Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 April 30, 2024

☐ 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)

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 May 30, 2024, the issuer had 249,854,437 shares issued, issuable, and outstanding.

IDAHO COPPER CORPORATION

QUARTERLY REPORT ON FORM 10-Q

April 30, 2024

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	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22

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

(UNAUDITED)

Contents

	Page
Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of April 30, 2024, and January 31, 2024 (unaudited)	4
Condensed Consolidated Statements of Operations for the three months ended April 30, 2024, and 2023 (unaudited)	5
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended April 30, 2024, and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2024, and 2023 (unaudited)	7
Notes to the Condensed Consolidated Financial Statements (unaudited)	8-16

IDAHO COPPER CORPORATION

Condensed Consolidated Balance Sheet

(unaudited)

	April 30,			January 31,
	2024			2024
ASSETS
Current assets
Cash	$	1,005,010		$	30,146
Prepaid expenses		103,775			21,624
Total current assets		1,108,785			51,770

Right of use asset		40,446			-
Deposit		100,000			100,000

Total assets	$	1,249,231		$	151,770

CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	406,013		$	434,519
Accrued expenses to related parties		500,135			370,135
Accrued interest, current portion		342,492			1,115,723
Lease liability		40,446			-
Bond liabilities		260,000			-
Total current liabilities		1,549,086			1,920,377
Non-current liabilities
Bond liabilities		2,875,000			3,135,000
Convertible notes payable, net of discounts		-			623,999
Accrued interest, non-current portion		1,343,984			533,003
Total non-current liabilities		4,218,984			4,292,002
Total liabilities		5,768,070			6,212,379

Commitments and contingencies (Note 7)		-			-

Stockholders’ deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 162 and 23 shares issued and outstanding at April 30, 2024 and January 31, 2024, respectively		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 247,017,097 and 214,647,732 shares issued and outstanding at April 30, 2024 and January 31, 2024, respectively		247,017			214,648
Additional paid-in capital		28,284,020			25,336,048
Subscription receivable		-			(11,000	)
Accumulated deficit		(33,049,876	)		(31,600,305	)
Total stockholders’ deficit		(4,518,839	)		(6,060,609	)

Total liabilities and stockholders’ deficit	$	1,249,231		$	151,770

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

IDAHO COPPER CORPORATION

Condensed Consolidated Statement of Operations

For the Three Months Ended April 30,

(unaudited)

	2024			2023
Revenue	$	-		$	-

Operating expenses
Professional fees		258,915			129,145
Payroll and related expenses		257,500			107,000
Rent expense		113,700			10,500
Stock-based stock compensation		189,248			140,741
Other general and administrative expenses		155,599			13,770
Total operating expenses		974,962			401,156

Operating loss		(974,962	)		(401,156	)

Other income (expense)
Amortization of beneficial conversion feature		-			(66,679	)
Amortization of debt discount		(19,490	)		-
Interest expense		(49,814	)		(107,166	)
Total other income (expense)		(69,304	)		(173,845	)

Net loss	$	(1,044,266	)	$	(575,001	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		224,344,801			208,754,327

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

IDAHO COPPER CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended April 30, 2024 and 2023

(unaudited)

									Additional						Accumu-
	Preferred Stock				Common Stock				Paid-in			Subscription			lated
	Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			Total
Balance, January 31, 2023		-	$	-		208,457,823	$	208,458	$	23,059,223		$	-		$	(27,888,258	)	$	(4,620,577	)
Common stock options 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	)

Balance, January 31, 2024		23	$	-		214,647,732	$	214,648	$	25,336,048		$	(11,000	)	$	(31,600,305	)	$	(6,060,609	)
Adoption of ASU 2020-06		-		-		-		-		-			-			(405,305	)		(405,305	)
Balance		23	$	-		214,647,732	$	214,648	$	25,336,048		$	(11,000	)	$	(31,600,305	)	$	(6,060,609	)
Sale of preferred stock		139		-		-		-		1,742,300			11,000			-			1,753,300
Conversion of convertible notes payable		-		-		12,848,116		12,848		1,035,945			-			-			1,048,793
Exercise of options		-		-		4,781,249		4,781		(4,781	)		-			-			-
Exercise of options		-		-		14,740,000		14,740		(14,740	)		-			-			-
Stock based compensation		-		-		-		-		189,248			-			-			189,248
Net loss		-		-		-		-		-			-			(1,044,266	)		(1,044,266	)
Balance, April 30, 2024		162	$	-		247,017,097	$	247,017	$	28,284,020		$	-		$	(33,049,876	)	$	(4,518,839	)
Balance		162	$	-		247,017,097	$	247,017	$	28,284,020		$	-		$	(33,049,876	)	$	(4,518,839	)

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

IDAHO COPPER CORPORATION

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended April 30,

(unaudited)

	2024			2023
Cash flows from operating activities:
Net loss	$	(1,044,266	)	$	(575,001	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		189,248			140,741
Amortization of beneficial conversion feature		-			66,679
Amortization of debt discount		19,490			-
Change in assets and liabilities:
Prepaid expenses		(82,151	)		(23,675	)
Accounts payable and accrued expenses		(32,347	)		(69,517	)
Accrued expenses - related party		133,840			47,000
Accrued interest		37,750			99,120
Net cash used in operating activities		(778,436	)		(314,653	)

Cash flows from financing activities:
Proceeds from sale of preferred stock		1,753,300			-
Net cash provided by financing activities		1,753,300			-

Net increase in cash		974,864			(314,653	)

Cash at beginning of period		30,146			431,374

Cash at end of period	$	1,005,010		$	116,721

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Conversion of convertible notes payable	$	1,048,793		$	-
Cashless exercise of warrants and options	$	19,521		$	-

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

IDAHO COPPER CORPORATION

and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

April 30, 2024

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

The accompanying consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) (referred to herein as “Idaho Copper”). Idaho Copper is hereinafter referred to as the “Company,” “we” and “us.”

