Idaho Copper Corp 10-K/A

Item 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of 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, 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. 24 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of 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. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer) in connection with the review of our financial statements as of January 31, 2024. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management’s Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: Assuming we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management. Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board. 25 Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION. None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our Board of Directors The following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers: NAME AND ADDRESS AGE POSITION(S) DATE OF APPOINTMENT Steven Rudofsky 61 Chief Executive Officer and President January 23, 2023 Robert Scannell 65 Director, Chief Financial Officer, and Treasurer January 23, 2023 Andrew Brodkey 67 Director, Chief Operating Officer, and Secretary January 23, 2023 John Moeller (1) 77 Former Director January 23, 2023 (1) Mr. Moeller resigned in April 2024. Directors are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders, or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action. Executive officers are appointed by the Board and serve at its pleasure. The principal occupation and business experience during the past five years for the Company’s executive officers and directors is as follows: The biographies of the individuals appointed as directors and officers as discussed above follow: Steven Rudofsky Mr. Rudofsky, age 61, has been our CEO since January 2022. He has been working in upstream and midstream natural resources for over 30 years. After beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd, Credit Agricole Investment Bank and Alfa Group of Russia. 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. Andrew Brodkey Mr. 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 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 Zoro Mining Corp; and CEO of Pacific Copper Corp. He was also the Managing Director of the International Mining Group at CB Richard Ellis, where he represented a number of major mining companies in the valuation, marketing and sales of mining projects. He 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. 26 Robert Scannell Mr. Scannell, age 65, has been our Chief Financial Officer since January 2022. 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. Mr. Scannell founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed numerous funds investing in emerging markets, natural resources, and distressed assets. Mr. Scannell holds a Bachelor of Arts degree and Master of Business Administration degree from Penn State University, a Master of Science degree from the University of Washington, a Juris Doctor degree from Purdue University, and has been a Chartered Financial Analyst since 1993. Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently 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 or persons associated with a member. Audit Committee We do not presently have an audit committee. Our Board of Directors currently acts as our audit committee. Compensation Committee We do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee. Nominating Committee We do not presently have a nominating committee. 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. Code of Ethics On May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our Chief Financial Officer, Treasurer and Chief Accounting Officer. On January 23, 2023, in connection with the Exchange, the Board adopted a revised and restated Code of Ethics, applicable to all officers and directors. This Code of Ethics embodies the Company’s commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company. The Code of Ethics addresses the following areas: ● Honest and Ethical Conduct 27 ● Conflicts of Interest ● Compliance ● Disclosure ● Protection and Proper Use of Company Assets ● Corporate Opportunities ● Confidentiality ● Fair Dealing ● Reporting and Enforcement This Code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations. We will provide any person a copy of our Code of Ethics, without charge, upon written request to the Company’s Secretary. Requests should be addressed in writing to Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), 800 W. Main St., Ste 1460, Boise, Idaho 83702. Delinquent Section 16(a) Reports 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. Item 11. EXECUTIVE COMPENSATION. Executive Officer Compensation The following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years. Information 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. Subsequently, Ramon Lata became the Company’s principal executive officer and principal financial and accounting officer, serving in such capacity without compensation until the Closing. Simultaneous with the Closing, Messrs. Rudofsky, Scannell, Brodkey, and Dykes were appointed as officers of the Company. 