GTVI Joway Health Industries Group Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

For the quarterly period ended October 31, 2023

 

☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act

 

For the transition period from _________ to _________.

 

 

IDAHO COPPER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(f/k/a Joway Health Industries Group Inc.)

 

Nevada		333-108715		98-0221494
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

 

800 W. Main Street, Suite 1460, Boise, ID 83702

(Address of Principal Executive Offices)

 

(208) 274-9220

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		COPR		OTC

 

Securities registered pursuant to Section 12(g) of the Act:

 

N/A

(Title of class)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☐ NO ☐

 

Note: The Registrant has voluntarily filed all periodic reports under the Securities Exchange Act of 1934 for the preceding 12 months.

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

(Check One):

 

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐ NO ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December 20, 2023, the issuer had 214,647,731 shares issued, issuable, and outstanding.

 

 

 

IDAHO COPPER CORPORATION

 

QUARTERLY REPORT ON FORM 10-Q

 

October 31, 2023

 

TABLE OF CONTENTS

 

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	Signatures	20

 

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements for Idaho Copper Corporation. Any forward-looking statement made by us in this Form 10Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

(UNAUDITED)

 

Contents

 

	Page
Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of October 31, 2023, and January 31, 2023 (unaudited)	4
Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2023, and 2022 (unaudited)	5
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended October 31, 2023, and 2022 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2023, and 2022 (unaudited)	7
Notes to the Condensed Consolidated Financial Statements (unaudited)	8-14

 

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Condensed Consolidated Balance Sheets

(unaudited)

 

		October 31, 2023				January 31, 2023
ASSETS
Current assets
Cash		$	17,714			$	431,374
Prepaid expenses			24,472				-
Total current assets			42,186				431,374
Deposit			100,000				100,000
Total assets		$	142,186			$	531,374
CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	477,791			$	354,763
Accrued expenses to related parties			293,752				83,333
Accrued interest, current portion			42,347				8,817
Total current liabilities			813,890				446,913
Non-current liabilities
Bond liabilities			3,135,000				3,135,000
Convertible notes payable, net of discounts			544,116				218,429
Accrued interest, non-current portion			1,499,078				1,351,609
Total non-current liabilities			5,178,194				4,705,038
Total liabilities			5,992,084				5,151,951
Commitments and contingencies (Note 8)			-				-
Stockholders’ deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding at October 31, 2023 and January 31, 2023			-				-
Common stock, $0.001 par value, 500,000,000 shares authorized, 213,181,524 and 208,457,823 shares issued and outstanding at October 31, 2023 and January 31, 2023, respectively			213,182				208,458
Additional paid-in capital			23,568,169				23,059,223
Accumulated deficit			(29,631,249	)			(27,888,258	)
Total stockholders’ deficit			(5,849,898	)			(4,620,577	)
Total liabilities and stockholders’ deficit		$	142,186			$	531,374

 

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

 

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Condensed Consolidated Statements of Operations

(unaudited)

 

		2023				2022				2023				2022
		Three Months Ended								Nine Months Ended
		October 31,								October 31,
		2023				2022				2023				2022
Revenue		$	-			$	-			$	-			$	-
Operating expenses
Professional fees			100,821				117,344				357,622				234,900
Payroll and related expenses			282,500				104,771				639,500				522,040
Rent expense			10,500				-				31,500				30,000
Stock-based stock compensation			-				-				140,741				-
Other general and administrative expenses			42,905				10,070				67,458				11,955
Total operating expenses			436,726				232,184				1,236,821				798,895
Operating loss			(436,726	)			(232,184	)			(1,236,821	)			(798,895	)
Other income (expense)
Amortization of beneficial conversion feature			(68,566	)			-				(203,812	)			-
Amortization of debt discount			(11,316	)			-				(22,633	)			-
Gain on liabilities written off			-				-				-				144,087
Gain on sale of property			-				-				-				200,458
Interest expense			(63,851	)			(400	)			(279,725	)			(195,740	)
Total other income (expense)			(143,733	)			(401	)			(506,170	)			148,806
Net loss		$	(580,459	)		$	(232,584	)		$	(1,742,990	)		$	(650,089	)
Basic and diluted net loss per common share		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.03	)
Basic and diluted weighted average common shares outstanding			210,365,353				20,054,000				210,175,251				20,054,000

 

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

 

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended October 31, 2023 and 2022

(unaudited)

 

		Shares				Amount				Shares				Amount				Capital				Deficit				Total
																		Additional				Accumu-
		Preferred Stock								Common Stock								Paid-in				lated
		Shares				Amount				Shares				Amount				Capital				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
Net loss for the period ended April 30, 2022			-				-				-				-				-				(223,602	)			(223,602	)
Balance, April 30, 2022			-			$	-				202,294,000			$	202,294			$	19,610,928			$	(23,812,390	)		$	(3,999,167	)
Net loss for the period ended July 31, 2022			-				-				-				-				-				(193,903	)			(193,903	)
Balance, July 31, 2022			-			$	-				202,294,000			$	202,294			$	19,610,928			$	(24,006,293	)		$	(4,193,070	)
Net loss for the period ended October 31, 2022			-				-				-				-				-				(232,584	)			(232,584	)
Balance, October 31, 2022			-			$	-				202,294,000			$	202,294			$	19,610,928			$	(24,432,780	)		$	(4,619,558	)
Balance, January 31, 2023			-			$	-				208,457,823			$	208,458			$	23,059,223			$	(27,888,258	)		$	(4,620,577	)
Common stock issued for services			-				-				879,628				879				139,860				-				140,739
Net loss for the period ended April 30, 2023			-				-				-				-				-				(575,001	)			(575,001	)
Balance, April 30, 2023			-			$	-				209,337,451			$	209,337			$	23,199,083			$	(28,463,259	)		$	(5,054,839	)
Warrants issued			-				-				-				-				103,846				-				103,846
Net loss for the period ended July 31, 2023			-				-				-				-				-				(587,532	)			(587,532	)
Balance, July 31, 2023			-			$	-				209,337,451			$	209,337			$	23,302,929			$	(29,050,790	)		$	(5,538,525	)
Balance, July 31, 2023			-			$	-				209,337,451			$	209,337			$	23,302,929			$	(29,050,790	)		$	(5,538,525	)
Conversion of liabilities to common stock			-				-				3,844,073				3,845				265,240				-				269,085
Net loss for the period ended October 31, 2023			-				-				-				-				-				(580,459	)			(580,459	)
Balance, October 31, 2023			-			$	-				213,181,524			$	213,182			$	23,568,169			$	(29,631,249	)		$	(5,849,898	)
Balance, October 31, 2023			-			$	-				213,181,524			$	213,182			$	23,568,169			$	(29,631,249	)		$	(5,849,898	)

 

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

 

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Consolidated Statements of Cash Flows

For the Nine Months Ended October 31,

(unaudited)

 

		2023				2022
Cash flows from operating activities:
Net loss		$	(1,742,990	)		$	(650,089	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			140,741				-
Amortization of beneficial conversion feature			203,812				-
Amortization of debt discount			22,633				-
Gain on sale of property			-				(200,458	)
Gain on liabilities written off			-				(144,087	)
Recapitalization			-				(139,975	)
Change in assets and liabilities:
Other receivable			-				(82,942	)
Prepaid expenses			(24,472	)			-
Accounts payable and accrued expenses			123,030				(56,132	)
Accrued expenses - related party			481,386				527,427
Accrued interest			180,999				303,574
Net cash used in operating activities			(614,860	)			(442,683	)
Cash flows from financing activities:
Proceeds from convertible notes payable			201,200				-
Proceeds from debentures			-				250,000
Net cash provided by financing activities			201,200				250,000
Net decrease in cash			(413,660	)			(192,683	)
Cash at beginning of period			431,374				217,948
Cash at end of period		$	17,714			$	25,265
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities:
Conversion of liabilities into common stock		$	269,085			$	-

 

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

 

 

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

October 31, 2023

(unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

 

The accompanying condensed 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 condensed 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 condensed consolidated financial statements are based on the balance sheets and statements of operations of ICUMO on a post-merger basis.