On February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the “Purchase Agreement”), by and among the Company, Crystal Globe Limited, a company incorporated under the laws of British Virgin Islands (the “Seller”), and JHP Holdings, Inc., a Nevada corporation (the “Buyer”), pursuant to which the Buyer purchased 16,644,820 shares of common stock of the Company from the Seller.

On January 23, 2023, the Company entered into and consummated the transactions contemplated by a share exchange agreement (the “Share Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”), and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange Agreement (the “RTO”), the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange for 182,240,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company. See Note 7. For financial reporting purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse merger” and ICUMO is deemed to be the accounting acquirer in the transaction. ICUMO is the acquirer for financial reporting purposes, and the Company is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of ICUMO.

The Company continues to be a “smaller reporting company,” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”) following the Exchange, however, as a result of the Exchange, the Company has ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).

ICUMO Background

ICUMO is an exploration and development company with mineral right interests in the United States of America. ICUMO was originally incorporated under the laws of Nevada in 2005, as Mosquito Mining Corp. In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo Mining Corporation. In early February 2023 the name was changed to Idaho Copper Corporation.

Nature of Operations

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end change from December 31 to January 31. The 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-month periods ended April 30, 2024, and 2023 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, 2024, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2024, included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2024, 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 April 30, 2024, we had $1,005,010 in cash. Our net loss incurred for the three months ended April 30, 2024, was $1,044,266 and the working capital deficit was $440,301 on April 30, 2024. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying 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. The Company has not experienced any losses in such accounts. As of April 30, 2023, the Company’s cash balance did not exceed the insurance limits.

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 53,214,479 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of April 30, 2024.

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 April 30, 2024. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the three months ended April 30, 2024.

Recently Issued and Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company adopted this standard on February 1, 2024. As a result, the Company derecognized $405,305 for the remaining balance of the unamortized beneficial conversion features attributable to its outstanding convertible notes payable. The Company elected to use the modified retrospective approach as of the adoption date and recognized an adjustment to the opening balance of its accumulated deficit of $405,305.

Convertible Debentures

The Company presents convertible debentures separately in its debt and equity components within the balance sheet. The fair value of a compound instrument at issuance is assigned to its respective debt and equity components. The fair value of the debt component is established first with the equity component being determined by the residual amount.

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant.

The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Unproven Mineral Right Interests

The Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired or abandoned.

Management reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. An indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned, and if the entity has decided to discontinue exploration activity in a specific area. Management’s assessment of the mineral right’s fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area as that of the rights under review.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion of the Company, are not accrued and are only recorded in the accounts when the payments are made. Proceeds from property option payments received by the Company are netted against the deferred costs of the related mineral rights, with any excess being included in operations.

The application of the Company’s accounting policy for unproven mineral right interests requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a corresponding charge to profit or loss in the period in which the new information becomes available.

There may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests. Ordinarily the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers or other undetected defects.

Impairment of Long-Lived Assets

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

Reclamation provision

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development, or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses. As of January 31, 2024, there are no costs as production has not yet commenced.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant common influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a cost recovery basis.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. We determine the accounting classification of warrants we issue, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets, and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.

If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other US GAAP. After all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

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 currently have any obligations related to significant reclamation activities it has recorded provisions for estimated reclamation costs based on the assumption that the amounts of the reclamation bonds posted with government authorities and the amount of the non-current deposit (surety deposit), approximate the best estimate of the net present value of expected future reclamation costs that may need to be incurred by the Company.

The estimated reclamation provision is comprised of deposits to the Bureau of Land Management, the United States Forest Service, the third-party provider of the surety, and other agencies for the above properties.

NOTE 4 – CONVERTIBLE NOTES

The Company has $0 and $1,100,200 in convertible secured notes payable at April 30, 2024 and January 31, 2024. The balances as of January 31, 2024 were as follows:

				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	$	1,100,200							9,854,783		10,073,479

As of January 31, 2024, there were debt discounts and beneficial conversion features on the above notes payable of $475,201. The Company derecognized the unamortized beneficial conversion feature upon its adoption of ASU 2020-06 as described in Note 1.

On April 5, 2024, holders of $1,099,200 par value of Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common stock under contract terms. As a result, in the issuance of 9,854,783 common shares.

NOTE 5 – BOND LIABILITIES

The Company has bond liabilities as of April 30, 2024, as follows:

SCHEDULE OF BOND LIABILITIES

	Principal Amount		Note Date	Maturity Date
Yin Yin Silver Limited	$	500,000	8/14/2015	8/4/2025
Yin Yin Silver Limited		500,000	10/28/2016	10/28/2026
Yin Yin Silver Limited		250,000	12/27/2017	12/27/2024
Barry Swenson		500,000	12/31/17	12/31/2025
Don H. Adair or Joanne Adair		125,000	2/15/17	2/15/2025
Joseph Swinford or Danielle Swinford		50,000	2/15/17	2/15/2025
Brandon Swain or Sierra Swain		50,000	2/15/17	2/15/2025
Scott Collins or Kendra Collins		12,500	2/15/17	2/15/2025
Carl Collins or Ellen Collins		12,500	2/15/17	2/15/2025
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

NOTE 6 – RELATED PARTY TRANSACTIONS

As of April 30, 2024, the Company has accrued compensation of $500,135 for its officers as recorded in accrued expenses to related parties. The Company compensated its officers $257,500 for the three months ended April 30, 2024.

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 (“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 April 5, 2024, Rudofsky, Feehan, Brodkey, and Dykes converted notes payable of $125,000, $200,000, $98,000, and $30,000, respectively, into 1,666,667, 2,666,666, 1,306,667, and 400,000 shares of common stock, respectively. (Note 4).

On April 3, 2024, the officers of the company, Steven Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price of $0.125 and an expiration date of September 30, 2027. All options were exercised on a cashless basis, resulting in the issuance of 3,385,000 shares per officer, or a total of 11,055,000 common shares.

On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,666 and 816,666 shares of common stock, respectively.

On April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock.