28 Summary Executive Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) All other compensation ($) Total Steven Rudofsky, Former President, 2024 - - 250,000 - 250,000 Chief Executive Officer(1)(3) 2023 - - 250,000 - 250,000 Robert Scannell – Treasurer, 2024 - - 250,000 - 250,000 Chief Financial Officer(1) 2023 - - 220,833 - 220,833 Andrew Brodkey - Chief Executive Officer, President, Secretary and 2024 75,000 - 190,000 - 265,000 Chief Operating Officer(1)(4) 2023 - - 247,666 - 247,666 Shaun Dykes - Former 2024 41,667 - - - 41,667 Vice President(2) 2023 103,289 - - - 103,289 (1) Appointed on January 23, 2023. (2) Appointed on January 23, 2023, and resigned on March 27, 2023 (the amount of $41,667 accounts for the period of February 1, 2023 through March 27, 2023, when Mr. Dykes resigned). (3) Mr. Rudofsky resigned as the President and Chief Executive Officer of the Company on July 15, 2024. Mr. Rudofsky is a current member of our board of directors. (4) Upon Mr. Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and President. Employment Contracts, Termination of Employment, Change-in-Control Arrangements During the year ended January 31, 2024, the Company did not have any employment agreements with its officers and directors. Equity Incentive Plan The Company currently has no compensation plans or arrangements and there were no awards granted for the year ended January 31, 2024. Director Compensation The following is a summary of the compensation paid to directors for the Company’s for the year ended January 31, 2024. Fees Non-equity Nonqualified earned incentive deferred or paid Stock Option plan compensation All other in cash awards awards compensation earnings compensation Total ($) ($) ($) ($) ($) ($) ($) John Moeller (1) $ - $ - $ - $ - $ - $ - $ - (1) Mr. Moeller resigned in April 2024. 29 The Company does not currently have employment agreements with any of its executive officers but expects to enter into employment agreements with certain of them in the future. ICUMO currently has Management Agreements with Steven Rudofsky, Robert Scannell, and Andrew Brodkey. Mr. Rudofsky and ICUMO entered into a Management Agreement dated January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Rudofsky’s annual base compensation is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented. Mr. Scannell and ICUMO entered into a Management Agreement dated 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. Mr. 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. Mr. Brodkey and ICUMO entered into a Management Agreement dated December 15, 2021, for a term of one year with automatic renewals for one-year periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. 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. Mr. Brodkey’s annual base compensation is $265,000, payable in a combination of cash, common stock (valued at $0.15 per share) and 5-year warrants (exercisable at $0.15 per share), with payments to be made upon the Company’s raising of certain funding amounts, or “Trigger Amounts,” as stated in Mr. Brodkey’s agreement. Compensation Committee We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation. Indebtedness of Directors, Senior Officers, Executive Officers and Other Management None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Security Beneficial Ownership Table The 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. The 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. 30 To 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 a spouse. 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. Amount and Nature of Title of Beneficial Percent of Name and Address of Beneficial Owner Class Ownership (1) Class (2) Steven Rudofsky - Chief Executive Officer and President (3) Common Stock 18,813,626 7.73 % Robert Scannell - Chief Financial Officer, Treasurer and Director (4) Common Stock 20,416,251 8.39 % Andrew Brodkey - Chief Operating Officer, Secretary and Director (5) Common Stock 8,555,471 4.13 % John Moeller – Former Director Common Stock 1,364,002 0.53 % Directors and Officers as a Group (4 persons) 49,149,350 20.18 % 5% Stockholders of a Class of Voting Stock Multi-Metal Development Limited (6) Common Stock 128,912,400 52.95 % JHP Holdings Inc. (7) Common Stock 16,644,820 6.83 % Elatam Family Trust (8) Common Stock 35,443,000 14.56 % (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 or warrants. (3) Consists of: (1) 18,813,626 shares of common stock owned by Mr. Rudofsky; (2) 1,675,000 shares of common stock underlying the 2021 warrants held by Mr. Rudofsky; and (3) 1,666,667 shares of common stock underlying the 2022 warrants held by Mr. Rudofsky. (4) Consists of: (1) 8,588,918 shares of common stock owned by Mr. 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. 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. Scannell. 31 (5) Consists of: (1) 7,457,471 shares of common stock owned by Mr. Brodkey; (2) 1,098,800 shares of common stock underlying the 2021 warrants held by Mr. Brodkey. (6) Consists of 292,002 shares of common stock owned by Dr. 