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As
filed with the Securities and Exchange Commission on July 11, 2024
Registration
No. 333-_______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IDAHO
COPPER CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada |
|
1021 |
|
98-0221494 |
(State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
Idaho
Copper Corporation
800
W. Main Street, Suite 1460, Boise, ID 83702
Telephone:
(208) 274-9220
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Steven
Rudofsky | Chief Executive Officer
Idaho
Copper Corporation
800
W. Main Street, Suite 1460, Boise, ID 83702
Telephone:
(208) 274-9220
(Address,
including zip code, and telephone number,
including area code, of agent for service)
Copies
to:
Mark
E. Crone, Esq.
Cassi Olson, Esq.
The Crone Law Group, P.C.
420
Lexington Avenue, Suite 2446, New York, NY 10170
Telephone:
(646) 861-7891
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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 7(a)(2)(B) of the Securities Act. ☐
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED [●], 2024
PRELIMINARY
PROSPECTUS
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/forms-1_001.jpg)
IDAHO
COPPER CORPORATION
94,126,642
Shares of Common Stock
This
prospectus relates to the potential offer and resale, from time to time, by selling stockholders named herein (each a “Selling
Stockholder” and, collectively, the “Selling Stockholders”), or their permitted
transferees, of 94,126,642 shares of common stock, par value $0.001 per share (the “Common Stock”), of Idaho Copper
Corporation (the “Company”), consisting of (i) up to 9,283,333 shares of Common Stock issuable upon the conversion of 185.66
shares of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) sold
in the Newbridge Private Placement Offering (as described below) (ii) up to 11,604,167 shares of Common Stock issuable upon
the exercise of warrants (the “Warrants”) sold in the Newbridge Private Placement Offering, (iii) 813,333 shares
of common stock issued to the placement agent of the Newbridge Private Placement Offering, (iv) 66,794,143 shares of Common Stock
issued pursuant to the January 23, 2023 share exchange with the former shareholders of ICUMO
described below, (v) 4,333,333 shares of Common Stock sold in the December 15, 2022 (the “Private Placement Offering”),
(vi) 880,000 shares of Common Stock issuable upon conversion of the principal and accrued interest
of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a price of $0.23 per share, issued to
certain Selling Stockholders on April 5, 2024 and (vii) 418,333 shares of Common Stock issued
in consideration of consulting fees to various consultants.
Our
Common Stock is quoted on the Pink tier of OTC Markets Group Inc. under the symbol “COPR”. On July 9, 2024, the last
reported sale price of our Common Stock was $0.192 per share. There is currently a limited public trading market for our Common
Stock.
We
are registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We
will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders in the offering described in this prospectus.
However, to the extent that the Warrants held by the Selling Stockholders are exercised for cash, we will receive payment of the
exercise price in connection with such exercise. See “Use of Proceeds” beginning on
page 14 of this prospectus and “Selling Stockholders” beginning on page 15 of this prospectus.
The
registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of our Common Stock
will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the Selling Stockholders may sell
any of our shares of Common Stock offered by this prospectus.
The
Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount
the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement.
We provide more information about how a Selling Stockholder may sell its shares of Common Stock in the section titled “Plan of
Distribution” on page 22.
The
Common Stock offered by this prospectus may be sold by the Selling Stockholders
or their transferees, pledgees, donees or assigns or other successors-in-interest that receive
any of the shares as a gift, distribution, or other non-sale related transfer at the fixed price of $0.24 per share until such
time as our shares are quoted on the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation
system.
The
Selling Stockholders may be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as
amended (the “Securities Act”), and any broker-dealers or agents that are involved in selling the Common Stock may be
deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
All
costs incurred in the registration of the shares offered pursuant to this prospectus, including all registration, listing, and qualification
fees, printing and legal fees, are being borne by the Company. The Selling Stockholders are responsible for all selling commissions,
transfer taxes and other costs related to the offer and sale of their shares.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE SECTION ENTITLED “RISK FACTORS” IN THIS
PROSPECTUS BEGINNING ON PAGE 6.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is [●], 2024
IDAHO
COPPER CORPORATION
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “Commission”).