 

The unaudited condensed consolidated financial statements of the Company for the three and nine month periods ended October 31, 2023, and 2022 have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The condensed consolidated balance sheet information as of January 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2023, included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with that report.

 

Principles of Consolidation

 

The condensed 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 condensed 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.

 

8

 

Liquidity and Going Concern

 

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On October 31, 2023, we had $17,714 in cash. Our net loss incurred for the nine months ended October 31, 2023 was $1,742,991 and the working capital deficit was $771,704 on October 31, 2023. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

 

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 condensed 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 and reputable banking institutions which it believes mitigates these risks. As of October 31, 2023, and 2022, the Company’s cash balances did not exceed the insurance limits, respectively.

 

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 19,928,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of October 31, 2023, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.

 

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 October 31, 2023. 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 three and nine months ended October 31, 2023.

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20, Debt, that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal year 2023. There was no impact to the Company’s condensed consolidated financial statements.

 

9

 

Recently Issued Accounting Standards

 

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

 

Unproven Mineral Right Interests

 

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.

 

Title to Unproven Mineral Right Interests

 

Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

 

Convertible Debentures

 

The Company presents convertible debentures separately in its debt and equity components within the condensed 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.

 

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.

 

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. As of October 31, 2023, and January 31, 2023, the balance of unproven mineral right interests was $0.

 

Impairment of Long-Lived Assets

 

The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

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 October 31, 2023, there are no costs as production has not yet commenced.

 

10

 

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.

 

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 other assets on the balance sheet) for the reclamation bond which has a face value of $278,000 as determined by the United States Department of Agriculture Forest Service.

 

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

 

Although the Company does not anticipate being required to perform significant reclamation activities, to be conservative, 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 $1,099,200 in convertible secured notes payable at October 31, 2023 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			Property		1/23/23		7/23/25		$	0.10				1,250,000				1,250,000			$	0.15				1/23/28
Feehan Partners, LP		$	87,334			Property		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			Property		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			Property		1/23/23		7/23/25		$	0.10				1,000,000				1,000,000			$	0.15				1/23/28
Corey Redfield		$	50,000			Property		1/23/23		7/23/25		$	0.10				500,000				500,000			$	0.15				1/23/28
PV Partners, LP		$	75,000			Property		1/23/23		7/23/25		$	0.10				750,000				750,000			$	0.15				1/23/28
Shaun Dykes		$	30,000			Property		1/23/23		7/23/25		$	0.10				300,000				300,000			$	0.15				1/23/28
Patricia Czerniej		$	30,000			Property		1/23/23		7/23/25		$	0.10				300,000				300,000			$	0.15				1/23/28
James Dykes		$	30,000			Property		1/23/23		7/23/25		$	0.10				300,000				300,000			$	0.15				1/23/28
Jason Czerniej		$	30,000			Property		1/23/23		7/23/25		$	0.10				300,000				300,000			$	0.15				1/23/28
Louise Dykes		$	30,000			Property		1/23/23		7/23/25		$	0.10				300,000				300,000			$	0.15				1/23/28
Andrew Brodkey		$	98,000			Property		1/23/23		7/23/25		$	0.10				980,000				980,000			$	0.15				1/23/28
Feehan Partners, LP		$	112,666			Property		1/23/23		7/23/25		$	0.10				1,126,660				1,126,660			$	0.15				1/23/28
Gil Atzmon		$	102,200			Property		5/8/23		11/8/25		$	0.23				440,000				550,000			$	0.23				5/8/26
Jon Powell		$	100,000			Property		5/8/23		11/8/25		$	0.23				434,783				543,479			$	0.23				5/8/26
Total		$	1,099,200														9,854,783				10,073,479

 

There are debt discounts and beneficial conversion features on the above notes payable of $464,233.

 

11

 

NOTE 5 – BOND LIABILITIES

 

The Company has bond liabilities as of October 31, 2023, as follows:

 

SCHEDULE OF BOND LIABILITIES 

		Principal Amount				Note Date		Maturity Date
Yin Yin Silver Limited		$	1,250,000			12/21/17		12/21/2024
Barry Swenson		$	500,000			12/31/17		12/31/2025
Don H. Adair or Joanne Adair		$	125,000			2/15/17		2/15/2025 (a)
Joseph Swinford or Danielle Swinford		$	50,000			2/15/17		2/15/2025 (a)
Brandon Swain or Sierra Swain		$	50,000			2/15/17		2/15/2025 (a)
Scott Collins or Kendra Collins		$	12,500			2/15/17		2/15/2025 (a)
Carl Collins or Ellen Collins		$	12,500			2/15/17		2/15/2025 (a)
Jim Hammerel		$	5,000			9/21/2017		9/21/2024
Bret Renaud		$	5,000			10/14/2017		10/14/2024
Elatam Group Ltd		$	67,000			8/24/2021		5/31/2028
James Hardy		$	7,000			8/24/2021		5/31/2028
Acepac Holdings		$	1,000,000			8/24/2021		5/31/2028
Rick Ward		$	15,000			8/24/2021		5/31/2028
Robert & Joan Sweetman		$	10,000			7/1/2018		7/1/2025
Michael Swenson		$	10,000			7/1/2018		7/1/2025
Connie Sun		$	3,000			7/1/2018		7/1/2025
Elizabeth Enoch		$	10,000			8/1/2018		7/1/2025
William C. Stanton and Carol Stanton		$	3,000			7/1/2018		7/1/2025
Total		$	3,135,000

 

(a)

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 October 31, 2023 are as follows:

SCHEDULE OF MATURITIES OF THE BOND LIABILITIES 

2024		$	1,510,000
2025			536,000
2026			-
2027			-
2028			1,089,000
Thereafter			-
Total		$	3,135,000

 

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 Rudoksky (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 October 31, 2023, the Company has accrued compensation of $293,752 for its officers as recorded in accrued expenses to related parties. The Company compensated its officers $357,000 for the nine months ended October 31, 2023.

 

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

 

On March 22, 2023, Dykes resigned as Director.

 

As of October 31, 2023, the Company has payables of $54,300 to Brodkey.

 

For the nine months ended October 31, 2023, and 2022, the Company compensated Shaun Dykes, through his consulting firm, $261,860 and $225,873, respectively, in consulting fees.

 

12

 

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.

 

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 legal 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.

 

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 $79,583, respectively.