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 held by MMD. MMD is a public company traded on the Toronto Stock Exchange (TSXV: MLY) and the Board of Directors of MMD share voting and dispositive power over the shares of the Company. The address for MMD is 638 Millbank Road, Vancouver, BC V5Z 4B7 Canada. (8) JHP Holdings, Inc. (“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. (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 shares. The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia. Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at January 31, 2024 and 2023, and in which any of the following persons had or will have a direct or indirect material interest. ● Any director or executive officer; ● Any immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and any person (other than a tenant or employee) sharing the household of such director or executive officer; and ● any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed: ● any person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s voting securities; or ● Any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant or employee) sharing the household of such security holder. 32 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. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees Audit fees $ 30,500 $ 50,700 Audit-related fees - - Tax fees - - All other fees - - Total fees $ 30,500 $ 50,700 33 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) Documents filed as part of this report. (i) Financial Statements - see Item 8. Financial Statements and Supplementary Data (ii) Financial Statement Schedules – None (Financial 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.) (iii) Report of Independent Registered Public Accounting Firm. (iv) Notes to Financial Statements. (b) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. Exhibit Number Description 2.1 Share Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022) 3.2 Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022) 3.3 Certificate of Amendment to Articles of Incorporation, filed March 9, 2023 (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on March 10, 2023) 3.4 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) 4.1 Description of Capital Stock (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 4.2 Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 4.3 Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023). 4.4 Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 4.5 Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 4.6 7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.1 Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.2 Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020) 10.3 Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Iancorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022) 10.4 Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.5 Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.6 Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.7 Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.8 Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.9 MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.10 Management Agreement between International Cumo Mining Corporation and Robert W. Scannell dated December 15, 2022 (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 10.11 Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022 (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 10.12 Management Agreement between International Cumo Mining Corporation and Andrew A. Brodkey dated December 15, 2021 (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 10.13 Technical Advisory Agreement between International Cumo Mining Corporation and Multi-Metal Development Ltd. dated March 31, 2023 (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 10.14 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. 21.1 List of Subsidiaries 23.1 Consent of Geologic Systems Ltd. regarding the CuMo Project (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). 31.1* Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 96.1 Technical Report Summary and Resource Estimate, the CuMo Project, Boise National Forest, Boise County, Idaho, United States (Incorporated by reference to the exhibits on our Annual Report on Form 10-K filed with the SEC on May 15, 2024). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 16, 2025 IDAHO COPPER CORPORATION By: /s/ Andrew Brodkey Andrew Brodkey President and Chief Executive Officer (Principal Executive Officer) By: /s/ Robert Scannell Robert Scannell Treasurer and Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant 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. Name Title Date /s/ Andrew Brodkey Chief Executive Officer and President (Principal Executive Officer) April 16, 2025 Andrew Brodkey /s/ Robert Scannell Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer) April 16, 2025 Robert Scannell /s/ Steven Rudofsky Director April 16, 2025 Steven Rudofsky No such annual report, proxy statement, form of proxy or other soliciting material has been sent to its shareholders. The registrant will not be sending an annual report or proxy material to its shareholders subsequent to the filing of this form. 35 Idaho Copper Incorporated Table of Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6580 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 76 ) F-3 Consolidated Balance Sheets as of January 31, 2024, and 2023 F-4 Consolidated Statements of Operations for the years ended January 31, 2024, and 2023 F-5 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended January 31, 2024, and 2023 F-6 Consolidated Statements of Cash Flows for the years ended January 31, 2024, and 2023 F-7 Notes to Consolidated Financial Statements F-8 F- 1 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 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). In 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. Going Concern The 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. 