currently has no compensation plans or arrangements and there were no awards granted for the year ended January 31, 2026.

following is a summary of the compensation paid to directors for the Company’s for the year ended January 31, 2025:

John Moeller (1)

Steven Rudofsky

Moeller resigned in April 2024.

the year ended January 31, 2026, no compensation has been paid to our directors in consideration for their services rendered in their

capacities as directors.

of Directors, Senior Officers, Executive Officers and Other Management

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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

following table lists, as of March 17, 2026, 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;

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voting and investment power.

percentages below are calculated based on 261,463,225 shares of our common stock issued and outstanding as of April 22, 2025.

as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible into shares of our common

percentages below are calculated based on 13,938,917 shares of our common stock issued and outstanding as of March 17, 2026.

disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible into shares of our common

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

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

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

John Moeller – Former Director (6)

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

Steven Rudofsky – Director and Former Chief Executive Officer and President (3)

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(1) 1,017,113 shares of common stock owned by Mr.

(2) 1,175,000 shares of common stock underlying the 2021 warrants

and (3) 1,675,000 shares of common stock underlying the 2022 warrants held by Mr.

and (2) 42,083 shares of common stock underlying the 2021 warrants

(1) 443,799 shares of common stock owned by Mr.

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Scannell could be deemed to beneficially own;

and (3) 2,680,000 shares of common stock underlying the 2023 replacement warrants held by Mr.

402,000 shares of common stock underlying the options held by Mr.

and (4) 10,000 shares underlying the 2025 warrants held by

(1) 556,442 shares of common stock owned by Mr.

(2) 54,940 shares of common stock underlying the 2021 warrants

(3) 1,313,200 shares of common stock underlying the 2023 replacement

warrants held by Mr.

(3) 402,000 shares of common stock underlying the options held by Mr.

Consists of 33,333 shares of common stock owned by Dr.

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(“JHP”) holds a total of 832,235 shares of the Company’s common stock.

As the shareholder and

executive director of JHP, Mr.

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.

Street, Suite 200, Carson City, NV 89701.

Carson Street,

Suite 200, Carson City, NV 89701.

(1) 886,075 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.

and (2) 886,075 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 shares.

Mohammad Elatam had voting and dispositive power over

these shares and may be deemed to be the beneficial owner of such shares.

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

3075, Australia.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

April 3, 2024, the officers of the Company, Mr.

Rudofsky, Mr.

Brodkey, and Mr.

Scannell each elected to exercise 268,000 vested stock

options with a strike price of $3.00 and an expiration date of September 30, 2027.

All options were exercised on a cashless basis, resulting

in the issuance of 169,250 shares per officer, or a total of 507,750 shares of common stock.

April 4, 2024, Feehan and Mr.

Brodkey executed cashless conversion of 133,333 warrants and 65,333 warrants, respectively, into 83,334

and 40,833 shares of common stock, respectively.

April 5, 2024, Mr.

Rudofsky, Feehan, Mr.

Brodkey, and Mr.

Dykes converted notes payable of $125,000, $200,000, $98,000, and $30,000,

respectively, into 83,333, 33,333, 65,333, and 20,000 shares of common stock, respectively.

April 8, 2024, Mr.

Rudofsky executed cashless conversion of 83,333 warrants into 52,083 shares of common stock.

May 1, 2024, Mr.

Rudofsky, Mr.

Brodkey, and Mr.

Scannell each elected to convert accrued compensation of $31,250, $17,500, and $62,500,

respectively, into 9,766, 5,469, and 19, shares of common stock, respectively.

August 2, 2024, Mr.

Rudofsky, and Mr.

Scannell each elected to convert accrued compensation of $42,500, $31,250, and $87,500,

respectively, into 8,500, 6,250 and 17,500 shares of common stock, respectively.

September 25, 2024, the Company issued stock incentives to:

Brodkey 128,500 shares valued at $565,400:

Scannell 125,000 shares

valued at $550,000, and;

Rudofsky 6,250 shares valued at $27,500.

October 28, 2024, the Company issued a secured promissory note for $25,000 to Feehan, the Company’s chief financial officer and

The note accrues interest at 10% and is due on October 28, 2025.

November 4, 2024, the Company issued a secured promissory note for $25,000 to Feehan.

The note accrues interest at 10% and is due on

November 4, 2025.

November 5, 2024, Mr.

Brodkey and Mr.

Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 9,659 and 19,886

shares of common stock, respectively.

November 5, 2024, Mr.

Rudofsky exercised 25,000 warrants at $3.00 for $75,000.

November 20, 2024, the Company issued a secured promissory note for $25,000 to Feehan.

The note accrues interest at 10% and is due on

November 20, 2025.

December 3, 2024, the Company issued a secured promissory note for $25,000 to Feehan.

The note accrues interest at 10% and is due on

December 3, 2025.

January 31, 2025, Mr.

Brodkey and Mr.

Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 5,339 and 10,992

shares of common stock, respectively.

January 31, 2025, Mr.

Brodkey and Mr.

Scannell each elected to convert accrued compensation of $55,000 and $62,500, respectively, into

6,910 and 7,852 shares of common stock, respectively.

April 30, 2025, Mr.

Brodkey and Mr.

Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 7,083 and 14,583

shares of common stock, respectively.

July 31, 2025, Mr.

Brodkey and Mr.

Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 6,071 and 12,500

shares of common stock, respectively.

August 10, 2025, the Company issued Mr.

Scannell 9,000 warrants for common stock in conjunction with loans by Feehan for $180,000.

August 18, 2025, Mr.

Rudofsky exercised warrants for 8,333 shares at$3.00 for $25,000.

December 1, 2025, the Company issued a promissory note for $2,000 to Feehan.

The note is due on April 30, 2026.

December 11, 2025, the Company issued a promissory note for $5,000 to Feehan.