On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

As of April 30, 2024, the Company has payables of $54,000 to Brodkey.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

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

On January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an aggregate of 23 (“Units”) at a price of $12,000 per Unit. Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”). The rights and preferences of the Series A Preferred Stock, include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 50,000 shares of the Company’s common stock, par value $0.001 par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting Preferred Stock (the “Certificate of Designation”). The Warrant holders have the right to exercise the Warrants for three (3) years at an exercise price of $0.24 per share of Common Stock. The Units were offered and sold in reliance upon exemptions from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, and upon the exercise of the Warrants. The Company intends to utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.

The warrants issued through January 31, 2024, had a Black-Scholes fair value of $156,746 for the 1,125,000 warrants issued.

Stock price	$	0.07 – 0.20
Exercise price	$	0.24
Expected volatility		521 -1,042	%
Expected term (years)		3
Risk free rate		4.05 – 4.45	%
Dividends		0	%

Between February and April 2024, we entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the “Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $1,952,000. Each Unit consists of one (1) share of the Company’s Series A Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”). Each share of Preferred Stock converts into 50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles the holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.

As of April 30, 2024, and January 31, 2024, the Company had 162 and 23 of Series A Preferred Stock issued and outstanding, respectively.

Common Stock

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

As described in Note 4, the Company issued certain shares of its common stock for the conversion of convertible notes payable during the period ended April 30, 2024.

As described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended April 30, 2024.

As of April 30, 2024, the Company had 247,017,097 shares issued and outstanding.

Options

On January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the Company, as consented by the parties. The Company has 56,615,000 options issued to various officers, directors, and employees, based on milestones. As of January 31, 2024, and April 30, 2024, 22,646,000 and 6,566,000 options are vested. The exercise price for the options is $0.125 and they expire on December 31, 2027. The Company recognized $189,248 the period ended April 30, 2024, in stock-based compensation expense related to the estimated vesting of these options. As of April 30, 2024, none of the remaining milestones necessary for these options to vest have been met. The remaining additional compensation to be recognized as these options vest is approximately $568 thousand during fiscal 2025 based on the current estimated time to reach the milestones.

The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period.

On April 3, 2024, Brodkey, Scannell, Rudofsky, and Dykes executed cashless conversions of 5,360,000 vested options each into 3,685,000 shares of common stock each.

Warrants

On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,666 and 816,666 shares of common stock, respectively.

On April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock.

On April 6, 2024, four warrant holders executed cashless conversion of 1,200,000 warrants into 753,750 shares of common stock.

On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

As of April 30, 2024, the Company had 2,614,783 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.

The Company entered into a new long-term lease agreement for warehouse space in Idaho. The lease began on April 1, 2024, with an initial period of 3 years and an optional 3-year renewal at the end of the initial term. The Company may cancel the lease at any time after 13 months from the effective date of the lease by providing a 3-month notice of cancellation. The base lease payment is $3,600 through January 1, 2026, at which point base rent increases to $3,700 until January 1, 2027, at which point it increases to $3,800 until January 1, 2028, at which point it increases to $3,900. Prior to entering into this lease agreement, the Company was a party to a month-to-month lease which it had not terminated. The lessor and the Company agreed regain access to the warehouse including obtaining access to the Company’s property contained within such warehouse, the lessor agreed to the following additional payments. A single payment of $100,000 which was paid on March 5, 2024, and $6,000 per month beginning May 1, 2024, and ending on February 1, 2025.

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

Remaining lease term (in years)			1.08
Discount rate			12	%

The remaining term of the lease was based on the amount of time left before the Company may exercise its right to cancel the lease which is 13 months.

The Company considered whether it was probable it would exercise and extend beyond the initial 3-year term and determine it was not probable that the Company would exercise this renewal option.

The Company records rent on straight-line basis over the terms of the underlying lease. Estimated future minimum lease payments under the lease are as follows:

Year Ending January 31,	Amount
2025	$	43,200
Total remaining lease payments		43,200
Less: imputed interest		2,754
Present value of remaining lease payments	$	40,446

The rent expense for the years ended December 31, 2022, and 2021 was $65,535 and $68,409 respectively, and was included in ‘general and administrative’ expenses in the accompanying statements of comprehensive loss. The Company paid $65,535 and $68,409 respectively, in lease payments during the years ended December 31, 2022, and 2021 and are included in the Company’s operating cash flows for both periods. The change in lease expense and lease cash payments from period to period is due to changes in exchange rate between USD and CHF as the Company’s minimum monthly lease payments are fixed for the term of the lease.

NOTE 9 – INCOME TAXES

As of April 30, 2024, and January 31, 2024, the Company has net operating loss carry forwards of $615,083 and $751,916, respectively, which may be available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

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 2025 and 2024), as follows:

	April 30, 2024			January 31, 2024
Tax expense (benefit) at the statutory rate	$	(175,461	)	$	(285,980	)
State income taxes, net of federal income tax benefit		(41,776	)		(68,090	)
Change in valuation allowance		217,237			354,070
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 April 30, 2024 and January 31, 2024 are as follows:

	April 30, 2024			January 31, 2024
Deferred tax assets:
Net operating loss carryforward	$	615,083		$	397,846
Timing differences		-			-
Total gross deferred tax assets		615,083			397,846
Less: Deferred tax asset valuation allowance		(615,083	)		(397,846	)
Total net deferred taxes	$	-		$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets for 2023 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $615,083 and $397,846 as of April 30, 2024, and January 31,2024, 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.

During May 2024, the Company issued 1,041,667 shares of common stock to an officer as a result of the cashless exercise of their warrants.

Also during May 2024, the Company issued 1,671,909 shares of common stock for services.

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 2024 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.

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 months ended April 30, 2024, and 2023, 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 $32,588,150 from its inception to April 30, 2024, 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 April 30, 2024, compared to the three months ended April 30, 2023

Revenue

The Company has had no revenue historically to date.