 

As of October 31, 2023, the Company had 213,181,524 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 October 31, 2023, and January 31, 2023, 24,254,000 options have vested. The exercise price for the options is $0.125 and they expire on December 31, 2027.

 

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 October 31, 2023, and January 31, 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, as part of an investment, the Company issued 62,500 warrants with an exercise price of $0.24. The warrants expire on August 14, 2026.

 

As of October 31, 2023, the Company had 1,858,500 warrants outstanding with an exercise price of $0.15, which relate to the convertible notes dated January 23, 2023 (see Note 4), and 1,093,479 warrants outstanding with an exercise price of $0.23, which relate to the convertible notes dated May 8, 2023 (see Note 4).

 

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 condensed 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 condensed 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.

 

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

 

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 for the reclamation bond which has a face value of $278,000 as determined by the United States Department of Agriculture Forest Service.

 

NOTE 9 – INCOME TAXES

 

As of October 31, 2023, and January 31, 2023, the Company has net operating loss carry forwards of $357,709 and $0, 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.

 

13

 

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 

		October 31, 2023				January 31, 2023
Tax expense (benefit) at the statutory rate		$	(288,919	)		$	(136,519	)
State income taxes, net of federal income tax benefit			(68,790	)			(32,504	)
Change in valuation allowance			357,709				169,023
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 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 October 31, 2023 and January 31, 2023 are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 

		October 31, 2023				January 31, 2023
Deferred tax assets:
Net operating loss carryforward		$	357,709			$	-
Timing differences			-				-
Total gross deferred tax assets			357,709				-
Less: Deferred tax asset valuation allowance			(357,709	)			-
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 2023 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $357,709 and $0 as of October 31, 2023, and January 31,2023, respectively.

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the condensed consolidated balance sheet through the date of this filing and determined there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements.

 

 

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

 

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q.

 

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

 

This discussion should be read in conjunction with our financial statements filed on our Form 8-K on January 27, 2023, our 2022 Form 10-K, and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

 

Nature of Operations

 

The Company is in the process of exploring its mineral right interests in the United States and at the date of these condensed consolidated financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves. Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral right interests. The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity of the Company’s title to such properties.

 

Mining Property

 

To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this Report, its sole material mining operation is the CuMo Project. The Company will update its assessment of individual material mines on an annual basis.

 

The information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the full text of the TRS, a copy of which was filed as Exhibit 96.1 to the Current Report on Form 8-K, dated January 27, 2023.

 

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes, M. Sc. (Eng), P.Geo of Geologic Systems, Ltd. Mr. Dykes is also serving as a technical advisor to the registrant. Mr. Dykes meets the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.

 

The CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

 

No assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

 

Independent Valuation

 

On March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo project in Boise County, Idaho, acquired by the Company in the ICUMO transaction. The CuMo project is a molybdenum-copper deposit that will be developed as an open pit mining operation. The fair market value of the assets were $23,919,754.

 

Recent Developments

 

As a result of the Exchange, which was consummated January 23, 2023, we are no longer a shell company. However, for the fiscal year ended as of December 31, 2022, we were a shell company and did not generate any revenues.

 

The Report of our independent registered public accountants on our financial statements for the year ended December 31, 2022 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.

 

 

On February 7, 2023, the Board and the holder of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s voting equity, approved by written consent, in accordance with the applicable provisions of Nevada law, the execution and filing of the Amendment with the Nevada Secretary of State, to effect the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation.” On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, with immediate effect.

 

Off-balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto for the three and nine months ended October 31, 2023, and 2022, and related management discussion herein.

 

Our condensed consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.

 

Going Concern Qualification

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $29,631,249 from its inception to October 31, 2023, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

 

For the three months ended October 31, 2023, compared to the three months ended October 31, 2022

 

Revenue

 

The Company has had no revenue historically to date.

 

Operating Expenses

 

The Company had operating expenses of $436,726 for the three months ended October 31, 2023, compared to $232,184 for the three months ended October 31, 2022.

 

Other Income / Expenses

 

The Company had other expenses of $143,733 for the three months ended October 31, 2023, compared to $401 of income for the three months ended October 31, 2022.

 

Net Loss

 

The Company had a net loss of $580,459 for the three months ended October 31, 2023, compared to $232,584 for the three months ended October 31, 2022.

 

For the nine months ended October 31, 2023, compared to the nine months ended October 31, 2022

 

Revenue

 

The Company has had no revenue historically to date.

 

Operating Expenses

 

The Company had operating expenses of $1,236,821 for the nine months ended October 31, 2023, compared to $798,895 for the nine months ended October 31, 2022. The primary increase is related to stock-based compensation of $140,741 compared to $0 for the nine months ended October 31, 2022.

 

Other Income / Expenses

 

The Company had other expenses of $506,170 for the nine months ended October 31, 2023, compared to $148,806 of income for the nine months ended October 31, 2022.

 

Net Loss

 

The Company had a net loss of $1,742,991 for the nine months ended October 31, 2023, compared to $650,089 for the nine months ended October 31, 2022.

 

Liquidity and Capital Resources

 

As of October 31, 2023, the Company had cash of $17,714. We do not have sufficient resources to effectuate our business. We expect to incur expenses offset by revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

 

 

Operations used cash of $614,860 for the nine months ended October 31, 2023, compared to cash used of $442,683 for the same period in 2022.

 

We used cash in financing activities of $0 for the nine months ended October 31, 2023, compared to $0 for the same period in 2022.

 

We had cash provided by financing activities for the nine months ended October 31, 2023, of $201,200 compared to $250,000 for the same period in 2022.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information that it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer / Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer / Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer / Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

	●	The Company does not have a majority of independent directors;
	●	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	●	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
	●	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes; and
	●	To remediate our internal control weaknesses, management intends to implement the following measures: as funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements; the Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting; and upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Limitations on the Effectiveness of Controls

 

The Company’s officers do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Changes in Internal Control Over Financial Reporting

 

During the fiscal quarter covered by this Quarterly Report, there has been a significant change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. With the transaction with ICUMO, the Company has an independent accounting company which has provided a separation of duties.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

 

Item 1A. Risk Factors

 

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

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On March 3, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

 

On March 3, 2023, the Company issued 250,000 shares of common stock to David Lubin for legal services. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

 

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. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

The enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the operators of mines to include in each periodic report filed with the SEC certain specified disclosures regarding the Company’s history of mine safety. The Company did not operate any mines during the period covered by this Report and currently does not operate any mines and, as such, is not subject to disclosure requirements regarding mine safety that were imposed by the Dodd-Frank Act.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

Exhibit Number		Description
2.1		Share Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
3.1		Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)
3.2		Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)
3.3		Certificate of Amendment to Articles of Incorporation, filed March 9, 2023 (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on March 10, 2023)
4.2		Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.3		Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023).
4.4		Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.5		Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.6		7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.1		Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.2		Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020)
10.3		Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)
10.4		Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.5		Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.6		Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.7		Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.8		Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.9		MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
14.1		Code of Ethics (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023)
23.1		Consent of Geologic Systems Ltd. regarding the CuMo Project (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
31.1		Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
96.1		Technical Report Summary and Resource Estimate, the CuMo Project, Boise National Forest, Boise County, Idaho, United States (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SIGNATURE		TITLE		DATE
/s/ Steven Rudofsky		President and Chief Executive Officer (Principal Executive Officer)		December 20, 2023
Steven Rudofsky
/s/ Robert Scannell		Chief Financial Officer (Principal Financial and Accounting Officer)		December 20, 2023
Robert Scannell