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The 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. Stock Based Compensation Stock-based 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. We 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. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures comprised of evaluating the Company’s assumptions used in the Black Scholes Model and reviewing the calculations. May 15, 2024 GreenGrowth CPAs We have served as the Company’s auditor since 2024. Los Angeles, California PCAOB ID Number 6580 F- 2 Your Vision Our Focus Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Idaho Copper Corporation Opinion on the Consolidated Financial Statements We 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 of America. Going Concern The 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 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 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. We 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. Idaho Copper Corporation 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 entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Turner, Stone & Company, L.L.P. We have served as Idaho Copper Corporation’s auditor since 2023. Dallas, Texas June 14, 2023 F- 3 IDAHO COPPER CORPORATION (f/k/a Joway Health Industries Group Inc.) Consolidated Balance Sheet January 31, 2024 2023 ASSETS Current assets Cash $ 30,146 $ 431,374 Prepaid expenses 21,624 - Total current assets 51,770 431,374 Deposit 100,000 100,000 Total assets $ 151,770 $ 531,374 CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses $ 434,519 $ 354,763 Accrued expenses to related parties 370,135 83,333 Accrued interest, current portion 1,115,723 8,817 Total current liabilities 1,920,377 446,913 Non-current liabilities Bond liabilities 3,135,000 3,135,000 Convertible notes payable, net of discounts 623,999 218,429 Accrued interest, non-current portion 533,003 1,351,609 Total non-current liabilities 4,292,002 4,705,038 Total liabilities 6,212,379 5,151,951 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 214,648 208,458 Additional paid-in capital 25,336,048 23,059,223 Subscription receivable ( 11,000 ) - Accumulated deficit ( 31,600,305 ) ( 27,888,258 ) Total stockholders’ deficit ( 6,060,609 ) ( 4,620,577 ) Total liabilities and stockholders’ deficit $ 151,770 $ 531,374 The accompanying notes are an integral part of the consolidated financial statements. F- 4 IDAHO COPPER CORPORATION (f/k/a Joway Health Industries Group Inc.) Consolidated Statement of Operations For the Years Ended January 31, 2024 2023 Revenue $ - $ - Operating expenses Professional fees 524,931 240,324 Payroll and related expenses 318,561 963,055 Rent expense 42,000 42,000 Stock-based stock compensation 2,043,909 2,769,292 Other general and administrative expenses 75,283 138,214 Total operating expenses 3,004,684 4,152,885 Operating loss ( 3,004,684 ) ( 4,152,885 ) Other income (expense) Amortization of beneficial conversion feature ( 261,062 ) ( 6,095 ) Amortization of debt discount ( 45,266 ) - Gain on disposal of asset - 200,458 Interest expense ( 401,035 ) ( 340,948 ) Total other income (expense) ( 707,363 ) ( 146,585 ) Net loss $ ( 3,712,047 ) $ ( 4,299,470 ) Basic and diluted net loss per common share $ ( 0.02 ) $ ( 0.18 ) Basic and diluted weighted average common shares outstanding 211,294,527 24,183,399 The accompanying notes are an integral part of the consolidated financial statements. F- 5 IDAHO COPPER CORPORATION (f/k/a Joway Health Industries Group Inc.) Consolidated Statements of Changes in Stockholders’ Deficit For the Years Ended January 31, 2024 and 2023 Additional Accumu- Preferred Stock Common Stock Paid-in Subscription lated Shares Amount Shares Amount Capital Receivable Deficit Total Balance, January 31, 2022 - $ - 20,054,000 $ 20,054 $ 232,861 $ - $ ( 8,547,688 ) $ ( 8,294,773 ) Common stock issued for ICUMO - - - - - Recapitalization - - 182,240,000 182,240 19,378,067 - ( 15,041,100 ) 4,519,207 Common stock options issued for services - - 6,163,823 6,164 967,129 - 973,293 Issuance of warrants for common stock - - - - 1,796,000 - - 1,796,000 Beneficial conversion feature on convertible notes payable - - - - 685,166 - - 685,166 Net loss for the period ended January 31, 2023 - - - - - - ( 4,299,470 ) ( 4,299,470 ) Balance, January 31, 2023 - $ - 208,457,823 $ 208,458 $ 23,059,223 $ - $ ( 27,888,258 ) $ ( 4,620,577 ) Balance, January 31, 2023 - $ - 208,457,823 $ 208,458 $ 23,059,223 $ - $ ( 27,888,258 ) $ ( 4,620,577 ) Balance - $ - 208,457,823 $ 208,458 $ 23,059,223 $ - $ ( 27,888,258 ) $ ( 4,620,577 ) Common stock issued for services - - 2,345,836 2,345 307,008 - - 309,353 stock-based compensation - - - - 1,324,731 - 1,324,731 Warrants issued - - - - 103,846 - - 103,846 Conversion of liabilities to common stock - - 3,844,073 3,845 265,240 - - 269,085 Issuance of preferred stock and warrants for common stock 23 - - - 276,000 ( 11,000 ) - 265,000 Net loss for the period ended January 31, 2024 - - - - - - ( 3,712,047 ) ( 3,712,047 ) Balance, January 31, 2024 23 $ - 214,647,732 $ 214,648 $ 25,336,048 $ ( 11,000 ) $ ( 31,600,305 ) $ ( 6,060,609 ) Balance 23 $ - 214,647,732 $ 214,648 $ 25,336,048 $ ( 11,000 ) $ ( 31,600,305 ) $ ( 6,060,609 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 IDAHO COPPER CORPORATION (f/k/a Joway Health Industries Group Inc.) Consolidated Statements of Cash Flows For the Years Ended January 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 3,712,047 ) $ ( 4,299,470 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 2,043,909 2,769,292 Amortization of beneficial conversion feature 261,062 6,095 Amortization of debt discount 45,266 - Convertible notes payable issued for expenses - 360,666 Expenses paid by parent company - 395,735 Change in assets and liabilities: Prepaid expenses ( 21,624 ) 5,000 Accounts payable and accrued expenses 78,757 281,639 Accrued expenses - related party 288,689 83,333 Accrued interest 147,560 250,136 Net cash used in operating activities ( 868,428 ) ( 147,574 ) Cash flows from financing activities: Proceeds from convertible notes payable 202,200 - Proceeds from sale of preferred stock 265,000 - Proceeds from notes payable - 361,000 Net cash provided by financing activities 467,200 361,000 Net increase in cash ( 401,228 ) 213,426 Cash at beginning of period 431,374 217,948 Cash at end of period $ 30,146 $ 431,374 Cash paid for interest $ - $ 90,813 Cash paid for taxes $ - $ - Non-cash investing and financing activities: Conversion of liabilities into common stock $ 269,085 $ - Beneficial conversion feature on convertible debt $ - $ 685,166 The accompanying notes are an integral part of these consolidated financial statements. F- 7 IDAHO COPPER CORPORATION (f/k/a Joway Health Industries Group Inc.) Notes to the Consolidated Financial Statements January 31, 2024 NOTE 1 – NATURE OF OPERATIONS The 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.” 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 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. See Note 7. 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. The 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). ICUMO Background ICUMO 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. Nature of Operations The 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. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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. Principles of Consolidation The 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 of the SEC. F- 8 Liquidity and Going Concern We 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 in cash. 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. 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. Use of Estimates The 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. Cash Cash 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. Stock-Based Compensation The 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. Fair Value of Financial Instruments The 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). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level 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. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Net Loss Per Share Net 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 outstanding. 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. F- 9 Income Taxes The 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. Deferred 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. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Tax 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. Recently Issued and Adopted Accounting Pronouncements In 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. Convertible Debentures The 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. The 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. The 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. Unproven Mineral Right Interests The 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. F- 10 Management 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. Costs 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. There may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests. Ordinarily 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. Impairment of Long-Lived Assets The Company’s future 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. Reclamation provision An 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. Related party transactions Parties 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. Stock Purchase Warrants The 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 from Equity. 