Operating Expenses

The Company had operating expenses of $880,337 for the three months ended April 30, 2024, compared to $401,156 for the three months ended April 30, 2023. The increase was primarily due to the increase in professional fees ($258,915 for the three months ended April 30, 2024 compared to $129,145 for the same period in 2023), payroll and related expenses ($257,500 for the three months ended April 30, 2024 compared to $107,000 for the same period in 2024), rent expense ($113,700 for the three months ended April 30, 2024 compared to $10,500 for the same period in 2023), and other general and administrative expenses ($155,598 for the three months ended April 30, 2024 compared to $13,770 for the same period in 2023), offset by the decrease in stock-based compensation ($94,624 for the three months ended April 30, 2024 compared to $140,741 for the same period in 2023).

Other Income / Expenses

The Company had other expenses of $107,508 for the three months ended April 30, 2024, compared to $173,845 of income for the three months ended April 30. 2023.

Net Loss

The Company had a net loss of $987,845 for the three months ended April 30, 2024, compared to $575,001 for the three months ended April 30, 2023.

Liquidity and Capital Resources

As of April 30, 2024, the Company had cash of $1,005,010. 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 $778,436 for the three months ended April 30, 2024, compared to cash used of $314,653 for the same period in 2023.

We used cash in financing activities of $0 for the three months ended April 30, 2024, compared to $0 for the same period in 2023.

We had cash provided by financing activities for the three months ended April 30, 2024, of $1,753,000 compared to $0 for the same period in 2023.

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

TBD

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)
3.4		Certificate of Designation of the Series A Convertible Non-Voting Preferred Stock (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on January 17, 2024)
4.2		Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.3		Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023).
4.4		Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.5		Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.6		7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.1		Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.2		Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020)
10.3		Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Iancorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)
10.4		Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.5		Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.6		Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.7		Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.8		Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.9		MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.10		Management Agreement between International Cumo Mining Corporation and Robert W. Scannell dated December 15, 2022 (Incorporated by reference to the exhibits to our Form 10-K filed with the SEC on May 15, 2024).
10.11		Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022 (Incorporated by reference to the exhibits to our Form 10-K filed with the SEC on May 15, 2024).
10.12		Management Agreement between International Cumo Mining Corporation and Andrew A. Brodkey dated December 15, 2021 (Incorporated by reference to the exhibits to our Form 10-K filed with the SEC on May 15, 2024).
10.13		Technical Advisory Agreement between Internation Cumo Mining Corporation and Mult-Metal Development Ltd. dated March 31, 2023 (Incorporated by reference to the exhibits to our Form 10-K filed with the SEC on May 15, 2024).
10.14		Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024.
10.15*		Form of Unit Subscription Purchase Agreement
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).

*	Filed herewith

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)	May 31, 2024
Steven Rudofsky

/s/ Robert Scannell	Chief Financial Officer (Principal Financial and Accounting Officer)	May 31, 2024
Robert Scannell

Exhibit 10.15

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: May 31, 2024

/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;

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: May 31, 2024

/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 April 30, 2024, 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)

May 31, 2024

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 April 30, 2024, 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)

May 31, 2024

Cover - shares	3 Months Ended
Cover - shares	Apr. 30, 2024	May 30, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
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		249,854,437

Condensed Consolidated Balance Sheet (Unaudited) - USD ($)	Apr. 30, 2024	Jan. 31, 2024
Current assets
Cash	$ 1,005,010	$ 30,146
Prepaid expenses	103,775	21,624
Total current assets	1,108,785	51,770
Right of use asset	40,446
Deposit	100,000	100,000
Total assets	1,249,231	151,770
Current liabilities
Accounts payable and accrued expenses	406,013	434,519
Accrued interest, current portion	342,492	1,115,723
Lease liability	40,446
Bond liabilities	260,000
Total current liabilities	1,549,086	1,920,377
Non-current liabilities
Bond liabilities	2,875,000	3,135,000
Convertible notes payable, net of discounts		623,999
Accrued interest, non-current portion	1,343,984	533,003
Total non-current liabilities	4,218,984	4,292,002
Total liabilities	5,768,070	6,212,379
Commitments and contingencies (Note 7)
Stockholders’ deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 162 and 23 shares issued and outstanding at April 30, 2024 and January 31, 2024, respectively
Common stock, $0.001 par value, 500,000,000 shares authorized, 247,017,097 and 214,647,732 shares issued and outstanding at April 30, 2024 and January 31, 2024, respectively	247,017	214,648
Additional paid-in capital	28,284,020	25,336,048
Subscription receivable		(11,000)
Accumulated deficit	(33,049,876)	(31,600,305)
Total stockholders’ deficit	(4,518,839)	(6,060,609)
Total liabilities and stockholders’ deficit	1,249,231	151,770
Related Party [Member]
Current liabilities
Accrued expenses to related parties	$ 500,135	$ 370,135

Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Apr. 30, 2024	Jan. 31, 2024
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	162	23
Preferred stock, shares outstanding	162	23
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	247,017,097	214,647,732
Common stock, shares outstanding	247,017,097	214,647,732

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	258,915	129,145
Payroll and related expenses	257,500	107,000
Rent expense	113,700	10,500
Stock-based stock compensation	189,248	140,741
Other general and administrative expenses	155,599	13,770
Total operating expenses	974,962	401,156
Operating loss	(974,962)	(401,156)
Other income (expense)
Amortization of beneficial conversion feature		(66,679)
Amortization of debt discount	(19,490)
Interest expense	(49,814)	(107,166)
Total other income (expense)	(69,304)	(173,845)
Net loss	$ (1,044,266)	$ (575,001)
Basic net loss per common share	$ (0.00)	$ (0.00)
Diluted net loss per common share	$ (0.00)	$ (0.00)
Basic weighted average common shares outstanding	224,344,801	208,754,327
Diluted weighted average common shares outstanding	224,344,801	208,754,327