The note is due on April 30, 2026.

December 23, 2025, Mr.

Rudofsky exercised 8,333 warrants for 8,333 shares of common stock at an exercise price of $3.00.

January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 5,445 and 12,284 shares of

common stock, respectively.

Additionally, other parties converted $51,667 of accrued compensation into 8,575 shares of common stock.

The conversion rate was $7.10 per share.

Related Party Transactions

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behalf by the undersigned, thereunto duly authorized.

April 22, 2025

March 17, 2026

COPPER CORPORATION

8 unchanged sentences

Andrew Brodkey

Executive Officer and President (Principal Executive Officer)

Executive Officer, President, Secretary and Director (Principal Executive Officer)

Robert Scannell

6 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of January 31, 2026, and 2025

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Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Copper Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the “Company”) as of January 31, 2025,

and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January

31, 2025, 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 the Company as of January 31, 2025, 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 audit.

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.

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.

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

As part 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 Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Idaho Copper Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Idaho Copper

Corporation (the “Company”) as of January 31, 2026, and 2025, and the related consolidated statements of operations, changes

in stockholders’ deficit, and cash flows for the years ended January 31, 2026, and 2025, 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 the Company as of January 31, 2026, and 2025, and the results of its operations and its cash flows for the years then ended, in conformity

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

The accompanying financial statements have been prepared assuming that

the entity will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses

from operations and has not yet generated any revenues.

This 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.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

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 provides

a reasonable basis for our 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.

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.

Critical audit matters are matters arising from the current period audit

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

(1) relate to accounts

or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Novogradac & Company LLP

Novogradac & Company LLP

& Company LLP

have served as the Company’s auditor since 2025.

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.

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.

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.

have served as the Company’s auditor since 2024.

Angeles, California

ID Number 6580

We have served as the Company’s auditor since 2025.

Plantation, Florida

March 17, 2026

IDAHO COPPER CORPORATION

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Right of use asset

CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable and accrued expenses

Accrued expenses to related parties

Accounts payable and accrued expenses to related parties

Accounts payable and accrued expenses

Accrued interest, current portion

Notes payable, net of discounts

Notes payable to related party

Notes payable

Lease liability

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Bond liabilities, non-current portion

Convertible notes payable, net of discounts

Accrued interest, non-current portion

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Additional paid-in capital

Subscription receivable

Accumulated deficit

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Total liabilities and stockholders’ deficit

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

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

IDAHO COPPER CORPORATION

Consolidated Statement of Operations

For the Years Ended January 31,

the Years Ended January 31,

Operating expenses

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Other income (expense)

Amortization of beneficial conversion feature

Amortization of debt discount

1 unchanged sentence

Interest expense

Total other income (expense)

Total other income (expense), net

( 3,074,964 )

2 unchanged sentences

Basic and diluted weighted average common shares outstanding

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

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

IDAHO COPPER CORPORATION

5 unchanged sentences

$ ( 6,060,609 )

Common stock issued for services

Recording replacement options for RTO

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 )

Balance, January 31, 2024

$ ( 31,600,305 )

$ ( 6,060,609 )

Adoption of ASU 2020-06

$ ( 31,600,305 )

$ ( 6,060,609 )

Sale of preferred stock

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Stock-based compensation

Costs related to sale of preferred stock

Costs related to the sale of preferred stock

Net loss for the period ended January 31, 2025

1 unchanged sentence

( 5,137,332 )

Balance, January 31, 2025

$ ( 37,142,942 )

3 unchanged sentences

$ ( 5,168,954 )

Stock-based compensation

Exercise of warrants

Conversion of preferred stock into common stock

Issuance of warrants as compensation

Issuance of common stock as financing incentive

Issuance of warrants as financing incentive

Reverse split round up

Net loss for the period ended January 31, 2026

( 3,074,964 )

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

Balance, January 31, 2026

$ ( 40,217,906 )

$ ( 6,454,335 )

The accompanying notes

are an integral part of these consolidated financial statements.

IDAHO COPPER CORPORATION

6 unchanged sentences

Stock-based compensation

Amortization of beneficial conversion feature

Amortization of debt discount

1 unchanged sentence

Prepaid expenses

Other receivable

Accounts payable and accrued expenses

Accrued expenses - related party

Accounts payable and accrued expenses - related party

Accrued interest

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Cash flows from financing activities:

Proceeds from convertible notes payable

Proceeds from note payable

Proceeds from notes payable to related party

Repayment of debenture

2 unchanged sentences

Net cash provided by financing activities

Net change in cash

Net (decrease) increase in cash

Cash at beginning of period

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COPPER CORPORATION

Joway Health Industries Group Inc.)

to the Consolidated Financial Statements

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our corporate general and administrative expenses.

On January 31, 2025, we had $ 100,678 in cash.

Our net loss incurred for the year ended

January 31, 2025, was $ 5,137,332 and the working capital deficit was $ 1,875,118 on January 31, 2025.

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

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 condensed consolidated

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

On January 31, 2026, we had $ 24,274

Our net loss incurred for the year ended January 31,

2026, was $ 3,074,964 and

the working capital deficit was $ 4,586,051 on

January 31, 2026.

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 condensed consolidated financial statements have been prepared assuming that the Company will continue

as a going concern.

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

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As of January 31,

2025, the Company’s cash balance did no t exceed the insurance limits.

2026, the Company’s cash balance did not exceed the insurance limits.

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

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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, 2025.

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

Issued and Adopted Accounting Pronouncements

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to the opening balance of its accumulated deficit in the amount of $ 405,305 .

November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (“ASU 2024-03”).

ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses

and provide more detailed information to investors about the types in commonly presented expense captions.

The guidance is effective

for annual periods beginning after December 15, 2026, and quarterly periods beginning after December 31, 2027, and can be adopted prospectively

to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the

financial statements.

The Company is currently evaluating the potential impact of this guidance on its financial statements.