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Steven Rudofsky, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Idaho Copper Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 20, 2023
/s/ Steven Rudofsky
Steven Rudofsky
Chief Executive Officer
(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert Scannell, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Idaho Copper Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 20, 2023
/s/ Robert Scannell
Robert Scannell
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

CERTIFICATION

 

In connection with the Quarterly Report of Idaho Copper Corporation (the “Company”) on Form 10-Q for the period ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Rudofsky, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Steven Rudofsky
Steven Rudofsky
Chief Executive Officer
(Principal Executive Officer)
December 20, 2023

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

CERTIFICATION

 

In connection with the Quarterly Report of Idaho Copper Corporation (the “Company”) on Form 10-Q for the period ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Scannell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Robert Scannell
Robert Scannell
Chief Financial Officer
(Principal Financial and Accounting Officer)
December 20, 2023

 

v3.23.4

Cover - shares	9 Months Ended
	Oct. 31, 2023	Dec. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--01-31
Entity File Number	333-108715
Entity Registrant Name	IDAHO COPPER CORPORATION
Entity Central Index Key	0001263364
Entity Tax Identification Number	98-0221494
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	800 W. Main Street
Entity Address, Address Line Two	Suite 1460
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83702
City Area Code	(208)
Local Phone Number	274-9220
Title of 12(b) Security	Common
Trading Symbol	COPR
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		214,647,731

v3.23.4

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2023	Jan. 31, 2023
Current assets
Cash	$ 17,714	$ 431,374
Prepaid expenses	24,472
Total current assets	42,186	431,374
Deposit	100,000	100,000
Total assets	142,186	531,374
Current liabilities
Accounts payable and accrued expenses	477,791	354,763
Accrued interest, current portion	42,347	8,817
Total current liabilities	813,890	446,913
Non-current liabilities
Bond liabilities	3,135,000	3,135,000
Convertible notes payable, net of discounts	544,116	218,429
Accrued interest, non-current portion	1,499,078	1,351,609
Total non-current liabilities	5,178,194	4,705,038
Total liabilities	5,992,084	5,151,951
Commitments and contingencies (Note 8)
Stockholders’ deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding at October 31, 2023 and January 31, 2023
Common stock, $0.001 par value, 500,000,000 shares authorized, 213,181,524 and 208,457,823 shares issued and outstanding at October 31, 2023 and January 31, 2023, respectively	213,182	208,458
Additional paid-in capital	23,568,169	23,059,223
Accumulated deficit	(29,631,249)	(27,888,258)
Total stockholders’ deficit	(5,849,898)	(4,620,577)
Total liabilities and stockholders’ deficit	142,186	531,374
Related Party [Member]
Current liabilities
Accrued expenses to related parties	$ 293,752	$ 83,333

v3.23.4

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Oct. 31, 2023	Jan. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	213,181,524	208,457,823
Common stock, shares outstanding	213,181,524	208,457,823

v3.23.4

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	100,821	117,344	357,622	234,900
Payroll and related expenses	282,500	104,771	639,500	522,040
Rent expense	10,500		31,500	30,000
Stock-based stock compensation			140,741
Other general and administrative expenses	42,905	10,070	67,458	11,955
Total operating expenses	436,726	232,184	1,236,821	798,895
Operating loss	(436,726)	(232,184)	(1,236,821)	(798,895)
Other income (expense)
Amortization of beneficial conversion feature	(68,566)		(203,812)
Amortization of debt discount	(11,316)		(22,633)
Gain on liabilities written off				144,087
Gain on sale of property				200,458
Interest expense	(63,851)	(400)	(279,725)	(195,740)
Total other income (expense)	(143,733)	(401)	(506,170)	148,806
Net loss	$ (580,459)	$ (232,584)	$ (1,742,990)	$ (650,089)

v3.23.4

Condensed Consolidated Statement of Operations (Unaudited) - $ / shares	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Basic net loss per common share	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.03)
Diluted net loss per common share	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.03)
Basic weighted average common shares outstanding	210,365,353	20,054,000	210,175,251	20,054,000
Diluted weighted average common shares outstanding	210,365,353	20,054,000	210,175,251	20,054,000

v3.23.4

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jan. 31, 2022		$ 20,054	$ 232,861	$ (8,547,688)	$ (8,294,773)
Balance, shares at Jan. 31, 2022		20,054,000
Common stock issued for ICUMO
Recapitalization		$ 182,240	19,378,067	(15,041,100)	4,519,207
Recapitalization, shares		182,240,000
Net loss				(223,602)	(223,602)
Ending balance, value at Apr. 30, 2022		$ 202,294	19,610,928	(23,812,390)	(3,999,167)
Balance, shares at Apr. 30, 2022		202,294,000
Beginning balance, value at Jan. 31, 2022		$ 20,054	232,861	(8,547,688)	(8,294,773)
Balance, shares at Jan. 31, 2022		20,054,000
Net loss					(650,089)
Conversion of liabilities to common stock
Ending balance, value at Oct. 31, 2022		$ 202,294	19,610,928	(24,432,780)	(4,619,558)
Balance, shares at Oct. 31, 2022		202,294,000
Beginning balance, value at Apr. 30, 2022		$ 202,294	19,610,928	(23,812,390)	(3,999,167)
Balance, shares at Apr. 30, 2022		202,294,000
Net loss				(193,903)	(193,903)
Ending balance, value at Jul. 31, 2022		$ 202,294	19,610,928	(24,006,293)	(4,193,070)
Balance, shares at Jul. 31, 2022		202,294,000
Net loss				(232,584)	(232,584)
Ending balance, value at Oct. 31, 2022		$ 202,294	19,610,928	(24,432,780)	(4,619,558)
Balance, shares at Oct. 31, 2022		202,294,000
Beginning balance, value at Jan. 31, 2023		$ 208,458	23,059,223	(27,888,258)	(4,620,577)
Balance, shares at Jan. 31, 2023		208,457,823
Net loss				(575,001)	(575,001)
Common stock issued for services		$ 879	139,860		140,739
Common stock issued for services, shares		879,628
Conversion of liabilities to common stock, shares		3,844,073
Ending balance, value at Apr. 30, 2023		$ 209,337	23,199,083	(28,463,259)	(5,054,839)
Balance, shares at Apr. 30, 2023		209,337,451
Beginning balance, value at Jan. 31, 2023		$ 208,458	23,059,223	(27,888,258)	(4,620,577)
Balance, shares at Jan. 31, 2023		208,457,823
Net loss					(1,742,990)
Conversion of liabilities to common stock					269,085
Ending balance, value at Oct. 31, 2023		$ 213,182	23,568,169	(29,631,249)	(5,849,898)
Balance, shares at Oct. 31, 2023		213,181,524
Beginning balance, value at Apr. 30, 2023		$ 209,337	23,199,083	(28,463,259)	(5,054,839)
Balance, shares at Apr. 30, 2023		209,337,451
Net loss				(587,532)	(587,532)
Warrants issued			103,846		103,846
Ending balance, value at Jul. 31, 2023		$ 209,337	23,302,929	(29,050,790)	(5,538,525)
Balance, shares at Jul. 31, 2023		209,337,451
Net loss				(580,459)	(580,459)
Conversion of liabilities to common stock		3,845	265,240		269,085
Ending balance, value at Oct. 31, 2023		$ 213,182	$ 23,568,169	$ (29,631,249)	$ (5,849,898)
Balance, shares at Oct. 31, 2023		213,181,524