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. If 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. After 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. F- 11 NOTE 3 – RECLAMATION BONDS AND PROVISIONS Reclamation Bonds and Provisions During 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 “Deposits” 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. The security deposit is refundable when the Company completes the required reclamation clean-up costs. Although 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. The 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. NOTE 4 – CONVERTIBLE NOTES The Company has $ 1,100,200 in convertible secured notes payable at January 31, 2024 as follows: SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE Issue Maturity Conversion Conversion Warrants Exercise Warrant Balance Collateral Date Date Price Shares Shares Price Expiration Steven Rudofsky $ 125,000 (a) 1/23/23 7/23/25 $ 0.10 1,250,000 1,250,000 $ 0.15 1/23/28 Feehan Partners, LP $ 87,334 (a) 1/23/23 7/23/25 $ 0.10 873,340 873,340 $ 0.15 1/23/28 The Jeffrey V. and Karin R. Hembrock Revocable Trust $ 100,000 (a) 1/23/23 7/23/25 $ 0.10 1,000,000 1,000,000 $ 0.15 1/23/28 The Gaitonde Living Trust, Girish Gaitonde Trustee $ 100,000 (a) 1/23/23 7/23/25 $ 0.10 1,000,000 1,000,000 $ 0.15 1/23/28 Corey Redfield $ 50,000 (a) 1/23/23 7/23/25 $ 0.10 500,000 500,000 $ 0.15 1/23/28 PV Partners, LP $ 75,000 (a) 1/23/23 7/23/25 $ 0.10 750,000 750,000 $ 0.15 1/23/28 Shaun Dykes $ 30,000 (a) 1/23/23 7/23/25 $ 0.10 300,000 300,000 $ 0.15 1/23/28 Patricia Czerniej $ 30,000 (a) 1/23/23 7/23/25 $ 0.10 300,000 300,000 $ 0.15 1/23/28 James Dykes $ 30,000 (a) 1/23/23 7/23/25 $ 0.10 300,000 300,000 $ 0.15 1/23/28 Jason Czerniej $ 30,000 (a) 1/23/23 7/23/25 $ 0.10 300,000 300,000 $ 0.15 1/23/28 Louise Dykes $ 30,000 (a) 1/23/23 7/23/25 $ 0.10 300,000 300,000 $ 0.15 1/23/28 Andrew Brodkey $ 98,000 (a) 1/23/23 7/23/25 $ 0.10 980,000 980,000 $ 0.15 1/23/28 Feehan Partners, LP $ 112,666 (a) 1/23/23 7/23/25 $ 0.10 1,126,660 1,126,660 $ 0.15 1/23/28 Gil Atzmon $ 102,200 (a) 5/8/23 11/8/25 $ 0.23 440,000 550,000 $ 0.23 5/8/26 Jon Powell $ 100,000 (a) 5/8/23 11/8/25 $ 0.23 434,783 543,479 $ 0.23 5/8/26 Total $ 1,100,200 9,854,783 10,073,479 (a) The replacement notes and new warrants are secured by mining claims and rights of the CuMo Project. There 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. At the closing of the transaction between the ICUMO and the parent company, the parent company issued replacement convertible notes payable and new warrants to the holders of ICUMO’s convertible notes payable. In accordance with ASC 405, management determined that the transaction represented a debt extinguishment. Accordingly, we measured the fair value of the replacement notes and new warrants issued and recognized a loss on extinguishment equal to the difference between the new notes and warrants and the carrying value of the original notes. As 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. This 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 2024 2023 Stock price $ 0.22 $ 0.22 Exercise price $ 0.23 $ 0.15 – 0.23 Expected volatility (a) 1,608 % 168 - 359 % Expected term (years) 3 3 – 5 Risk free rate 4.84 % 2.97 – 3.23 % Dividends 0 % 0 % (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 for issuances during the year ended January 31, 2023. F- 12 NOTE 5 – BOND LIABILITIES The Company has bond liabilities as of January 31, 2024, as follows: SCHEDULE OF BOND LIABILITIES Principal Amount Interest Rate Note Date Maturity Date Collateral Origination Features Yin Yin Silver Limited $ 500,000 8.50 % 8/4/15 8/4/2025 (1) (2) (5) Yin Yin Silver Limited $ 500,000 8.50 % 10/28/16 10/28/2026 (1) (2) (5) Yin Yin Silver Limited $ 250,000 8.50 % 12/27/17 12/27/2024 (1) (2) (5) Barry Swenson $ 500,000 8.50 % 12/31/17 12/31/2025 (1) (2) (5) Don H. Adair or Joanne Adair $ 125,000 8.50 % 2/15/17 2/15/2025 (1) (3) (6) (7) Joseph Swinford or Danielle Swinford $ 50,000 8.50 % 2/15/17 2/15/2025 (1) (3) (6) (7) Brandon Swain or Sierra Swain $ 50,000 8.50 % 2/15/17 2/15/2025 (1) (3) (6) (7) Scott Collins or Kendra Collins $ 12,500 8.50 % 2/15/17 2/15/2025 (1) (3) (6) (7) Carl Collins or Ellen Collins $ 12,500 8.50 % 2/15/17 2/15/2025 (1) (3) (6) Jim Hammerel $ 5,000 8.50 % 9/21/2017 9/21/2024 (1) (2) (5) Bret Renaud $ 5,000 8.50 % 10/14/2017 10/14/2024 (1) (2) (5) Elatam Group Ltd $ 67,000 7.50 % 8/24/2021 5/31/2028 (1) (2) (6) James Hardy $ 7,000 7.50 % 8/24/2021 5/31/2028 (1) (2) (6) Acepac Holdings $ 1,000,000 7.50 % 8/24/2021 5/31/2028 (1) (4) (6) Rick Ward $ 15,000 7.50 % 8/24/2021 5/31/2028 (1) (2) (6) Robert & Joan Sweetman $ 10,000 8.00 % 7/1/2018 7/1/2025 (1) (2) (6) Michael Swenson $ 10,000 8.00 % 7/1/2018 7/1/2025 (1) (2) (6) Connie Sun $ 3,000 8.00 % 7/1/2018 7/1/2025 (1) (2) (6) Elizabeth Enoch $ 10,000 8.00 % 8/1/2018 7/1/2025 (1) (2) (6) William C. Stanton and Carol Stanton $ 3,000 8.00 % 7/1/2018 7/1/2025 (1) (2) (6) Total $ 3,135,000 (1) All notes above are secured by the following collateral: all the assets of Idaho CuMo except for the following patented lode mining claims located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: (i) Blackbird, (ii) Red Flag, (iii) Enterprise, (iv) Enterprise Fraction, (v) Commonwealth, (vi) Baby Mine. Each Note will rank pari passu with all other Notes. (2) Financial investment by accredited investor. (3) Issued in exchange for 20 unpatented mining claims located approximately 10 miles northeast of