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance at Jan. 31, 2023		$ 208,458	$ 23,059,223		$ (27,888,258)	$ (4,620,577)
Balance, shares at Jan. 31, 2023		208,457,823
Common stock options issued for services		$ 879	139,860			140,739
Common stock options issued for services, shares		879,628
Net loss					(575,001)	(575,001)
Balance at Apr. 30, 2023		$ 209,337	23,199,083		(28,463,259)	(5,054,839)
Balance, shares at Apr. 30, 2023		209,337,451
Balance at Jan. 31, 2024		$ 214,648	25,336,048	(11,000)	(31,600,305)	(6,060,609)
Balance (Accounting Standards Update 2020-06 [Member]) at Jan. 31, 2024					(405,305)	(405,305)
Balance, shares at Jan. 31, 2024	23	214,647,732
Net loss					(1,044,266)	(1,044,266)
Sale of preferred stock			1,742,300	11,000		1,753,300
Sale of preferred stock, shares	139
Conversion of convertible notes payable		$ 12,848	1,035,945			1,048,793
Conversion of convertible notes payable, shares		12,848,116
Exercise of options		$ 4,781	(4,781)
Exercise of options, shares		4,781,249
Exercise of options		$ 14,740	(14,740)
Exercise of options, shares		14,740,000
Stock based compensation			189,248			189,248
Balance at Apr. 30, 2024		$ 247,017	$ 28,284,020		$ (33,049,876)	$ (4,518,839)
Balance, shares at Apr. 30, 2024	162	247,017,097

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,044,266)	$ (575,001)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	189,248	140,741
Amortization of beneficial conversion feature		66,679
Amortization of debt discount	19,490
Change in assets and liabilities:
Prepaid expenses	(82,151)	(23,675)
Accounts payable and accrued expenses	(32,347)	(69,517)
Accrued expenses - related party	133,840	47,000
Accrued interest	37,750	99,120
Net cash used in operating activities	(778,436)	(314,653)
Cash flows from financing activities:
Proceeds from sale of preferred stock	1,753,300
Net cash provided by financing activities	1,753,300
Net increase in cash	974,864	(314,653)
Cash at beginning of period	30,146	431,374
Cash at end of period	1,005,010	116,721
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Conversion of convertible notes payable	$ 1,048,793
Cashless exercise of warrants and options	19,521

NATURE OF OPERATIONS

3 Months Ended

Apr. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

ICUMO Background

Nature of Operations

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Liquidity and Going Concern

Use of Estimates

Cash

Stock-Based Compensation

Fair Value of Financial Instruments

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

Income Taxes

Recently Issued and Adopted Accounting Pronouncements

Convertible Debentures

Unproven Mineral Right Interests

Impairment of Long-Lived Assets

Reclamation provision

Related party transactions

Stock Purchase Warrants

RECLAMATION BONDS AND PROVISIONS

3 Months Ended

Apr. 30, 2024

Reclamation Bonds And Provisions

RECLAMATION BONDS AND PROVISIONS

NOTE 3 – RECLAMATION BONDS AND PROVISIONS

Reclamation Bonds and Provisions

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

CONVERTIBLE NOTES

3 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTE 4 – CONVERTIBLE NOTES

The Company has $0 and $1,100,200 in convertible secured notes payable at April 30, 2024 and January 31, 2024. The balances as of January 31, 2024 were as follows:

				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	$	1,100,200							9,854,783		10,073,479

BOND LIABILITIES

3 Months Ended

Apr. 30, 2024

Other Liabilities Disclosure [Abstract]

BOND LIABILITIES

NOTE 5 – BOND LIABILITIES

The Company has bond liabilities as of April 30, 2024, as follows:

SCHEDULE OF BOND LIABILITIES

	Principal Amount		Note Date	Maturity Date
Yin Yin Silver Limited	$	500,000	8/14/2015	8/4/2025
Yin Yin Silver Limited		500,000	10/28/2016	10/28/2026
Yin Yin Silver Limited		250,000	12/27/2017	12/27/2024
Barry Swenson		500,000	12/31/17	12/31/2025
Don H. Adair or Joanne Adair		125,000	2/15/17	2/15/2025
Joseph Swinford or Danielle Swinford		50,000	2/15/17	2/15/2025
Brandon Swain or Sierra Swain		50,000	2/15/17	2/15/2025
Scott Collins or Kendra Collins		12,500	2/15/17	2/15/2025
Carl Collins or Ellen Collins		12,500	2/15/17	2/15/2025
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

RELATED PARTY TRANSACTIONS

3 Months Ended

Apr. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,666 and 816,666 shares of common stock, respectively.

On April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock.

On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

As of April 30, 2024, the Company has payables of $54,000 to Brodkey.

STOCKHOLDERS’ EQUITY

3 Months Ended

Apr. 30, 2024

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.

The warrants issued through January 31, 2024, had a Black-Scholes fair value of $156,746 for the 1,125,000 warrants issued.

Stock price	$	0.07 – 0.20
Exercise price	$	0.24
Expected volatility		521 -1,042	%
Expected term (years)		3
Risk free rate		4.05 – 4.45	%
Dividends		0	%

As of April 30, 2024, and January 31, 2024, the Company had 162 and 23 of Series A Preferred Stock issued and outstanding, respectively.

Common Stock

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

As described in Note 4, the Company issued certain shares of its common stock for the conversion of convertible notes payable during the period ended April 30, 2024.

As described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended April 30, 2024.

As of April 30, 2024, the Company had 247,017,097 shares issued and outstanding.

Options

On April 3, 2024, Brodkey, Scannell, Rudofsky, and Dykes executed cashless conversions of 5,360,000 vested options each into 3,685,000 shares of common stock each.

Warrants

On April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,666 and 816,666 shares of common stock, respectively.

On April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock.

On April 6, 2024, four warrant holders executed cashless conversion of 1,200,000 warrants into 753,750 shares of common stock.

On April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Apr. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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

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

Remaining lease term (in years)			1.08
Discount rate			12	%

The remaining term of the lease was based on the amount of time left before the Company may exercise its right to cancel the lease which is 13 months.

The Company considered whether it was probable it would exercise and extend beyond the initial 3-year term and determine it was not probable that the Company would exercise this renewal option.