You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain
important information you should consider when making your investment decision. See “Where You Can Find Additional Information”
in this prospectus.
Neither
we nor the Selling Stockholders have authorized anyone to provide you with any information other
than in this prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on
it. We take no responsibility for, and can provide no assurances as to the reliability of, any
other information that others may give you. You should assume that the information in this prospectus is accurate only as of the date
hereof. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither
we nor the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or
distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the
United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this
prospectus applicable to those jurisdictions.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements regarding future events
and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other
safe harbors under Section 27A of the Securities Act, and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “anticipate”,
“estimate”, “expect”, “project”, “plan”, “intend”, “believe”,
“may”, “might”, “will”, “should”, “can have”, “likely” and similar
expressions are used to identify forward-looking statements. All forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those that we expected.
We
derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While
we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is
impossible for us to anticipate all factors that could affect our actual results. Accordingly, our actual results could differ materially
from those projected in the forward-looking statements for many reasons, including the risk factors listed in “Risk Factors”
beginning on page 6 of this prospectus and elsewhere in or in the documents incorporated by reference in this prospectus.
All
forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others
made in this prospectus and hereafter in our other Commission filings and public communications.
You
should evaluate all forward-looking statements made by us in the context of all risks and uncertainties described with respect to our
business. We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore,
the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update
or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. This summary provides an overview of selected information and
does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus
carefully, especially the “Risk Factors,” and our financial statements and the accompanying notes to those statements, included
elsewhere in this prospectus, before making an investment decision. Unless otherwise stated or the context otherwise requires, the terms
“Idaho Copper,” the “Company,” “we,” “us” and “our” refer to Idaho Copper
Corporation and its wholly owned subsidiary, International CuMo Mining Corporation.
Company
Overview
Idaho
Copper Corporation is a mineral exploration and development company, focused on exploring and developing a large copper-molybdenum-silver
deposit in Idaho (United States), (the “CuMo” project”). 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 Boise County, Idaho, spanning Sections in Township 7N and 8N, Range
5E and 6E, Boise Meridian.
Idaho
Copper seeks to capitalize on the looming copper supply deficit by advancing one of the potentially largest untapped copper projects
in the United States. The economics of the project benefit from extensive high-value co-products including molybdenum and silver. A Preliminary
Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc.
Company
History (2020 – 2022)
| ● | Idaho
Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in
Nevada, was initially engaged in the manufacture, distribution, and sales of tourmaline-related
healthcare products through operating entities in China. On December 31, 2020, the Company
entered into a merger agreement (the “Merger Agreement”) with Dynamic Elite International
Limited, a British Virgin Islands company (“Dynamic”), Crystal Globe Limited,
a British Virgin Islands company (“Crystal Globe”), and Joway Merger Subsidiary
Limited, a British Virgin Islands company (“Merger Sub”), pursuant to which Merger
Sub merged with and into Dynamic, with Dynamic continuing as the surviving corporation and
a wholly-owned subsidiary of Crystal Globe (the “Merger”). As a result of the
consummation of the Merger, the Company no longer had any assets or business operations and
became a shell company, as that term is defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). |
| | |
| ● | Pursuant
to a Stock Purchase Agreement dated as of January 31, 2022, by and among the Company, Crystal
Globe Limited and JHP Holdings, Inc., a Nevada corporation (“JHP”), JHP acquired
16,644,820 shares of common stock, representing 83% of the issued and outstanding shares
of the Company on a fully diluted basis, in consideration for the purchase price of $100,000.