v3.23.4

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Cash flows from operating activities:
Net loss	$ (580,459)	$ (232,584)	$ (1,742,990)	$ (650,089)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			140,741
Amortization of beneficial conversion feature			203,812
Amortization of debt discount	11,316		22,633
Gain on sale of property				(200,458)
Gain on liabilities written off				(144,087)
Recapitalization				(139,975)
Change in assets and liabilities:
Other receivable				(82,942)
Prepaid expenses			(24,472)
Accounts payable and accrued expenses			123,030	(56,132)
Accrued expenses - related party			481,386	527,427
Accrued interest			180,999	303,574
Net cash used in operating activities			(614,860)	(442,683)
Cash flows from financing activities:
Proceeds from convertible notes payable			201,200
Proceeds from debentures				250,000
Net cash provided by financing activities			201,200	250,000
Net decrease in cash			(413,660)	(192,683)
Cash at beginning of period			431,374	217,948
Cash at end of period	17,714	$ 25,265	17,714	25,265
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Conversion of liabilities into common stock	$ 269,085		$ 269,085

v3.23.4

NATURE OF OPERATIONS	9 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS   The accompanying condensed 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 condensed 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.

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 condensed consolidated financial statements are based on the balance sheets and statements of operations of ICUMO on a post-merger basis.   The unaudited condensed consolidated financial statements of the Company for the three and nine month periods ended October 31, 2023, and 2022 have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The condensed consolidated balance sheet information as of January 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2023, included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with that report.   Principles of Consolidation   The condensed 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 condensed 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.     Liquidity and Going Concern   We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On October 31, 2023, we had $17,714 in cash. Our net loss incurred for the nine months ended October 31, 2023 was $1,742,991 and the working capital deficit was $771,704 on October 31, 2023. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.   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 condensed 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 and reputable banking institutions which it believes mitigates these risks. As of October 31, 2023, and 2022, the Company’s cash balances did not exceed the insurance limits, respectively.   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 19,928,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of October 31, 2023, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.   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 October 31, 2023. 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 three and nine months ended October 31, 2023.   Recent Accounting Pronouncements   In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20, Debt, that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal year 2023. There was no impact to the Company’s condensed consolidated financial statements.     Recently Issued Accounting Standards   Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.   Unproven Mineral Right Interests   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.   Title to Unproven Mineral Right Interests   Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.   Convertible Debentures   The Company presents convertible debentures separately in its debt and equity components within the condensed 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.   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.   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. As of October 31, 2023, and January 31, 2023, the balance of unproven mineral right interests was $0.   Impairment of Long-Lived Assets   The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.   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 October 31, 2023, 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.

v3.23.4

RECLAMATION BONDS AND PROVISIONS	9 Months Ended
	Oct. 31, 2023
Reclamation Bonds And Provisions
RECLAMATION BONDS AND PROVISIONS	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 other assets on the balance sheet) for the reclamation bond which has a face value of $278,000 as determined by the United States Department of Agriculture Forest Service.   The security deposit is refundable when the Company completes the required reclamation clean-up costs.   Although the Company does not anticipate being required to perform significant reclamation activities, to be conservative, 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.

v3.23.4

CONVERTIBLE NOTES	9 Months Ended
	Oct. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 4 – CONVERTIBLE NOTES   The Company has $1,099,200 in convertible secured notes payable at October 31, 2023 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     Property   1/23/23   7/23/25   $ 0.10       1,250,000       1,250,000     $ 0.15       1/23/28   Feehan Partners, LP   $ 87,334     Property   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     Property   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     Property   1/23/23   7/23/25   $ 0.10       1,000,000       1,000,000     $ 0.15       1/23/28   Corey Redfield   $ 50,000     Property   1/23/23   7/23/25   $ 0.10       500,000       500,000     $ 0.15       1/23/28   PV Partners, LP   $ 75,000     Property   1/23/23   7/23/25   $ 0.10       750,000       750,000     $ 0.15       1/23/28   Shaun Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Patricia Czerniej   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   James Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Jason Czerniej   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Louise Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Andrew Brodkey   $ 98,000     Property   1/23/23   7/23/25   $ 0.10       980,000       980,000     $ 0.15       1/23/28   Feehan Partners, LP   $ 112,666     Property   1/23/23   7/23/25   $ 0.10       1,126,660       1,126,660     $ 0.15       1/23/28   Gil Atzmon   $ 102,200     Property   5/8/23   11/8/25   $ 0.23       440,000       550,000     $ 0.23       5/8/26   Jon Powell   $ 100,000     Property   5/8/23   11/8/25   $ 0.23       434,783       543,479     $ 0.23       5/8/26   Total   $ 1,099,200                           9,854,783       10,073,479                     There are debt discounts and beneficial conversion features on the above notes payable of $464,233.

v3.23.4

BOND LIABILITIES	9 Months Ended
	Oct. 31, 2023
Other Liabilities Disclosure [Abstract]
BOND LIABILITIES	NOTE 5 – BOND LIABILITIES   The Company has bond liabilities as of October 31, 2023, as follows:   SCHEDULE OF BOND LIABILITIES      Principal Amount     Note Date   Maturity Date Yin Yin Silver Limited   $ 1,250,000     12/21/17   12/21/2024 Barry Swenson   $ 500,000     12/31/17   12/31/2025 Don H. Adair or Joanne Adair   $ 125,000     2/15/17   2/15/2025 (a) Joseph Swinford or Danielle Swinford   $ 50,000     2/15/17   2/15/2025 (a) Brandon Swain or Sierra Swain   $ 50,000     2/15/17   2/15/2025 (a) Scott Collins or Kendra Collins   $ 12,500     2/15/17   2/15/2025 (a) Carl Collins or Ellen Collins   $ 12,500     2/15/17   2/15/2025 (a) Jim Hammerel   $ 5,000     9/21/2017   9/21/2024 Bret Renaud   $ 5,000     10/14/2017   10/14/2024 Elatam Group Ltd   $ 67,000     8/24/2021   5/31/2028 James Hardy   $ 7,000     8/24/2021   5/31/2028 Acepac Holdings   $ 1,000,000     8/24/2021   5/31/2028 Rick Ward   $ 15,000     8/24/2021   5/31/2028 Robert & Joan Sweetman   $ 10,000     7/1/2018   7/1/2025 Michael Swenson   $ 10,000     7/1/2018   7/1/2025 Connie Sun   $ 3,000     7/1/2018   7/1/2025 Elizabeth Enoch   $ 10,000     8/1/2018   7/1/2025 William C. Stanton and Carol Stanton   $ 3,000     7/1/2018   7/1/2025 Total   $ 3,135,000             (a) 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 October 31, 2023 are as follows: SCHEDULE OF MATURITIES OF THE BOND LIABILITIES            2024   $ 1,510,000   2025     536,000   2026     -   2027     -   2028     1,089,000   Thereafter     -   Total   $ 3,135,000

v3.23.4

RELATED PARTY TRANSACTIONS	9 Months Ended
	Oct. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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 Rudoksky (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 October 31, 2023, the Company has accrued compensation of $293,752 for its officers as recorded in accrued expenses to related parties. The Company compensated its officers $357,000 for the nine months ended October 31, 2023.   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”), Vice President and Director, for $150,000 (issued to Dykes and related parties to Dykes).   On March 22, 2023, Dykes resigned as Director.   As of October 31, 2023, the Company has payables of $54,300 to Brodkey.   For the nine months ended October 31, 2023, and 2022, the Company compensated Shaun Dykes, through his consulting firm, $261,860 and $225,873, respectively, in consulting fees.