The Company records rent on straight-line basis over the terms of the underlying lease. Estimated future minimum lease payments under the lease are as follows:

Year Ending January 31,	Amount
2025	$	43,200
Total remaining lease payments		43,200
Less: imputed interest		2,754
Present value of remaining lease payments	$	40,446

INCOME TAXES

3 Months Ended

Apr. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 9 – INCOME TAXES

	April 30, 2024			January 31, 2024
Tax expense (benefit) at the statutory rate	$	(175,461	)	$	(285,980	)
State income taxes, net of federal income tax benefit		(41,776	)		(68,090	)
Change in valuation allowance		217,237			354,070
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 April 30, 2024 and January 31, 2024 are as follows:

	April 30, 2024			January 31, 2024
Deferred tax assets:
Net operating loss carryforward	$	615,083		$	397,846
Timing differences		-			-
Total gross deferred tax assets		615,083			397,846
Less: Deferred tax asset valuation allowance		(615,083	)		(397,846	)
Total net deferred taxes	$	-		$	-

SUBSEQUENT EVENTS

3 Months Ended

Apr. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

During May 2024, the Company issued 1,041,667 shares of common stock to an officer as a result of the cashless exercise of their warrants.

Also during May 2024, the Company issued 1,671,909 shares of common stock for services.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Liquidity and Going Concern

Liquidity and Going Concern

Use of Estimates

Use of Estimates

Cash

Cash

Stock-Based Compensation

Stock-Based Compensation

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Income Taxes

Income Taxes

Recently Issued and Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

Convertible Debentures

Convertible Debentures

Unproven Mineral Right Interests

Unproven Mineral Right Interests

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Reclamation provision

Reclamation provision

Related party transactions

Related party transactions

Stock Purchase Warrants

Stock Purchase Warrants

CONVERTIBLE NOTES (Tables)

3 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

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	$	1,100,200							9,854,783		10,073,479

BOND LIABILITIES (Tables)

3 Months Ended

Apr. 30, 2024

Other Liabilities Disclosure [Abstract]

SCHEDULE OF BOND LIABILITIES

The Company has bond liabilities as of April 30, 2024, as follows:

SCHEDULE OF BOND LIABILITIES

	Principal Amount		Note Date	Maturity Date
Yin Yin Silver Limited	$	500,000	8/14/2015	8/4/2025
Yin Yin Silver Limited		500,000	10/28/2016	10/28/2026
Yin Yin Silver Limited		250,000	12/27/2017	12/27/2024
Barry Swenson		500,000	12/31/17	12/31/2025
Don H. Adair or Joanne Adair		125,000	2/15/17	2/15/2025
Joseph Swinford or Danielle Swinford		50,000	2/15/17	2/15/2025
Brandon Swain or Sierra Swain		50,000	2/15/17	2/15/2025
Scott Collins or Kendra Collins		12,500	2/15/17	2/15/2025
Carl Collins or Ellen Collins		12,500	2/15/17	2/15/2025
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

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Apr. 30, 2024

Equity [Abstract]

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS

Stock price	$	0.07 – 0.20
Exercise price	$	0.24
Expected volatility		521 -1,042	%
Expected term (years)		3
Risk free rate		4.05 – 4.45	%
Dividends		0	%

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Apr. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY

Remaining lease term (in years)			1.08
Discount rate			12	%

SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS

The Company records rent on straight-line basis over the terms of the underlying lease. Estimated future minimum lease payments under the lease are as follows:

Year Ending January 31,	Amount
2025	$	43,200
Total remaining lease payments		43,200
Less: imputed interest		2,754
Present value of remaining lease payments	$	40,446

INCOME TAXES (Tables)

3 Months Ended

Apr. 30, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES

	April 30, 2024			January 31, 2024
Tax expense (benefit) at the statutory rate	$	(175,461	)	$	(285,980	)
State income taxes, net of federal income tax benefit		(41,776	)		(68,090	)
Change in valuation allowance		217,237			354,070
Total	$	-		$	-

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The tax effect of significant components of the Company’s deferred tax assets and liabilities at April 30, 2024 and January 31, 2024 are as follows:

	April 30, 2024			January 31, 2024
Deferred tax assets:
Net operating loss carryforward	$	615,083		$	397,846
Timing differences		-			-
Total gross deferred tax assets		615,083			397,846
Less: Deferred tax asset valuation allowance		(615,083	)		(397,846	)
Total net deferred taxes	$	-		$	-

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Jan. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash	$ 1,005,010		$ 30,146
Incurred net losses	1,044,266	$ 575,001
Working capital deficit	440,301
FDIC amount	250,000
Cash		$ 0
Convertible Notes Payable	405,305
Retained Earnings (Accumulated Deficit)	(33,049,876)		$ (31,600,305)
Accounting Standards Update 2020-06 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Retained Earnings (Accumulated Deficit)	$ 405,305
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of shares outstanding, diluted	53,214,479

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

SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Apr. 30, 2024	Apr. 05, 2024	Jan. 31, 2023
Short-Term Debt [Line Items]
Balance		$ 405,305
Warrant shares		2,614,783		1,093,479
Exercise price		$ 0.15		$ 0.23
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Balance	$ 1,100,200	$ 0	$ 1,099,200
Conversion shares	9,854,783
Warrant shares	10,073,479
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	1,000,000
Warrant shares	1,000,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	1,000,000
Warrant shares	1,000,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	750,000
Warrant shares	750,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	1,250,000
Warrant shares	1,250,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	873,340
Warrant shares	873,340
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	500,000
Warrant shares	500,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.10
Conversion shares	300,000
Warrant shares	300,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| Andrew Brodkey [Member]
Short-Term Debt [Line Items]
Balance	$ 98,000
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price	$ 0.10
Conversion shares	980,000
Warrant shares	980,000
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| Feehan Partners, LP [Member]
Short-Term Debt [Line Items]
Balance	$ 112,666
Collateral	Property
Issue date	Jan. 23, 2023
Maturity date	Jul. 23, 2025
Conversion price	$ 0.10
Conversion shares	1,126,660
Warrant shares	1,126,660
Exercise price	$ 0.15
Warrant expiration	Jan. 23, 2028
Convertible Notes Payable [Member] \| 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	$ 0.23
Conversion shares	440,000
Warrant shares	550,000
Exercise price	$ 0.23
Warrant expiration	May 08, 2026
Convertible Notes Payable [Member] \| 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	$ 0.23
Conversion shares	434,783
Warrant shares	543,479
Exercise price	$ 0.23
Warrant expiration	May 08, 2026