In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and
director of the Company, resigned and Ramon Lata was appointed as the sole officer and director
of the Company. |
Company
History (2023 – Present)
| ● | 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 ICUMO Shareholders transferred
all the issued and outstanding shares of common stock of ICUMO to the Company in exchange
for 182,240,000 newly issued shares Common Stock. As a result of this share exchange, ICUMO
became a wholly owned subsidiary of the Company. |
| ● | On
February 7, 2023, the board of directors 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 a Certificate of Amendment to the Articles of Incorporation of the Company 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. |
| | |
| ● | On
March 9, 2023, the Company filed an amendment to its Articles of Incorporation with the Nevada
Secretary of State, effecting the change of the Company’s name from “Joway Health
Industries Group Inc.” to “Idaho Copper Corporation”. |
Private
Placement Offerings
| ● | From
August 14, 2023 through December 11, 2023, we entered into subscription purchase agreements
(“Subscription Agreements”) with purchasers for 23 units (the “Units”),
at a purchase price of $12,000 per Unit for an aggregate purchase price of $276,000 (the
“Private Placement Offering”). 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 Warrants entitle the holders to shares of Common
Stock for three (3) years, at an exercise price of $0.24 per share. See “Series
Convertible Non-Voting Preferred Stock” on page 49. |
| | |
| ● | On
January 11, 2024, the Company filed the Certificate of Designation with the Nevada Secretary
of State. Pursuant to the Certificate of Designation, the board of directors of the Company
(the “Board”) established, fixed, and designated 200 of the authorized but unissued
shares of the Company’s Preferred Stock as Series A Convertible Non-Voting Preferred
Stock, with rights, preferences and limitations as described in the Certificate of Designation. |
| | |
| ● | From
February 28, 2024, through March 28, 2024, the Company conducted a private placement offering
pursuant to which it entered into Subscription Agreements with accredited investors for an
aggregate of 162.66 Units (the Newbridge Private Placement Offering”).
Newbridge Securities Corporation acted as the sole placement agent (the “Placement
Agent”) on a best-efforts basis pursuant to a Placement Agency Agreement dated September
7, 2023, as amended on December 27, 2023. Pursuant to this agreement, the Placement Agent
received cash commissions of $195,200, representing 10.0% of the gross purchase price of
the Units sold. Certain members of Placement Agent participated as investors in the Newbridge
Private Placement Offering. |
| | |
| ● | Pursuant
to the Subscription Agreements, the Company agreed to file a registration statement with
the Securities and Exchange Commission (the “Commission”) to register the re-sale
of the shares of Common Stock issuable upon the conversion of the Preferred Stock and upon
the exercise of the Warrants within 90 business days
after the final closing date, which was March 28, 2024. If the Company
fails to file a registration statement by such date, the Company shall pay the investors
2.5% of their respective purchase price for each 30 days that the registration statement
is not filed, with a maximum of 10%. |
Agreements
to Commence Ore Sorting Program and Update its PEA
| ● | On
March 28th, 2024, the Company announced that it had signed agreements with three mining consulting
and engineering firms to commence comprehensive core scanning and ore sorting programs designed
to result in an updated preliminary economic assessment (“PEA”). |
| | |
| ● | These
firms include MineSense Technologies, Ltd. in Vancouver, BC Canada for bucket-level ore sorting
testing, Veracio, Inc. from Salt Lake City, Utah for core scanning, and SGS Bateman, Inc.