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

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

As of January 31, 2025,

As of October 31, 2025,

there are no costs as production has not yet commenced.

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

4 – CONVERTIBLE NOTES AND NOTES PAYABLE

3 – NOTES PAYABLE

Company has $ 0 and $ 1,100,200 in convertible secured notes payable at January 31, 2025 and 2024, respectively.

The balances as of January

31, 2024, were 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

replacement notes and new warrants are secured by mining claims and rights of the CuMo Project.

of January 31, 2024, there were debt discounts and beneficial conversion features on the above notes payable of $ 476,201 .

derecognized the unamortized beneficial conversion feature upon its adoption of ASU 2020-06 as described in Note 1.

April 5, 2024, holders of $ 1,100,200 par value of Convertible Secured Notes issued between December 2022 and May 2023 elected to convert

those notes to common stock under contract terms.

As a result, we issued 12,848,117 shares of common stock to the respective holders.

October 28, 2024, the Company issued a secured promissory note for $ 25,000

to Feehan Partners, LP (“Feehan”), a company controlled by Robert Scannell, the Company’s chief financial

officer and director.

The note accrues interest at 10 %

and is due on October 28, 2025.

November 4, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 4, 2025.

November 20, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 20, 2025.

December 3, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

December 3, 2025.

to Feehan Partners, LP (“Feehan”), a company controlled by Robert Scannell (“Scannell”), the Company’s

chief financial officer and director.

The note is non-interest bearing is due on October

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

November 4, 2024, the Company issued a secured promissory note for $ 25,000

The note is non-interest bearing and is due on November

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

November 20, 2024, the Company issued a secured promissory note for $ 25,000

The note is non-interest bearing and is due on November

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 3, 2024, the Company issued a secured promissory note for $ 25,000

The note is non-interest bearing and is due on December

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

April 15, 2025, the Company issued a secured promissory note for $ 25,000

The note is non-interest bearing and is due on April

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

June 30, 2025, the Company issued a secured promissory note for $ 40,000

The note is non-interest bearing and is due on October

On July 31, 2025, Feehan extended the due date for the note to April

After the due date, if unpaid, the note accrues interest at 10 %.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

August 5, 2025, the Company issued a promissory note for $ 15,000 to Feehan.

The note is non-interest bearing and is due on April 30,

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

August 12, 2025, the Company issued a promissory note for $ 25,000 to Gil Atzmon.

The note bears interest of 7.5 % and matures on February

The promissory note is in default as of March 1, 2026 (see Note 10).

August 12, 2025, the Company issued a promissory note for $ 25,000 to Jon Powell.

The note bears interest of 7.5 % and matures on February

The promissory note is in default as of March 1, 2026 (see Note 10).

September 25, 2025, the Company issued a promissory note for $ 5,000 to Feehan.

The note is non-interest bearing and is due on April 30,

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

October 14, 2025, the Company issued a promissory note for $ 15,000 to Feehan.

The note is non-interest bearing and is due on April 30,

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

October 31, 2025, the Company issued a promissory note for $ 2,000 to Feehan.

The note is non-interest bearing and is due on February

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 1, 2025, the Company issued a promissory note for $ 2,000 to Feehan.

The note is non-interest bearing, is due on April 30, 2026.

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 11, 2025, the Company issued a promissory note for $ 5,000

The note is non-interest bearing, is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 22, 2025, the Company issued a promissory note for $ 50,000

to Girish Gaitonde (“Gaitonde”).

In addition, the Company issued Gaitonde a stock purchase warrant to acquire 6,667

shares of common stock of the Company at an exercise price of $ 7.50

with an expiration date of December

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are

allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants

themselves at the time of issuance.

The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in

The remainder of the proceeds are allocated to the debt instrument portion of the transaction.

The fair value of the

warrants issued to Gaitonde was $ 33,335 .

Therefore, the Company recorded debt discount of $ 18,492

related to the warrants relative fair value issued to Gaitonde, which was amortized into interest expense over the term of the

convertible promissory note agreement.

For the year ended January 31, 2026, amortization of debt discount related to this note

payable amounted to $ 10,878 ,

which has been included in interest expense on the accompanying consolidated statements of operations.

The note bears interest at 7.5 %

and is due on February

The promissory note is in default as of March 1, 2026 (see Note 10).

December 22, 2025, the Company issued a promissory note for $ 25,000

to Tomasa Zwicke (“Zwicke”).

In addition, the Company issued Zwicke a stock purchase warrant to acquire 6,667

shares of common stock of the Company at an exercise price of $ 7.50

with an expiration date of December

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are

allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants

themselves at the time of issuance.

The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in

The remainder of the proceeds are allocated to the debt instrument portion of the transaction.

The fair value of the

warrants issued to Zwicke was $ 16,665 .

Therefore, the Company recorded debt discount of $ 9,245

related to the warrants relative fair value issued to Zwicke, which was amortized into interest expense over the term of the

convertible promissory note agreement.

For the year ended January 31, 2026, amortization of debt discount related to this note

payable amounted to $ 5,438 ,

which has been included in interest expense on the accompanying consolidated statements of operations.

The note bears interest at 7.5 %

and is due on February

The promissory note is in default as of March 1, 2026 (see Note 10).

January 15, 2026, the Company issued a promissory note for $ 100,000

to PV Partners, LP (“PV Partners”).

In addition, the Company issued PV Partners 13,333

shares of common stock of the Company.

The note bears interest at 10.5 %

and is due on February

The promissory note is in default as of March 1, 2026 (see Note 10).

January 16, 2026, the Company issued a promissory note for $ 50,000

to Jeff Hembrock (“Hembrock”).

In addition, the Company issued Hembrock 6,666

shares of common stock of the Company.

The note bears interest at 7.5 %,

is due on February

The promissory note is in default as of February 14, 2026 (see Note 10).