CONVERTIBLE NOTES (Details Narrative) - USD ($)	Apr. 05, 2024	Apr. 30, 2024	Jan. 31, 2024
Short-Term Debt [Line Items]
Convertible secured notes payable		$ 405,305
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Convertible secured notes payable	$ 1,099,200	$ 0	$ 1,100,200
Notes payable			$ 475,201
Issuance of common shares	9,854,783

SCHEDULE OF BOND LIABILITIES (Details)	3 Months Ended
SCHEDULE OF BOND LIABILITIES (Details)	Apr. 30, 2024 USD ($)
Principal amount	$ 3,135,000
Barry Swenson [Member]
Principal amount	$ 500,000
Note date	Dec. 31, 2017
Maturity date	Dec. 31, 2025
Don H. Adair or Joanne Adair [Member]
Principal amount	$ 125,000
Note date	Feb. 15, 2017
Maturity date	Feb. 15, 2025
Joseph Swinford or Danielle Swinford [Member]
Principal amount	$ 50,000
Note date	Feb. 15, 2017
Maturity date	Feb. 15, 2025
Brandon Swain or Sierra Swain [Member]
Principal amount	$ 50,000
Note date	Feb. 15, 2017
Maturity date	Feb. 15, 2025
Scott Collins or Kendra Collins [Member]
Principal amount	$ 12,500
Note date	Feb. 15, 2017
Maturity date	Feb. 15, 2025
Carl Collins or Ellen Collins [Member]
Principal amount	$ 12,500
Note date	Feb. 15, 2017
Maturity date	Feb. 15, 2025
Jim Hammerel [Member]
Principal amount	$ 5,000
Note date	Sep. 21, 2017
Maturity date	Sep. 21, 2024
Bret Renaud [Member]
Principal amount	$ 5,000
Note date	Oct. 14, 2017
Maturity date	Oct. 14, 2024
James Hardy [Member]
Principal amount	$ 7,000
Note date	Aug. 24, 2021
Maturity date	May 31, 2028
Rick Ward [Member]
Principal amount	$ 15,000
Note date	Aug. 24, 2021
Maturity date	May 31, 2028
Robert & Joan Sweetman [Member]
Principal amount	$ 10,000
Note date	Jul. 01, 2018
Maturity date	Jul. 01, 2025
Michael Swenson [Member]
Principal amount	$ 10,000
Note date	Jul. 01, 2018
Maturity date	Jul. 01, 2025
Connie Sun [Member]
Principal amount	$ 3,000
Note date	Jul. 01, 2018
Maturity date	Jul. 01, 2025
Elizabeth Enoch [Member]
Principal amount	$ 10,000
Note date	Aug. 01, 2018
Maturity date	Jul. 01, 2025
William C. Stanton and Carol Stanton [Member]
Principal amount	$ 3,000
Note date	Jul. 01, 2018
Maturity date	Jul. 01, 2025
Yin Yin Silver Limited [Member]
Principal amount	$ 500,000
Note date	Aug. 14, 2015
Maturity date	Aug. 04, 2025
Yin Yin Silver Limited One [Member]
Principal amount	$ 500,000
Note date	Oct. 28, 2016
Maturity date	Oct. 28, 2026
Yin Yin Silver Limited Two [Member]
Principal amount	$ 250,000
Note date	Dec. 27, 2017
Maturity date	Dec. 27, 2024
Elatam Group Ltd [Member]
Principal amount	$ 67,000
Note date	Aug. 24, 2021
Maturity date	May 31, 2028
Acepac Holdings [Member]
Principal amount	$ 1,000,000
Note date	Aug. 24, 2021
Maturity date	May 31, 2028

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended	12 Months Ended
	Apr. 08, 2024	Apr. 06, 2024	Apr. 05, 2024	Apr. 04, 2024	Apr. 03, 2024	Apr. 30, 2024	Jan. 31, 2024	Jan. 23, 2023
Related Party Transaction [Line Items]
Convertible Notes Payable						$ 405,305
Vested stock options, shares						6,566,000	22,646,000
Vested stock options per share					$ 0.125
Stock options exercised					3,385,000
Common Stock [Member]
Related Party Transaction [Line Items]
Stock options exercised					11,055,000	4,781,249
Cashless conversion		753,750
Warrant [Member]
Related Party Transaction [Line Items]
Cashless conversion		1,200,000
Number of shares issued						1,125,000
Steven Rudofsky [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable			$ 125,000					$ 125,000
Converted notes payable into shares of common stock issued			1,666,667
Steven Rudofsky [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued	1,041,667
Steven Rudofsky [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Cashless conversion	1,666,667
Number of shares issued	1,041,667
Robert Scannell [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable								87,334
Andrew Brodkey [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable			$ 98,000					112,666
Converted notes payable into shares of common stock issued			1,306,667
Cashless conversion					5,360,000
Number of shares issued					3,685,000
Related party payables						$ 54,000
Andrew Brodkey [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Cashless conversion				816,666
Andrew Brodkey [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Cashless conversion				1,306,667
Number of shares issued				816,666
Shaun Dykes [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable			$ 30,000					98,000
Converted notes payable into shares of common stock issued			400,000
Shaun Dykes [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Cashless conversion		251,250
Shaun Dykes [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Cashless conversion		400,000
Number of shares issued		251,250
Related Party [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable								$ 150,000
Related party payables						500,135	$ 370,135
Feehan Partners [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable			$ 200,000
Converted notes payable into shares of common stock issued			2,666,666
Feehan Partners [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Cashless conversion				1,666,666
Feehan Partners [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Cashless conversion				2,666,666
Number of shares issued				1,666,666
Officer [Member]
Related Party Transaction [Line Items]
Accrued compensation						500,135
Officers compensation						$ 257,500
Steven Rudofsky [Member]
Related Party Transaction [Line Items]
Vested stock options, shares					5,360,000
Andrew Brodkey [Member]
Related Party Transaction [Line Items]
Vested stock options, shares					5,360,000
Scannell [Member]
Related Party Transaction [Line Items]
Vested stock options, shares					5,360,000