of Tucson, Arizona to complete metallurgical testing and to be the lead author on the PEA
report update. |
Summary
of Risk Factors
Risks
Associated with Mining Business
| ● | It
is uncertain whether the Company’s mineral properties contain any proven or probable
reserve, nor can the Company provide such assurance, but its business is highly dependent
on the existence of the mineral property. |
| | |
| ● | Due
to the speculative characteristics of the mine exploration business, there is substantial
risk that the Company will not find sufficient commercially exploitable minerals and fail
in its business. |
| | |
| ● | Even
if the Company does eventually discover a mineral reserve on one or more of its properties,
there can be no assurance that it will be able to develop such properties into producing
mines and extract those resources. Both mineral exploration and development involve a high
degree of risk and few properties which are explored are ultimately developed into producing
mines. |
| | |
| ● | The
Company cannot provide any assurance about financing for additional exploration. If its exploration
costs are higher than anticipated, the Company may only be able to complete the exploration
program with additional financing. |
| | |
| ● | If
the Company cannot raise sufficient capital after it establishes the existence of a mineral
resource on any of its properties in a commercially exploitable quantity, it will not be
able to exploit the resource, thus the business could fail. |
| | |
| ● | Mineral
exploration and development are subject to extraordinary operating risks. The Company does
not currently insure against these risks. In the event of a cave-in or similar occurrence,
its liability may exceed its resources, which would have an adverse impact on the business. |
| | |
| ● | Mineral
prices are subject to dramatic and unpredictable fluctuations. |
| | |
| ● | The
unpredictable inclement weather may restrict mineral exploration and cause delay or impact
on the Company’s mining progress. |
Risks
Associated with our Capital Structure
| ● | If
our business plan is not successful, the Company may not be able to continue operations as
a going concern and shareholders may lose their entire investment in the Company. |
| | |
| ● | We
could face significant penalties for our failure to comply with the terms of our outstanding
convertible notes. |
| | |
| ● | You
may experience dilution of your ownership interests because of the future issuance of additional
shares of Common Stock or other securities that are convertible into or exercisable for Common
Stock or preferred stock. |
| | |
| ● | The
Company does not have a class of securities registered under Section 12 of the Exchange Act.
Until it does, or the Company becomes subject to Section 15(d) of the Exchange Act, it will
be a “voluntary filer.” |
| | |
| ● | Share
of Common Stock are subject to the “penny stock” rules of the SEC, and the trading
market in the Company’s securities is limited, which makes transactions in its stock
cumbersome and may reduce the value of an investment in its stock. |
| | |
| ● | Because
the Company does not intend to pay any cash dividends on shares of Common Stock, its stockholders
will not be able to receive a return on their shares unless they sell them. |
| | |
| ● | The
Company’s principal stockholders and management own a significant percentage of Common
Stock and will be able to exercise significant influence over matters subject to stockholder
approval. |
Risks
Related to Regulatory and Permitting Requirements in the Industry the Company Operates
| ● | Mineral
operations are subject to applicable law and government regulation. Even if the Company discovers
a mineral resource in a commercially exploitable quantity, applicable laws and regulations
could restrict or prohibit the exploitation of that mineral resource. |
| | |
| ● | Exploration
development and exploitation activities are subject to comprehensive regulation and permitting,
which may cause substantial delays or require capital outlays in excess of what is currently
anticipated, causing a material adverse effect on the business. |
| | |
| ● | The
Company depends on its senior management team, and the loss of one or more key employees
or an inability to attract and retain highly skilled employees could adversely affect the
business. |
Corporate
Information
Our
principal executive offices are located at 800 W. Main St., Ste 1460, Boise, ID 83702. Our telephone number is 208-274-9220. Our website
address is www.idaho-copper.com. Information contained in, or that can be accessed through, our website is not incorporated by reference
into this prospectus, and you should not consider information on our website to be part of this prospectus.
THE
OFFERING
Common Stock to be offered by the Selling Stockholders:
|
|
94,126,642 shares of Common Stock consisting
of (i) (i) up to 9,283,333 shares of Common Stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting
Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) sold in the Newbridge Private Placement
Offering (as defined below) (ii) up to 11,604,167 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”)
sold in the Newbridge Private Placement Offering, (iii) 813,000 shares of common stock issued to the placement agent of the Newbridge
Private Placement Offering, (iv) 66,794,143 shares of Common Stock issued pursuant to the January
23, 2023 Share Exchange, (v) 4,333,333 shares of Common Stock sold in the December 15, 2022 (the “Private Placement
Offering”), (vi) 880,000 shares of Common Stock issuable upon conversion of the principal
and accrued interest of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a price of $0.23
per share, issued to certain Selling Stockholders on April 5, 2024 and (vii) 418,333 shares of Common Stock issued
in consideration of consulting fees to various consultants. |
|
|
|
Outstanding Common Stock before the Offering |
|
250,282,762
Shares of Common Stock |
|
|
|
Trading Market: |
|
Our Common Stock is traded on the Pink tier of the OTC Markets Group Inc. under the symbol “COPR.” |
|
|
|
|
|
Our Series A Preferred Stock and Warrants are not currently listed or quoted on any exchange or marketplace, and we do not intend to apply for listing or quotation of those securities on any exchange or marketplace in the immediate future. |
|
|
|
Use of proceeds |
|
We will not receive any proceeds from the sale of
the Common Stock. However, to the extent that the Warrants held by the Selling Stockholders are exercised for cash, we will receive the
payment of the exercise price in connection with such exercise.