January 16, 2026, the Company issued a promissory note for $ 30,000 to Gil Atzmon (“Atzmon”).

In addition, the Company issued

Atzmon a stock purchase warrant to acquire 6,667 shares of common stock of the Company at an exercise price of $ 7.50 with an expiration

date of December 22, 2028 .

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants

are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves

at the time of issuance.

The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital.

remainder of the proceeds are allocated to the debt instrument portion of the transaction.

The fair value of the warrants issued to Atzmon

was $ 20,000 .

Therefore, the Company recorded debt discount of $ 11,869 related to the warrants relative fair value issued to Atzmon, which

was amortized into interest expense over the term of the convertible promissory note agreement.

For the year ended January 31, 2026,

amortization of debt discount related to this note payable amounted to $ 3,018 , which has been included in interest expense on the accompanying

consolidated statements of operations.

The note bears interest at 12 %, is due on March 16, 2026 .

January 16, 2026, the Company issued a promissory note for $ 30,000 to Jon Powell (“Powell”).

In addition, the Company issued

Powell a stock purchase warrant to acquire 6,667 shares of common stock of the Company at an exercise price of $ 7.50 with an expiration

date of December 22, 2028 .

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants

are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves

at the time of issuance.

The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital.

remainder of the proceeds are allocated to the debt instrument portion of the transaction.

The fair value of the warrants issued to Powell

was $ 20,000 .

Therefore, the Company recorded debt discount of $ 11,869 related to the warrants relative fair value issued to Powell, which

was amortized into interest expense over the term of the convertible promissory note agreement.

For the year ended January 31, 2026,

amortization of debt discount related to this note payable amounted to $ 3,018 , which has been included in interest expense on the accompanying

consolidated statements of operations.

The note bears interest at 12 % and is due on March 16, 2026 .

January 16, 2026, the Company issued a promissory note for $ 25,000

to Michael Ward (“Ward”).

In addition, the Company issued Ward 3,333

shares of common stock of the Company.

The note bears interest at 10.5 %

and is due on February

The promissory note is in default as of February 14, 2026 (see Note 10).

of January 31, 2026, the Company’s outstanding notes payable are as follows:

OF NOTES PAYABLE

SCHEDULE OF NOTES PAYABLE

Feehan Partners

2 unchanged sentences

Feehan Partners

Gil Atzmon (2)

Jon Powell (2)

Feehan Partners

Girish Gaitonde (2)

Tomasa Zwicke (2)

PV Partners, LP (2)

Jeff Hembrock (2)

Michael Ward (2)

Feehan Partners is a related party.

(1) On March 3, 2025,

notes extended to April 30, 2027.

default at the time of filing of this Form 10-K (see Note 10).

future payments are as follows:

OF FUTURE MINIMUM PAYMENTS

SCHEDULE OF FUTURE MINIMUM PAYMENTS

4 – BOND LIABILITIES

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Carl Collins or Ellen Collins

Bret Renaud (9)

Elatam Group Ltd

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On December 16, 2024, the notes were extended again, to February 15,

Company has been advised by counsel that before repaying the Yin Yin notes, it must receive from the creditor basic KYC/AML information

including a list of its shareholders, valid ID for each shareholder, Articles of Incorporation, and evidence that the company is

in good standing with its regulator.

The Company has repeatedly requested this information from the creditor but has thus far received

This note is in default as of 10/14/24.

Company has been advised by counsel that the notes cannot be repaid without receipt of basic KYC/AML information from the bondholder

Articles of Incorporation, evidence of good standing, a list of shareholders of the entity, and identification documents

from each shareholder.

The Company has repeatedly requested this information from the bondholder and has received no response.

notes are governed by British Columbia law, which has a 24-month statute of limitations on past due debt.

If the creditor has not

compiled the Company’s KYC/AML request in that time frame, the notes will be written off, and the principal and accrued interest

will be taken into income.

note is in default as of 10/14/24.

The Company has attempted to contact Renaud without success.

Future payments are as follows:

OF BOND LIABILITIES MINIMUM PAYMENTS

notes are in default as of 7/1/25.

payments are as follows:

SCHEDULE OF BOND LIABILITIES FUTURE PAYMENTS

5 – RELATED PARTY TRANSACTIONS

of January 31, 2025, the Company compensated its officers $ 784,167

and $ 806,667 for the years ended January 31, 2025, and 2024, respectively.

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

Steven Rudofsky (“Rudofsky”), former Chairman

and CEO, for $ 125,000 ;

Feehan Partners LP (“Feehan”), controlled by Robert Scannell (“Scannell”), CFO and Director,

for $ 87,334 and $ 112,666 ;

Andrew Brodkey (“Brodkey”).

CEO, COO and Director, for $ 98,000 ;

and Shaun Dykes (“Dykes”),

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

On April 5, 2024, Rudofsky, Feehan, Brodkey,

and Dykes converted notes payable of $ 125,000 , $ 200,000 , $ 98,000 , and $ 30,000 , respectively, into 1,666,667 , 2,666,666 , 1,306,667 , and

400,000 shares of common stock, respectively (see Note 4).

April 3, 2024, the officers of the company, Rudofsky, Brodkey, and Scannell 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.

April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,670 and

816,666 shares of common stock, respectively.

Company compensated its officers $ 520,000 and $ 784,167 , net of conversion to common stock, for the years ended January 31, 2026, and

2025, respectively.

April 3, 2024, the officers of the Company, Steven Rudofsky (“Rudofsky”), Andrew Brodkey (“Brodkey”), and Scannell

each elected to exercise 268,00 vested stock options with a strike price of $ 2.50 and an expiration date of September 30, 2027 .

were exercised on a cashless basis, resulting in the issuance of 169,250 shares per officer, or a total of 507,750 common shares.