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS (Details)	Apr. 30, 2024 $ / shares	Jan. 31, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	$ 0.15	$ 0.23
Measurement Input, Share Price [Member] \| Warrant [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price	0.07
Measurement Input, Share Price [Member] \| Warrant [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price	0.20
Measurement Input, Exercise Price [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price	$ 0.24
Measurement Input, Option Volatility [Member] \| Warrant [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants measurement input	521
Measurement Input, Option Volatility [Member] \| Warrant [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants measurement input	1,042
Measurement Input, Expected Term [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term (years)	3 years
Measurement Input, Risk Free Interest Rate [Member] \| Warrant [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants measurement input	4.05
Measurement Input, Risk Free Interest Rate [Member] \| Warrant [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants measurement input	4.45
Measurement Input, Expected Dividend Rate [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants measurement input	0

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)								3 Months Ended	12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Apr. 30, 2024	Apr. 08, 2024	Apr. 06, 2024	Apr. 04, 2024	Apr. 03, 2024	Jan. 12, 2024	Jan. 23, 2023	Apr. 30, 2024	Jan. 31, 2024	Jan. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	10,000,000							10,000,000	10,000,000
Preferred Stock,par value	$ 0.001							$ 0.001	$ 0.001
Common stock, par value	0.001							0.001	$ 0.001
Warrant per share	$ 0.15							$ 0.15		$ 0.23
Issued warrants, value								$ 1,753,300
Warrants outstanding	2,614,783							2,614,783		1,093,479
Preferred stock, shares issued	162							162	23
Preferred stock, shares outstanding	162							162	23
Common stock, shares authorized	500,000,000							500,000,000	500,000,000
Common stock, shares issued	247,017,097							247,017,097	214,647,732
Common stock, shares outstanding	247,017,097							247,017,097	214,647,732
Options vested, shares								6,566,000	22,646,000
Exercise price							$ 0.125
Expiration date							Dec. 31, 2027
Stock based compensation expense								$ 189,248
Options vest value	$ 568,000							$ 568,000
Option description								The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period.
Andrew Brodkey [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					3,685,000
Cashless conversion					5,360,000
Officers Directors and Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options issued							56,615,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrants, value
Cashless conversion			753,750
Common Stock [Member] \| Andrew Brodkey [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cashless conversion				816,666
Common Stock [Member] \| Feehan Partners [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cashless conversion				1,666,666
Common Stock [Member] \| Shaun Dykes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cashless conversion			251,250
Common Stock [Member] \| Steven Rudofsky [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		1,041,667
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued warrants, value								$ 156,746
Number of shares issued								1,125,000
Cashless conversion			1,200,000
Warrant [Member] \| Andrew Brodkey [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				816,666
Cashless conversion				1,306,667
Warrant [Member] \| Feehan Partners [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				1,666,666
Cashless conversion				2,666,666
Warrant [Member] \| Shaun Dykes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			251,250
Cashless conversion			400,000
Warrant [Member] \| Steven Rudofsky [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		1,041,667
Cashless conversion		1,666,667
Subscription Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock,par value	$ 0.001							$ 0.001
Preferred units description						On January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an aggregate of 23 (“Units”) at a price of $12,000 per Unit. Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”).
Purchase of warrants						62,500
Common stock, par value	0.001					$ 0.001		0.001
Warrant term						3 years
Warrant per share	0.24							0.24
Private placement offering per share	$ 12,000							$ 12,000
Private placement offering	$ 1,952,000
Warrants outstanding	62,500							62,500
Warrants shares	50,000							50,000
Subscription Agreement [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares converted						50,000
Subscription Agreement [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant per share						$ 0.24

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details)	Apr. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Remaining lease term	1 year 29 days
Discount rate	12.00%

SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS (Details)	Apr. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2025	$ 43,200
Total remaining lease payments	43,200
Less: imputed interest	(2,754)
Present value of remaining lease payments	$ 40,446

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 01, 2024	Mar. 05, 2024	Apr. 30, 2024	Feb. 01, 2025	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease term			3 years
Payment for lease		$ 100,000
Lease term			13 months
Rent expense					$ 65,535	$ 68,409
LongTerm Lease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease term	3 years
Lease payment base rent January 1, 2026			$ 3,600
Lease payment base rent January 1, 2027			3,700
Lease payment base rent January 1, 2028			3,800
Lease payment base rent January 1, 2028 there after			$ 3,900
LongTerm Lease Agreement [Member] \| Forecast [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment for lease				$ 6,000

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 30, 2024	Jan. 31, 2024
Income Tax Disclosure [Abstract]
Tax expense (benefit) at the statutory rate	$ (175,461)	$ (285,980)
State income taxes, net of federal income tax benefit	(41,776)	(68,090)
Change in valuation allowance	217,237	354,070
Total

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Apr. 30, 2024	Jan. 31, 2024
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 615,083	$ 397,846
Timing differences
Total gross deferred tax assets	615,083	397,846
Less: Deferred tax asset valuation allowance	(615,083)	(397,846)
Total net deferred taxes

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Apr. 30, 2024	Jan. 31, 2024
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 615,083	$ 751,916
Federal tax, rate	21.00%
State tax, rate		5.00%
Valuation allowance description	Company, the net deferred tax assets for 2023 were fully offset by a 100% valuation allowance.
Deferred tax asset valuation allowance	$ 615,083	$ 397,846

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	May 31, 2024 shares
Subsequent Event [Line Items]
Number of shares issued	1,041,667
Number of shares issued for services	1,671,909

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