v3.23.4

STOCKHOLDERS’ EQUITY	9 Months Ended
	Oct. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	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.   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 legal 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.   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 $79,583, respectively.   As of October 31, 2023, the Company had 213,181,524 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 October 31, 2023, and January 31, 2023, 24,254,000 options have vested. The exercise price for the options is $0.125 and they expire on December 31, 2027.   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 October 31, 2023, and January 31, 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, as part of an investment, the Company issued 62,500 warrants with an exercise price of $0.24. The warrants expire on August 14, 2026.   As of October 31, 2023, the Company had 1,858,500 warrants outstanding with an exercise price of $0.15, which relate to the convertible notes dated January 23, 2023 (see Note 4), and 1,093,479 warrants outstanding with an exercise price of $0.23, which relate to the convertible notes dated May 8, 2023 (see Note 4).

v3.23.4

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 condensed 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 condensed 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.   Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.   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 for the reclamation bond which has a face value of $278,000 as determined by the United States Department of Agriculture Forest Service.

v3.23.4

INCOME TAXES	9 Months Ended
	Oct. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES   As of October 31, 2023, and January 31, 2023, the Company has net operating loss carry forwards of $357,709 and $0, 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      October 31, 2023     January 31, 2023   Tax expense (benefit) at the statutory rate   $ (288,919 )   $ (136,519 ) State income taxes, net of federal income tax benefit     (68,790 )     (32,504 ) Change in valuation allowance     357,709       169,023   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 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 October 31, 2023 and January 31, 2023 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES      October 31, 2023     January 31, 2023   Deferred tax assets:                 Net operating loss carryforward   $ 357,709     $ -   Timing differences     -       -   Total gross deferred tax assets     357,709       -   Less: Deferred tax asset valuation allowance     (357,709 )     -   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 2023 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $357,709 and $0 as of October 31, 2023, and January 31,2023, respectively.

v3.23.4

SUBSEQUENT EVENTS	9 Months Ended
	Oct. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS   The Company has evaluated subsequent events from the condensed consolidated balance sheet through the date of this filing and determined there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements.

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	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 condensed consolidated financial statements are based on the balance sheets and statements of operations of ICUMO on a post-merger basis.   The unaudited condensed consolidated financial statements of the Company for the three and nine month periods ended October 31, 2023, and 2022 have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The condensed consolidated balance sheet information as of January 31, 2023, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2023, included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with that report.
Principles of Consolidation	Principles of Consolidation   The condensed 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 condensed 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.
Liquidity and Going Concern	Liquidity and Going Concern   We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. On October 31, 2023, we had $17,714 in cash. Our net loss incurred for the nine months ended October 31, 2023 was $1,742,991 and the working capital deficit was $771,704 on October 31, 2023. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Use of Estimates	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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash	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 and reputable banking institutions which it believes mitigates these risks. As of October 31, 2023, and 2022, the Company’s cash balances did not exceed the insurance limits, respectively.
Stock-Based Compensation	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	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	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 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 19,928,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of October 31, 2023, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.
Income Taxes	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 October 31, 2023. 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 three and nine months ended October 31, 2023.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20, Debt, that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal year 2023. There was no impact to the Company’s condensed consolidated financial statements.     Recently Issued Accounting Standards   Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
Unproven Mineral Right Interests	Unproven Mineral Right Interests   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.
Title to Unproven Mineral Right Interests	Title to Unproven Mineral Right Interests   Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Convertible Debentures	Convertible Debentures   The Company presents convertible debentures separately in its debt and equity components within the condensed 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	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.   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.   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. As of October 31, 2023, and January 31, 2023, the balance of unproven mineral right interests was $0.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets   The Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Reclamation provision	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 October 31, 2023, there are no costs as production has not yet commenced.
Related party transactions	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	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.

v3.23.4

CONVERTIBLE NOTES (Tables)	9 Months Ended
	Oct. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE	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     Property   1/23/23   7/23/25   $ 0.10       1,250,000       1,250,000     $ 0.15       1/23/28   Feehan Partners, LP   $ 87,334     Property   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     Property   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     Property   1/23/23   7/23/25   $ 0.10       1,000,000       1,000,000     $ 0.15       1/23/28   Corey Redfield   $ 50,000     Property   1/23/23   7/23/25   $ 0.10       500,000       500,000     $ 0.15       1/23/28   PV Partners, LP   $ 75,000     Property   1/23/23   7/23/25   $ 0.10       750,000       750,000     $ 0.15       1/23/28   Shaun Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Patricia Czerniej   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   James Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Jason Czerniej   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Louise Dykes   $ 30,000     Property   1/23/23   7/23/25   $ 0.10       300,000       300,000     $ 0.15       1/23/28   Andrew Brodkey   $ 98,000     Property   1/23/23   7/23/25   $ 0.10       980,000       980,000     $ 0.15       1/23/28   Feehan Partners, LP   $ 112,666     Property   1/23/23   7/23/25   $ 0.10       1,126,660       1,126,660     $ 0.15       1/23/28   Gil Atzmon   $ 102,200     Property   5/8/23   11/8/25   $ 0.23       440,000       550,000     $ 0.23       5/8/26   Jon Powell   $ 100,000     Property   5/8/23   11/8/25   $ 0.23       434,783       543,479     $ 0.23       5/8/26   Total   $ 1,099,200                           9,854,783       10,073,479

v3.23.4

BOND LIABILITIES (Tables)	9 Months Ended
	Oct. 31, 2023
Other Liabilities Disclosure [Abstract]
SCHEDULE OF BOND LIABILITIES	SCHEDULE OF BOND LIABILITIES      Principal Amount     Note Date   Maturity Date Yin Yin Silver Limited   $ 1,250,000     12/21/17   12/21/2024 Barry Swenson   $ 500,000     12/31/17   12/31/2025 Don H. Adair or Joanne Adair   $ 125,000     2/15/17   2/15/2025 (a) Joseph Swinford or Danielle Swinford   $ 50,000     2/15/17   2/15/2025 (a) Brandon Swain or Sierra Swain   $ 50,000     2/15/17   2/15/2025 (a) Scott Collins or Kendra Collins   $ 12,500     2/15/17   2/15/2025 (a) Carl Collins or Ellen Collins   $ 12,500     2/15/17   2/15/2025 (a) Jim Hammerel   $ 5,000     9/21/2017   9/21/2024 Bret Renaud   $ 5,000     10/14/2017   10/14/2024 Elatam Group Ltd   $ 67,000     8/24/2021   5/31/2028 James Hardy   $ 7,000     8/24/2021   5/31/2028 Acepac Holdings   $ 1,000,000     8/24/2021   5/31/2028 Rick Ward   $ 15,000     8/24/2021   5/31/2028 Robert & Joan Sweetman   $ 10,000     7/1/2018   7/1/2025 Michael Swenson   $ 10,000     7/1/2018   7/1/2025 Connie Sun   $ 3,000     7/1/2018   7/1/2025 Elizabeth Enoch   $ 10,000     8/1/2018   7/1/2025 William C. Stanton and Carol Stanton   $ 3,000     7/1/2018   7/1/2025 Total   $ 3,135,000             (a) 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.
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES	The maturities of the bond liabilities as of October 31, 2023 are as follows: SCHEDULE OF MATURITIES OF THE BOND LIABILITIES            2024   $ 1,510,000   2025     536,000   2026     -   2027     -   2028     1,089,000   Thereafter     -   Total   $ 3,135,000