April 4, 2024, Feehan, a company controlled by Scannell, the Company’s chief financial officer and director and Brodkey executed

cashless conversion of 133,333 and 65,333 warrants, respectively, into 83,334 and 40,833 shares of common stock, respectively.

April 5, 2024, Rudofsky, Feehan, Brodkey, and Dykes converted notes payable of $ 125,000 , $ 200,000 , $ 98,000 , and $ 30,000 , respectively,

into 83,333 , 133,333 , 65,333 , and 20,000 shares of common stock, respectively.

April 8, 2024, Rudofsky executed cashless conversion of 83,333 warrants into 52,083 shares of common stock.

1 unchanged sentence

into 9,766 , 5,469 , and 19,531 shares of common stock, respectively.

On July 31, 2025, Mr.

Brodkey and Mr.

Scannell elected

to convert accrued compensation of $ 42,500 and $ 87,500 into 121,429 and 250,000 shares of common stock, respectively.

The conversion rate

was $ 0.35 per share.

August 2, 2024, Brodkey, Rudofsky, and Scannell each elected to convert accrued compensation of $ 42,500 , $ 31,250 , and $ 87,500 , respectively,

into 8,500 , 6,250 , and 17,500 shares of common stock, respectively.

September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 shares valued at $ 565,400 ), Scannell ( 2,500,000 shares

valued at $ 550,000 ), and Rudofsky ( 125,000 shares valued at $ 27,500 ).

October 28, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan Partners, LP (“Feehan”), a company controlled

by Robert Scannell, the Company’s chief financial officer and director.

The note accrues interest at 10 % and is due on October

November 4, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 4, 2025.

September 25, 2024, the Company issued stock incentives to Brodkey ( 128,500 shares valued at $ 565,400 ), Scannell ( 125,000 shares valued

at $ 550,000 ), and Rudofsky ( 6,250 shares valued at $ 27,500 ).

October 28, 2024, the Company issued a secured promissory note for $ 25,000

The note was due on October

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

November 4, 2024, the Company issued a secured promissory note for $ 25,000

The note was due on November

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

November 5, 2024, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 9,659 and 19,886 shares

of common stock, respectively.

On November 5, 2024, Rudofsky exercised 500,000 warrants at $ 0.15 for $ 75,000 .

November 20, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 20, 2025.

December 3, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

December 3, 2025.

November 5, 2024, Rudofsky exercised 25,000 warrants at $ 3.00 for $ 75,000 .

November 20, 2024, the Company issued a secured promissory note for $ 25,000

The note was due on November

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 3, 2024, the Company issued a secured promissory note for $ 25,000

The note was due on December

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

January 31, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 5,339 and 10,992 shares

2 unchanged sentences

of common stock, respectively.

of January 31, 2025, the Company has payables of $ 56,150 to Brodkey, which are included in accounts payable and accrued expenses in the accompanying

consolidated balance sheets.

April 15, 2025, the Company issued a secured promissory note for $ 25,000

The note was due on April

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

April 30, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 7,083 and 14,583 shares

of common stock, respectively.

June 30, 2025, the Company issued a secured promissory note for $ 40,000

The note was due on October

On October 31, 2025, the due date was extended to April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

August 5, 2025, the Company issued a promissory note for $ 15,000

The note is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

On August 10, 2025, the Company issued to Scannell

10,000 warrants for 10,000 shares of common stock at an exercise price of $ 4.80 .

August 18, 2025, Rudofsky exercised 8,333 warrants for 8,333 shares of common stock at an exercise price of $ 3.00 .

September 25, 2025, the Company issued a promissory note for $ 5,000

The note is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

October 14, 2025, the Company issued a promissory note for $ 15,000

The note is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

October 31, 2025, the Company issued a promissory note for $ 2,000

The note is due on February

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 6,037 and 12,429 shares of

common stock, respectively.

Additionally, other parties converted $ 67,500 of accrued compensation into 9,588 shares of common stock.

The conversion rate was $ 7.04 per share.

December 1, 2025, the Company issued a promissory note for $ 2,000

The note is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 11, 2025, the Company issued a promissory note for $ 5,000

The note is due on April

On March 3, 2026, the due date was extended to April 30, 2027 , and the interest rate will be 7.5 % (see Note 10).

December 23, 2025, Mr.

Rudofsky exercised 8,333 warrants for 8,333 shares of common stock at an exercise price of $ 3.00 .

January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 5,445 and 12,284 shares of

common stock, respectively.

Additionally, other parties converted $ 51,667 of accrued compensation into 8,575 shares of common stock.

The conversion rate was $ 7.10 per share.

of January 31, 2026, the Company has payables of $ 61,293 to Brodkey and $ 12,820 to Scannell.

6 – STOCKHOLDERS’ EQUITY

7 unchanged sentences

holder thereof to convert each share of Series A Preferred Stock into 2,500 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 three ( 3 ) 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.

The Company 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.

par value per share 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 three ( 3 ) years at an exercise price of $ 4.80

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.

The Company 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.

warrants issued through January 31, 2024, had a Black-Scholes fair value of $ 156,746 for the 56,250 warrants issued.

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS

February 2024 and January 2025, 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 $ 2,084,040 .

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

$ 1.40 – 4.00

Exercise price

Expected volatility

521 - 1,042 %

Expected term (years)

Risk free rate

4.05 – 4.45 %

February 2024 and January 2025, we entered into Subscription Agreements 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 for a purchase price of $ 12,000 per Unit, for gross proceeds of $ 2,084,040 .

Each Unit consists

of one (1) share of the Company’s Series A Preferred Stock, and (ii) 3,125 Warrants.

Each share of Series A Preferred Stock converts

into 2,500 shares of the Company’s common stock.

The Warrant entitles the holders to shares of common stock for three ( 3 ) years,

at an exercise price of $ 4.80 per share.