|
|
|
|
Risk Factors |
|
See the discussion under the caption “Risk Factors” and other information in this Prospectus for a discussion of factors you should carefully consider before deciding to invest in our Common Stock. |
RISK
FACTORS
Investing
in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described
below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In
addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement
we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial
condition and results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could
decline due to any of these risks or uncertainties, and you may lose part or all of your investment.
Risks
Related to Capital Structure
Our
Common Stock is currently quoted on the Pink tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “COPR.”
The trading price of the Company’s securities could be subject to wide fluctuations, in response to quarterly variations in its
operating results, announcements by the Company or others, developments affecting it, and other events or factors. In addition, the stock
market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the
market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market
prices of the securities Such risks could have an adverse effect on the stock’s future liquidity.
If
our business plan is not successful, the Company may not be able to continue operations as a going concern and shareholders may lose
their entire investment in the Company.
As
of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was $1,868,607.
We do not have sufficient resources to effectuate our
business. We expect to incur expenses without 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 doubt about the Company’s ability to continue as a going
concern. Although the Company has been successful in raising funds in the past, there can be no assurance the Company will be able to
raise sufficient funds in the future, in which case the Company may be unable to meet its obligations as they come due in the normal
course of business. The Company has not determined whether any of its properties contain mineral reserves that are economically recoverable.
It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operations.
Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable
value of its assets may be materially less than the amounts on the statement of financial position.
If
the Company fails to raise sufficient capital, it will have to explore other financing activities to provide it with the liquidity and
capital resources to meet its working capital requirements and to make capital investments in connection with ongoing operations. The
Company cannot give assurance that it will be able to secure the necessary capital when needed. The Company’s independent auditor
included an explanatory paragraph on the financial statements emphasizing to the readers of the audit report that there is substantial
doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is
dependent upon it being able to generate cash flow sufficient to fund operations and reducing operating expenses. The Company’s
business plans may not be successful in addressing cash flow issues. If the Company cannot continue as a going concern, its shareholders
may lose their entire investment in it.
You
may experience dilution of your ownership interests because of the future issuance of additional shares of Common Stock or other securities
that are convertible into or exercisable for Common Stock or preferred stock.
In
the future, the Company may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests
of present stockholders. The Company is authorized to issue an aggregate of 500,000,000 shares of Common Stock and 10,000,000 shares
of preferred stock, 200 of which are designated Series A Convertible Non-Voting Preferred Stock. Additional shares of Common Stock or
other securities that are convertible into or exercisable for Common Stock may be issued in connection with hiring or retaining employees,
future acquisitions, future sales of securities for capital raising purposes, or for other business purposes. The future issuance of
any such additional shares of Common Stock may create downward pressure on the trading price of Common Stock.
We
could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.
Our
convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely
file SEC reports. In the event we are unable to perform our obligations under the convertible notes, or make timely payment, we could
face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly,
all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the
Company to decline in value or become worthless. As of the date of this prospectus, we have not defaulted on the convertible notes.
The
Company does not have a class of securities registered under Section 12 of the Exchange Act. Until it does, or the Company becomes subject
to Section 15(d) of the Exchange Act, it will be a “voluntary filer.”