Pioneerville, Idaho. (4) Issued to settle litigation between MultiMetal Development Ltd. (former parent company of Idaho Copper Corp) and Acepac Holdings. (5) Interest capitalized; accrual dates 6/30 and 12/31. (6) Interest paid in cash on 6/30 and 12/31. (7) On 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. The 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 2025 $ - 2026 1,546,000 2027 500,000 2028 - 2029 1,089,000 Thereafter - Total $ 3,135,000 F- 13 NOTE 6 – RELATED PARTY TRANSACTIONS On 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. See Note 7. As 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. On the Statements of Operations for the years ended January 31, 2024 and 2023, payroll and related expenses were $ 318,561 and $ 963,055 , respectively. The variances for the years ended January 31, 2024 and 2023 are recorded in stock-based compensation as the majority of the accrued compensation was converted to common stock of the Company from time to time. In summary, the total officers’ compensation was recorded in both accounts, as applicable. On 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). On March 22, 2023, Shaun Dykes resigned as Vice President and Director. As of January 31, 2024, the Company has payables of $ 54,611 to Brodkey. NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $ 0.001 . From August 14, 2023 through December 11, 2023, 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 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. 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 Stock price $ 0.07 – 0.20 Exercise price $ 0.24 Expected volatility 521 - 1,042 % Expected term (years) 3 Risk free rate 4.05 – 4.45 % Dividends 0 % As of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding. F- 14 Common Stock The Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $ 0.001 . On January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1). On 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 . On 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 . On 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 . On 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 $ 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. On 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 , $ 83,333 , $ 41,667 , $ 41,667 , 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. As of January 31, 2024, the Company had 214,647,732 shares issued and outstanding. Options On 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 31, 2027 . The Company recognized $ 1,324,731 and $ 0 during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these options. 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: SUMMARY OF ESTIMATED VALUE OF OPTIONS Stock price $ 0.22 Exercise price $ 0.13 Expected volatility(a) 111.10 % - 265.18 % Expected term (years) 2 - 3 Risk free rate 3.88 % Dividends 0 % (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. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period . Warrants On 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. As of 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 11, 2027 . On 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 . The 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 17, 2026 . 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 8, 2026 . 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 8, 2026 . The Black-Scholes value for the warrants was $ 6,268 . As 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). The total outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479 , respectively. NOTE 8 – COMMITMENTS AND CONTINGENCIES The 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 flows. Certain 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. If 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. If 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. F- 15 Loss 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 lease . During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse space. 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. The $ 100,000 payment was recorded as an expense as this was a negotiated settlement and was determined not to be part of the lease agreement. NOTE 9 – INCOME TAXES As 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. The 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 TAX PURPOSES 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 ( 68,090 ) ( 76,509 ) Change in valuation allowance 354,070 397,846 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES January 31, 2024 January 31, 2023 Deferred tax assets: Net operating loss carryforward $ 751,916 $ 397,846 Timing differences - - Total gross deferred tax assets 751,916 397,846 Less: Deferred tax asset valuation allowance ( 751,916 ) ( 397,846 ) Total net deferred taxes $ - $ - In 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. Because of the historical earnings history of the Company, the net deferred tax assets for 2024 and 2023 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 751,916 and $ 397,846 as of January 31, 2024 and 2023, respectively. F- 16 NOTE 10 – SUBSEQUENT EVENTS The 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. The 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. F- 17