August 6, 2025, and October 16, 2025, all shareholders of Series A Preferred Stock converted their collective 196.67 shares into 491,667

shares of Common Stock.

of January 31, 2026, and 2025, the Company had 0 and 196.67 shares of Series A Preferred Stock issued and outstanding, respectively.

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

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

described in Note 3, the Company issued certain shares of its common stock for the conversion of convertible notes payable during the

period ended January 31, 2025.

described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended October 31, 2024.

described in Note 5, the Company issued certain shares of its common stock to related parties during the period ended April 30, 2025.

April 2024, the Company issued 52,083 shares of common stock to an officer as a result of the cashless exercise of their warrants.

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into 21,950 shares of common stock.

September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 shares valued at $ 565,400 ), Scannell ( 2,500,000 shares

valued at $ 550,000 ), and Rudofsky ( 125,000 shares valued at $ 27,500 ).

September 25, 2024, the Company issued stock incentives to Brodkey ( 128,500 shares valued at $ 565,400 ), Scannell ( 125,000 shares valued

at $ 550,000 ), and Rudofsky ( 6,250 shares valued at $ 27,500 ).

The Company also issued stock incentives to employees and non-employees

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of common stock, respectively.

Additionally, Dykes, a former officer, and a consultant, converted accrued compensation of $ 47,500 and

$ 20,000 into 215,909 and 90,909 shares of common stock, respectively.

Additionally, Shaun Dykes (“Dykes”), a former officer, and a consultant, converted accrued

compensation of $ 47,500 and $ 20,000 into 10,795 and 4,545 shares of common stock, respectively.

December 18, 2024, a vendor converted a payable for $ 30,000 into 6,250 shares of common stock.

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of common stock, respectively.

Additionally, Dykes, a former officer, converted $ 165,534 of accrued compensation into 415,916 shares

of common stock.

Additionally, Dykes, a former officer, converted $ 165,534 of accrued compensation into 20,796 shares of

common stock.

the year ended January 31, 2025, the Company issued 119,390 shares of common stock for non-officer services.

For the year ended January 31, 2025, the Company issued approximately 189,000

shares of common stock to various individuals for services.

of January 31, 2025, and 2024, the Company had 261,463,225

and 214,647,732 shares issued, issuable, and

outstanding, respectively.

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 2025, 22,646,000

and 6,566,000

options are vested.

The exercise price for the options is $ 0.125

and they expire on December

The Company recognized $ 378,496

during the period ended January 31, 2025, in stock-based compensation expense related to the estimated vesting of these options.

of January 31, 2025, none of the remaining milestones necessary for these options to vest have been met.

The remaining additional

compensation to be recognized as these options vest is approximately $ 568,000

during fiscal 2025 based on the current estimated time to reach the milestones.

the year ended January 31, 2025, the Company issued approximately 9,450 shares of common stock to various individuals for services.

February 24, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $ 54,000 .

March 25, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $ 54,000 .

April 30, 2025, Brodkey and Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 7,083 and 14,583 shares of common

stock, respectively.

Additionally, other parties converted $ 147,500 of accrued compensation into 52,900 shares of common stock.

May 16, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $ 54,000 .

The conversion rate was $ 4.80 per share.

May 30, 2025, a vendor converted a payable for $ 50,000 into 10,417 shares of common stock.

The conversion rate was $ 4.80 per share.

June 17, 2025, a vendor converted a payable for $ 150,000 into 31,250 shares of common stock.

The conversion rate was $ 4.80 per share.

July 25, 2025, a vendor was issued 41,667 shares of common stock valued at $ 200,000 for services.

The conversion rate was $ 4.80 per share.

July 31, 2025, Mr.

Brodkey and Mr.

Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 6,071 and 12,500 shares

of common stock, respectively.

Additionally, other parties converted $ 67,500 of accrued compensation into 9,643 shares of common stock.

The conversion rate was $ 7.00 per share.

August 18, 2025, Mr.

Rudofsky exercised 8,333 warrants for 8,333 shares of common stock at an exercise price of $ 3.00 .

October 13, 2025, a consultant with a balance due in combined expenses and compensation of $ 46,048 utilized those payables for the value

of the exercise price of warrants.

The actual warrants (with an exercise price of $ 3.00 ) exercised was 23,812 into the same amount of

shares of common stock.

The value of the exercise price was $ 71,464 .

The Company incorrectly duplicated the open payable for compensation,

which was converted into common stock on October 31, 2025.

The duplication was $ 25,416 which was recorded as an other receivable at October

31, 2025, which will be offset with future compensation.

October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 6,037 and 12,429 shares of

common stock, respectively.

Additionally, other parties converted $ 67,500 of accrued compensation into 9,588 shares of common stock.

The conversion rate was $ 7.04 per share.

On December 15, 2025, the Company issued 29,167 shares of common stock

to its legal counsel.

The shares were valued at $ 140,000 .

December 20, 2025, 6,842 shares of common stock were issued for round up as part of the reverse split.

December 23, 2025, Mr.

Rudofsky exercised 8,333 warrants for 8,333 shares of common stock at an exercise price of $ 3.00 .

January 15, 2026, the Company issued a third party 6,666 shares of common stock as an incentive for financing.

January 16, 2026, the Company issued a third party 13,333 shares of common stock as an incentive for financing.

January 16, 2026, the Company issued a third party 3,333 shares of common stock as an incentive for financing.

January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $ 42,500 and $ 87,500 into 5,445 and 12,284 shares of

common stock, respectively.

Additionally, other parties converted $ 51,667 of accrued compensation into 8,575 shares of common stock.

The conversion rate was $ 7.10 per share.

of January 31, 2026, and 2025, the Company had 13,938,917 and 13,073,161 shares issued, issuable, and outstanding, respectively.

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 1,356,750 options issued to various officers, directors, and employees, based on milestones.