The
Company is not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC. It has
in the past voluntarily elected to file some or all of these reports to ensure that sufficient information about it is publicly available
to its stockholders and potential investors. Until the Company becomes subject to the reporting requirements under the Exchange Act,
it is a “voluntary filer” and is currently considered a non-reporting issuer under the Exchange Act. The Company will not
be required to file reports under Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of: (i) the registration of a
class of securities under Section 12 of the Exchange Act, which would be required if the Company lists a class of securities on a national
securities exchange or if it meets the size requirements set forth in Section 12(g) of the Exchange Act, or which it may voluntarily
elect to undertake at an earlier date; or (ii) the effectiveness of a registration statement under the Securities Act, relating to Common
Stock. Until the Company becomes subject to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, it is
not subject to the SEC’s proxy rules, and large holders of its capital stock will not be subject to beneficial ownership reporting
requirements under Sections 13 or 16 of the Exchange Act and their related rules. As a result, the Company’s stockholders and potential
investors may not have available to them as much or as robust information as they may have if and when it becomes subject to those requirements.
In addition, if the Company does not register under Section 12 of the Exchange Act, and remain a “voluntary filer”, it could
cease filing annual, quarterly or current reports under the Exchange Act.
Share
of Common Stock are subject to the “penny stock” rules of the SEC, and the trading market in the Company’s securities
is limited, which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock.
Rule
15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve
a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating
to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers
may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult
for investors to dispose of shares of Common Stock and may cause a decline in the market value of the Company’s stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
Because
the Company does not intend to pay any cash dividends on its Common Stock, its stockholders will not be able to receive a return
on their shares unless they sell them.
The
Company intends to retain any future earnings to finance the development and expansion of its business. The Company does not anticipate
paying any cash dividends on share of Common Stock in the foreseeable future. Unless the Company pays dividends, its stockholders will
not be able to receive a return on their shares unless they sell them. The Company cannot assure its stockholders that they will be able
to sell shares when they desire to do so.
The
Company’s principal stockholders and management own a significant percentage of Common Stock and will be able to exercise significant
influence over matters subject to stockholder approval.
As
of July 10, 2024, the Company’s executive officers, directors and principal stockholders, together with its other affiliates,
owned approximately 16.67% of the issued and outstanding Common Stock. Accordingly, these stockholders will be able to exert a
significant degree of influence over the management and affairs of the Company and over matters requiring stockholder approval, including
the election of the directors and approval of significant corporate transactions. This concentration of ownership could have the effect
of entrenching Company management or the Board, delaying or preventing a change in control or otherwise discouraging a potential acquirer
from attempting to obtain control of the Company, which in turn could have a material and adverse effect on the fair market value of
Common Stock.
Risks
Associated with Mining Business
It
is uncertain that the Company’s mineral properties contain any proven or probable reserve, nor can the Company provide such assurance,
but its business is highly dependent on the existence of the mineral property.
As
all the Company’s mineral properties are in the exploration stage, there is no assurance that it can establish the existence of
any mineral reserves on any of its properties in commercially exploitable quantities. Until the Company can do so, it cannot earn any
revenues from operations and if it does not do so, it will lose all of the funds that were expended on exploration. If the Company does
not discover any mineral reserves in a commercially exploitable quantity, its business could fail.
The
Company has not established that its mineral properties contain any proven or probable reserves, nor can there be any assurance that
it will be able to do so. If the Company fails to establish any proven or probable reserve, the business could fail.
Due
to the speculative characteristics of the mine exploration business, there is substantial risk that the Company will not find sufficient
commercially exploitable minerals and will fail in its business.
The
Company cannot evaluate its success rate on the CuMo Project. The search for valuable minerals as a business is perilous. The Company
may not find commercially exploitable mineral reserves or other valuable minerals in its mineral property. Exploration for minerals is
a speculative venture necessarily involving substantial risk. The expenditure to be made by the Company on exploration programs may not
result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications, and delays encountered in the exploration of the mineral properties the Company plans to undertake. Issues
such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration
efforts. In such a case, the Company would need help to complete its business plan. Due to the inherent dangers involved in mineral exploration,
the business may incur liability or damages.