v3.23.4

INCOME TAXES (Tables)	9 Months Ended
	Oct. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES	SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES      October 31, 2023     January 31, 2023   Tax expense (benefit) at the statutory rate   $ (288,919 )   $ (136,519 ) State income taxes, net of federal income tax benefit     (68,790 )     (32,504 ) Change in valuation allowance     357,709       169,023   Total   $ -     $ -
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The tax effect of significant components of the Company’s deferred tax assets and liabilities at October 31, 2023 and January 31, 2023 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES      October 31, 2023     January 31, 2023   Deferred tax assets:                 Net operating loss carryforward   $ 357,709     $ -   Timing differences     -       -   Total gross deferred tax assets     357,709       -   Less: Deferred tax asset valuation allowance     (357,709 )     -   Total net deferred taxes   $ -     $      -

v3.23.4

NATURE OF OPERATIONS (Details Narrative) - $ / shares	Jan. 23, 2023	Feb. 03, 2022
Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Buyer purchased common stock shares		16,644,820
Share Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued	182,240,000
Common stock, par value	$ 0.001

v3.23.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash	$ 17,714						$ 17,714		$ 431,374
Incurred net losses	580,459	$ 587,532	$ 575,001	$ 232,584	$ 193,903	$ 223,602	1,742,990	$ 650,089
Working capital deficit	771,704						771,704
Cash, FDIC Insured Amount	250,000						250,000
Cash	0			$ 0			0	$ 0
Unproven mineral right, interests	$ 0						$ 0		$ 0
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of shares outstanding, diluted							19,928,262

v3.23.4

RECLAMATION BONDS AND PROVISIONS (Details Narrative) - Surety Agreement [Member]	Dec. 31, 2016 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, annual payment	$ 8,340
Deposit	100,000
Debt instrument, face value	$ 278,000

v3.23.4

SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE (Details) - Convertible Notes Payable [Member]	9 Months Ended
	Oct. 31, 2023 USD ($) $ / shares shares
Short-Term Debt [Line Items]
Balance | $	$ 1,099,200
Conversion shares	9,854,783
Warrant shares	10,073,479
The Jeffrey V. and Karin R. Hembrock Revocable Trust [Member]
Short-Term Debt [Line Items]
Balance | $	$ 100,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	1,000,000
Warrant shares	1,000,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
The Gaitonde Living Trust, Girish Gaitonde Trustee [Member]
Short-Term Debt [Line Items]
Balance | $	$ 100,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	1,000,000
Warrant shares	1,000,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
PV Partners, LP [Member]
Short-Term Debt [Line Items]
Balance | $	$ 75,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	750,000
Warrant shares	750,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Steven Rudofsky [Member]
Short-Term Debt [Line Items]
Balance | $	$ 125,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	1,250,000
Warrant shares	1,250,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Feehan Partners. LP [Member]
Short-Term Debt [Line Items]
Balance | $	$ 87,334
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	873,340
Warrant shares	873,340
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Corey Redfield [Member]
Short-Term Debt [Line Items]
Balance | $	$ 50,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	500,000
Warrant shares	500,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Shaun Dykes [Member]
Short-Term Debt [Line Items]
Balance | $	$ 30,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Patricia Czerniej [Member]
Short-Term Debt [Line Items]
Balance | $	$ 30,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
James Dykes [Member]
Short-Term Debt [Line Items]
Balance | $	$ 30,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Jason Czerniej [Member]
Short-Term Debt [Line Items]
Balance | $	$ 30,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Louise Dykes [Member]
Short-Term Debt [Line Items]
Balance | $	$ 30,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Andrew Brodkey [Member]
Short-Term Debt [Line Items]
Balance | $	$ 98,000
Collateral	Property
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	980,000
Warrant shares	980,000
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Feehan Partners LP One [Member]
Short-Term Debt [Line Items]
Balance | $	$ 112,666
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price | $ / shares	$ 0.10
Conversion shares	1,126,660
Warrant shares	1,126,660
Exercise price | $ / shares	$ 0.15
Warrant expiration	Jan. 23, 2028
Gil Atzmon [Member]
Short-Term Debt [Line Items]
Balance | $	$ 102,200
Collateral	Property
Issue date	May 08, 2023
Maturity date	Nov. 08, 2025
Conversion price | $ / shares	$ 0.23
Conversion shares	440,000
Warrant shares	550,000
Exercise price | $ / shares	$ 0.23
Warrant expiration	May 08, 2026
Jon Powell [Member]
Short-Term Debt [Line Items]
Balance | $	$ 100,000
Collateral	Property
Issue date	May 08, 2023
Maturity date	Nov. 08, 2025
Conversion price | $ / shares	$ 0.23
Conversion shares	434,783
Warrant shares	543,479
Exercise price | $ / shares	$ 0.23
Warrant expiration	May 08, 2026

v3.23.4

CONVERTIBLE NOTES (Details Narrative) - Convertible Notes Payable [Member]	Oct. 31, 2023 USD ($)
Short-Term Debt [Line Items]
Convertible secured notes payable	$ 1,099,200
Notes payable	$ 464,233