As of January 31, 2026, and 2025, 1,132,300 and 60,300 options are vested.

The exercise price for the options is $ 2.50 and they expire

on December 31, 2027 .

The Company recognized $ 378,496 during the period ended January 31, 2025, in stock-based compensation expense related

to the estimated vesting of these options.

As of January 31, 2026, none of the remaining milestones necessary for these options to vest

have been met.

The remaining additional compensation to be recognized as these options vest is approximately $ 568,000 during fiscal 2027

based on the current estimated time to reach the milestones.

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

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of common stock each.

As of January 31, 2025, the Company had 24,120,000 options outstanding with an exercise price of $ 0.125 , to Brodkey, Scannell, and a former

of January 31, 2026, the Company had 1,356,750 options outstanding with an exercise price of $ 2.50 , to Brodkey, Scannell, and a former

officer, each with 402,000 options.

On March 28, 2024, the Company issued 10,166,875 warrants for shares of common stock as part of financing.

The warrants have an exercise

price of $ 0.24 and expire on March 28, 2027 .

April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,670 and

816,666 shares of common stock, respectively.

In addition, a former director of the Company holds 134,000 options and an independent consultant

holds 16,750 options.

March 28, 2024, the Company issued 508,344 warrants for shares of common stock as part of financing.

The warrants have an exercise price

of $ 4.80 and expire on March 28, 2027 .

April 4, 2024, Feehan and Brodkey executed cashless conversion of 133,333 and 65,333 warrants, respectively, into 83,334 and 40,833 shares

of common stock, respectively.

April 6, 2024, Dykes executed cashless conversion of 20,000 warrants into 12,563 shares of common stock.

1 unchanged sentence

April 8, 2024, Rudofsky executed cashless conversion of 83,333 warrants into 52,083 shares of common stock.

On June 7, 2024, the Company issued 750,000 warrants for shares of common stock as part of financing.

June 7, 2024, the Company issued 37,500 warrants for shares of common stock as part of financing.

The warrants have an exercise price

of $ 4.80 and expire on June 7, 2027 .

On September 5, 2024, the Company issued 62,500 warrants for shares of common stock as part of financing.

The warrants have an exercise price of $ 0.24 and expire on September 5, 2027 .

On August 10, 2025, the Company issued to Scannell

10,000 warrants for 10,000 shares of common stock at an exercise price of $ 4.80 .

The warrants were issued as compensation.

On August 12, 2025, the Company issued to a third

party 1,250 warrants for 1,250 shares of common stock at an exercise price of $ 4.80 .

The warrants were issued as compensation.

On August 12, 2025, the Company issued to a third

party 1,250 warrants for 1,250 shares of common stock at an exercise price of $ 4.80 .

The warrants were issued as compensation.

September 5, 2024, the Company issued 3,125 warrants for shares of common stock as part of financing.

The warrants have an exercise price

of $ 4.80 and expire on September 5, 2027 .

November 5, 2024, Rudofsky exercised 25,000 warrants at $ 3.00 for $ 75,000 .

2 unchanged sentences

January 29, 2025, 67,000 warrants were exercised at $ 3.00 for $ 201,000 .

of January 31, 2025, the Company had 41,555,900 warrants

outstanding with an exercise price of $ 0.15 ,

which relate to the convertible notes dated January 23, 2023, 1,093,470

warrants outstanding with an exercise price of $ 0.23 ,

and 11,966,875 warrants

outstanding with an exercise price of $ 0.24

(see Note 4).

The schedule of outstanding warrants as of January 31, 2025, is as follows:

February 24, 2025, 11,250 warrants were exercised at $ 4.80 for $ 54,000 .

March 25, 2025, 11,250 warrants were exercised at $ 4.80 for $ 54,000 .

May 16, 2025, 11,250 warrants were exercised at $ 4.80 for $ 54,000 .

August 18, 2025, 8,333 warrants were exercised at $ 3.00 for $ 25,000 .

October 13, 2025, a consultant with a balance due in combined expenses and compensation of $ 46,048 utilized those payables for the value

of the exercise price of warrants.

The actual warrants (with an exercise price of $ 3.00 ) exercised was 23,812 into the same amount of

shares of common stock.

The value of the exercise price was $ 71,464 .

The Company incorrectly duplicated the open payable for compensation,

which was converted into common stock on October 31, 2025.

The duplication was $ 25,416 which was recorded as an other receivable at October

31, 2025, which will be offset with future compensation.

December 22, 2025, 6,667 warrants with an exercise price of $ 7.50 were issued as an incentive for financing.

December 22, 2025, 3,333 warrants with an exercise price of $ 7.50 were issued as an incentive for financing.

December 23, 2025, 8,333 warrants were exercised at $ 3.00 for $ 25,000 .

January 16, 2026, 4,000 warrants with an exercise price of $ 7.50 were issued as an incentive for financing.

of January 31, 2026, the Company had 1,697,277 warrants outstanding with an exercise price of $ 3.00 , which relate to the convertible

notes dated January 23, 2023, 54,674 warrants outstanding with an exercise price of $ 4.60 , 577,094 warrants outstanding with an exercise

price of $ 4.80 (see Note 3), and 18,000 warrants outstanding with an exercise price of $ 7.50 .

The schedule of outstanding warrants as

of January 31, 2026, is as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price

Compensation Expense

Company recognizes stock-based compensation using the straight-line method over the requisite service period or derived service period.

The Company recognized stock-based compensation for the years ended January 31, 2025, and 2024 of $ 2,966,115 and $ 2,043,909 , respectively.

Company recognizes stock-based compensation using the straight-line method over the requisite service period or derived service

The Company recognized stock-based compensation for the years ended January 31, 2026, and 2025 of $ 1,454,167 and

$ 2,966,115 ,

respectively.

7 – COMMITMENTS AND CONTINGENCIES

than the potential challenges to the Exploration PoP anticipated to be filed by environmental and non-government organizations

in opposition to exploration at CuMo, we have no knowledge of any material, active, pending or threatened proceeding against us or our

subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

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 flows.

than the potential challenges to the Exploration PoP anticipated to be filed by environmental and non-government organizations in opposition

to exploration at CuMo, we have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries,

nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

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 flows.

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

15 unchanged sentences

The lease began on April 1, 2024, with an initial

period of 3 years and an optional 3 -year renewal at the end of the initial term.

years and an optional 3 -year

renewal at the end of the initial term.

The Company may cancel the lease at any time after 13

months from the effective date of the lease by providing a 3-month notice of cancellation.

The base lease payment is $ 3,600 through January

1, 2026, at which point base rent increases to $ 3,700 until January 1, 2027, at which point it increases to $ 3,800 until January 1, 2028,

at which point it increases to $ 3,900 .

Prior to entering into this lease agreement, the Company was a party to a month-to-month lease

which it had not terminated.

The lessor and the Company agreed regain access to the warehouse including obtaining access to the Company’s

property contained within such warehouse, the lessor agreed to the following additional payments.

A single payment of $ 100,000 which

was paid on March 5, 2024, and $ 6,000 per month beginning May 1, 2024, and ending on February 1, 2025.

The base lease payment is $ 3,600

through January 1, 2026, at which point base rent increases to $ 3,700

until January 1, 2027, at which point it increases to $ 3,800

until January 1, 2028, at which point it increases to $ 3,900 .

Prior to entering into this lease agreement, the Company was a party to a month-to-month lease which it had not terminated.

lessor and the Company agreed regain access to the warehouse including obtaining access to the Company’s property contained

within such warehouse, the lessor agreed to the following additional payments.

A single payment of $ 100,000

which was paid on March 5, 2024, and $ 6,000

per month beginning May 1, 2024, and ending on February 1, 2025.

the Company measures the right of use asset and liability associated with its office lease using the following inputs:

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY

OF INPUTS OF RIGHT OF USE ASSET AND LIABILITY

Remaining lease term (in years)

Discount rate

remaining term of the lease was based on the amount of time left before the Company may exercise its right to cancel the lease, which

is 13 months.

remaining term of the lease was based on the amount of time left before the Company may exercise its right to cancel the lease,

Company considered whether it was probable it would exercise and extend beyond the initial 3 -year term and determined it was not probable

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8 – INCOME TAXES

of January 31, 2025, and 2024, the Company has net operating loss carry forwards of $ 1,311,365 and $ 751,916 , 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.

of January 31, 2026, and 2025, the Company has net operating loss carry forwards of $ 1,726,961 and $ 1,311,365 , 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

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tax years 2023 through 2026 remain 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, 2025 and 2024 are as follows:

tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2026, and 2025, are as

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

5 unchanged sentences

( 1,726,961 )

( 1,311,365 )

Total net deferred taxes

5 unchanged sentences

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 2025 and 2024 were fully offset by a 100% valuation

The valuation allowance for the remaining net deferred tax assets was $ 1,311,365 and $ 751,916 as of January 31, 2025, and 2024,

respectively.

of the historical earnings history of the Company, the net deferred tax assets are offset by a 100% valuation allowance.

The valuation

allowance for the remaining net deferred tax assets was $ 1,726,961 and $ 1,311,365 as of January 31, 2026, and 2025, respectively.

9 – OTHER RECEIVABLE

Company engaged a third party for financing in January 2026.

As a condition of the financing, the Company was required to utilize Stablecoins

(a form of cryptocurrency) and put into an escrow an amount of $ 152,500 through Coinbase.com.

During December 24 – 26, 2026, Trust

Wallet, the depository for the Stablecoins, experienced a cyber-attack through an unauthorized and malicious version of the Trust Wallet

Browser Extension (version 2.68).

On February 2, 2026, the Company was able to recover $ 35,000 of the $ 152,500 .

The remaining balance

of $ 117,500 has been recorded as an offsetting allowance leaving a balance of $ 35,000 as of January 31, 2026.

10 – SUBSEQUENT EVENTS

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there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements.

Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) on July 11, 2024,

to offer and resell up to 94,126,642 shares of common stock by selling stockholders consisting of (i) up to 9,283,333 shares of common

stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting Preferred Stock, $ 0.001 par value per share sold

in a private placement offering with Newbridge Securities Corporation acting as the sole placement agent (the “Newbridge Private

Placement Offering”) (ii) up to 11,604,167 shares of common stock issuable upon the exercise of warrants sold in the Newbridge

Private Placement Offering, (iii) 813,333 shares of common stock issued to the placement agent of the Newbridge Private Placement Offering,

(iv) 66,794,143 shares of common stock issued pursuant to the January 23, 2023 share exchange with the former shareholders of ICUMO,

(v) 4,333,333 shares of common stock sold a private placement offering on December 15, 2022, (vi) 880,000 shares of common stock issuable

upon conversion of the principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $ 201,200

in total, at a price of $ 0.23 per share, issued to certain selling stockholders on April 5, 2024, and (vii) 418,333 shares of common

stock issued in consideration of consulting fees to various consultants.

registration statement has not yet been declared effective by the SEC.

February 2, 2026, the Company was able to recover $ 35,000

of the $ 152,500

escrowed interest as recorded in other receivables.

On February 14, 2026, promissory notes to PV Partners,

LP, Jeff Hembrock and Michael Ward were in default (see Note 3).

On March 1, 2026, promissory notes to Gil Atzmon,

Jon Powell, Girish Gaitonde and Tomasa Zwicke were in default (see Note 3).

On March 3, 2026, Feehan extended the following notes to April 30, 2027 , with an interest rate of 7.5 % (see Notes 3 and 5):

SCHEDULE OF EXTENDED NOTE PAYABLE

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