v3.23.4

SCHEDULE OF BOND LIABILITIES (Details) - USD ($)		9 Months Ended
		Oct. 31, 2023	Jan. 31, 2023
Principal amount		$ 3,135,000	$ 3,135,000
Barry Swenson [Member]
Principal amount		$ 500,000
Note date		12/31/17
Maturity date		Dec. 31, 2025
Don H Adair Or Joanne Adair [Member]
Principal amount		$ 125,000
Note date		2/15/17
Maturity date	[1]	Feb. 15, 2025
Joseph Swinford Or Danielle Swinford [Member]
Principal amount		$ 50,000
Note date		2/15/17
Maturity date	[1]	Feb. 15, 2025
Brandon Swain Or Sierra Swain [Member]
Principal amount		$ 50,000
Note date		2/15/17
Maturity date	[1]	Feb. 15, 2025
Scott Collins Or Kendra Collins [Member]
Principal amount		$ 12,500
Note date		2/15/17
Maturity date	[1]	Feb. 15, 2025
Carl Collins Or Ellen Collins [Member]
Principal amount		$ 12,500
Note date		2/15/17
Maturity date	[1]	Feb. 15, 2025
Jim Hammerel [Member]
Principal amount		$ 5,000
Note date		9/21/2017
Maturity date		Sep. 21, 2024
Bret Renaud [Member]
Principal amount		$ 5,000
Note date		10/14/2017
Maturity date		Oct. 14, 2024
James Hardy [Member]
Principal amount		$ 7,000
Note date		8/24/2021
Maturity date		May 31, 2028
Rick Ward [Member]
Principal amount		$ 15,000
Note date		8/24/2021
Maturity date		May 31, 2028
Robert And Joan Sweetman [Member]
Principal amount		$ 10,000
Note date		7/1/2018
Maturity date		Jul. 01, 2025
Michael Swenson [Member]
Principal amount		$ 10,000
Note date		7/1/2018
Maturity date		Jul. 01, 2025
Connie Sun [Member]
Principal amount		$ 3,000
Note date		7/1/2018
Maturity date		Jul. 01, 2025
Elizabeth Enoch [Member]
Principal amount		$ 10,000
Note date		8/1/2018
Maturity date		Jul. 01, 2025
William C Stanton And Carol Stanton [Member]
Principal amount		$ 3,000
Note date		7/1/2018
Maturity date		Jul. 01, 2025
Yin Yin Silver Limited [Member]
Principal amount		$ 1,250,000
Note date		12/21/17
Maturity date		Dec. 21, 2024
Elatam Group Ltd [Member]
Principal amount		$ 67,000
Note date		8/24/2021
Maturity date		May 31, 2028
Acepac Holdings [Member]
Principal amount		$ 1,000,000
Note date		8/24/2021
Maturity date		May 31, 2028
[1] 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.

v3.23.4

SCHEDULE OF MATURITIES OF THE BOND LIABILITIES (Details) - USD ($)	Oct. 31, 2023	Jan. 31, 2023
Other Liabilities Disclosure [Abstract]
2024	$ 1,510,000
2025	536,000
2026
2027
2028	1,089,000
Thereafter
Total	$ 3,135,000	$ 3,135,000

v3.23.4

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended	9 Months Ended
	Aug. 19, 2023	Mar. 31, 2023	Jan. 23, 2023	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2023	Oct. 31, 2022
Related Party Transaction [Line Items]
Conversion of accrued compensation	$ 79,583
Share price, per share			$ 0.125
Consulting fees				$ 100,821	$ 117,344		$ 357,622	$ 234,900
Officer [Member]
Related Party Transaction [Line Items]
Conversion of accrued compensation							293,752
Salary and Wage, Officer, Excluding Cost of Good and Service Sold						$ 357,000
Andrew Brodkey [Member]
Related Party Transaction [Line Items]
Conversion of accrued compensation	22,833	$ 18,000
Payables			$ 112,666	$ 54,300		$ 54,300	54,300
Robert Scannell [Member]
Related Party Transaction [Line Items]
Conversion of accrued compensation	83,333	62,500
Payables			87,334
Kolodner [Member]
Related Party Transaction [Line Items]
Conversion of accrued compensation	41,667	31,250
Steven Rudofsky [Member]
Related Party Transaction [Line Items]
Conversion of accrued compensation	$ 41,667	$ 31,250
Share price, per share		$ 0.162
Payables			125,000
Shaun Dykes [Member]
Related Party Transaction [Line Items]
Payables			98,000
Consulting fees							$ 261,860	$ 225,873
Related Party [Member]
Related Party Transaction [Line Items]
Payables			$ 150,000
Common Stock [Member]
Related Party Transaction [Line Items]
Stock issuance, shares	3,844,073	879,628	182,240,000
Common Stock [Member] | Andrew Brodkey [Member]
Related Party Transaction [Line Items]
Stock issuance, shares	326,190	108,024
Common Stock [Member] | Robert Scannell [Member]
Related Party Transaction [Line Items]
Stock issuance, shares	1,190,471	385,802
Common Stock [Member] | Kolodner [Member]
Related Party Transaction [Line Items]
Stock issuance, shares	595,236	192,901
Common Stock [Member] | Steven Rudofsky [Member]
Related Party Transaction [Line Items]
Stock issuance, shares	595,236	192,901

v3.23.4

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)						3 Months Ended	12 Months Ended
	Aug. 19, 2023	Aug. 14, 2023	May 08, 2023	Mar. 31, 2023	Jan. 23, 2023	Apr. 30, 2022	Jan. 31, 2023	Oct. 31, 2023	Jul. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized							10,000,000	10,000,000
Preferred stock, par value							$ 0.001	$ 0.001
Common stock, shares authorized							500,000,000	500,000,000
Common stock, par value							$ 0.001	$ 0.001
Stock issuance, value					$ 66,993
Conversion of accrued compensation	$ 79,583
Strike price					$ 0.125
Common stock, shares outstanding							208,457,823	213,181,524
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares							24,254,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date					Dec. 31, 2027
Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding								10,073,479
Andrew Brodkey [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of accrued compensation	22,833			$ 18,000
Robert Scannell [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of accrued compensation	83,333			62,500
Kolodner [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of accrued compensation	41,667			31,250
Steven Rudofsky [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of accrued compensation	$ 41,667			$ 31,250
Strike price				$ 0.162
Officers Directors and Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross					56,615,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized								500,000,000
Common stock, par value								$ 0.001
Issued warrant	3,844,073			879,628	182,240,000
Shares issued price, per share					$ 0.15
Stock issuance, value					$ 820,080
Common stock, shares outstanding								213,181,524
Common Stock [Member] | Andrew Brodkey [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant	326,190			108,024
Common Stock [Member] | Robert Scannell [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant	1,190,471			385,802
Common Stock [Member] | Kolodner [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant	595,236			192,901
Common Stock [Member] | Steven Rudofsky [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant	595,236			192,901
Common Stock [Member] | Steven Delonga And John Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant					446,623
Common Stock [Member] | David Lubin [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant					250,000
Shares issued price, per share					$ 0.15
Stock issuance, value					$ 37,500
Common Stock [Member] | Newbridge [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant					5,467,200
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrant		62,500	1,093,479
Strike price					$ 0.15
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date					May 11, 2027
Warrants outstanding							41,540,000
Exercise price		$ 0.24	$ 0.23
Warrants expire		Aug. 14, 2026	May 08, 2026
Warrant [Member] | Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Strike price									$ 0.15
Warrants outstanding									1,858,500

v3.23.4

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Surety Agreement [Member]	Dec. 31, 2016 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, annual payment	$ 8,340
Deposit	100,000
Debt instrument, face value	$ 278,000

v3.23.4

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Tax expense (benefit) at the statutory rate	$ (288,919)	$ (136,519)
State income taxes, net of federal income tax benefit	(68,790)	(32,504)
Change in valuation allowance	357,709	169,023
Total

v3.23.4

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Oct. 31, 2023	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 357,709
Timing differences
Total gross deferred tax assets	357,709
Less: Deferred tax asset valuation allowance	(357,709)	0
Total net deferred taxes

v3.23.4

INCOME TAXES (Details Narrative) - USD ($)	9 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Operating loss carry forwards	$ 357,709	$ 0
Federal tax, rate	21.00%
State tax, rate	5.00%
Deferred tax asset valuation allowance	$ 357,709	$ 0

---