Because
we have limited capital, inherent mining risks pose a significant threat to us compared with our larger competitors.
Because
we have limited capital, we may be unable to withstand significant losses that can result from inherent risks
associated with mining, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather
conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of
our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing
and production delays, causing monetary losses and possible legal liability. Our business could also be harmed if we lose the services
of our key personnel.
Our
business and mineral exploration programs depend upon our ability to retain and employ the services of geologists, engineers and other
experts as subcontractors and/or as employees. In operating our business and in order to continue our programs, we compete for the services
of professionals with other mineral exploration companies and businesses. In addition, several entities have expressed an interest in
hiring certain of our employees. Our ability to maintain and expand our business and continue our exploration programs may be impaired
if we are unable to continue to engage or employ those parties currently providing services and expertise to us or identify and engage
or employ other qualified personnel to do so in their place. The number of available qualified mining subcontractors is limited, and
there is no assurance that we will be able to engage or retain the subcontractors needed to carry out our current or future business
plans. To retain key employees, we may also face increased compensation costs, including potential new stock incentive grants, and there
can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel.
Even
if the Company does eventually discover a mineral reserve on one or more of its properties, there can be no assurance that it will be
able to develop such properties into producing mines and extract those resources. Both mineral exploration and development involve a
high degree of risk and few properties which are explored are ultimately developed into producing mines.
The
commercial viability of an established mineral deposit will depend on several factors, including, by way of example, the size, grade,
and other attributes of the mineral deposit, the proximity of the resource to infrastructures such as a smelter or processing facilities,
power, and water, roads and a point for shipping, available workforce, government regulation, successful permitting, proximity to markets
and consumers, and market prices. Most of these factors will be beyond the Company’s control, and any of them could increase costs
and make extraction of any identified mineral resource unprofitable.
The
Company cannot provide any assurance about financing for additional exploration. If its exploration costs are higher than anticipated,
the Company may only be able to complete the exploration program with additional financing.
The
Company is proceeding with exploration on its CuMo property. The exploration program outlines the budget for completion of the program
but there is no assurance that actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted
costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in
completing the exploration program and delays due to weather or other factors experienced in completing the exploration program. Increases
in exploration costs could result in the Company not being able to carry out its exploration program without additional financing. There
is no assurance that the Company would be able to obtain additional financing in this event.
If
the Company cannot raise sufficient capital after it establishes the existence of a mineral resource on any of its properties in a commercially
exploitable quantity, it will not be able to exploit the resource, thus the business could fail.
If
the Company discovers mineral resources in commercially exploitable quantities on any of its properties, it will then be required to
expend substantial sums of money to explore and fully establish the extent of the resources and reserves, develop processes to extract
it, and develop extraction and processing facilities and infrastructure. Although the Company may derive substantial benefits from the
discovery of a significant deposit, there can be no assurance that such a resource or reserve will be large enough to justify commercial
operations, nor can there be any assurance that the Company will be able to raise the funds required for the development on a timely
basis. The business may not succeed if the Company cannot extend the necessary capital or complete the required facilities and infrastructure.
Mineral
exploration and development are subject to extraordinary operating risks. The Company does not currently insure against these risks.
In the event of a cave-in or similar occurrence, its liability may exceed its resources, which would have an adverse impact on the business.
Mineral
exploration, development, and production involve many risks that even a combination of experience, knowledge and careful evaluation may
be unable to overcome. The Company’s operations will be subject to all the geological, technical, and operating hazards and risks
in exploring mineral resources. If the Company discovers a mineral resource in commercially exploitable quantity, its operations would
be subject to the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins,
or similar dangers against which it cannot fully insure or against which it may elect not to insure. Any such event could result in work
stoppages and property damage, including damage to the environment. The Company does not currently maintain any insurance coverage against
these operating hazards. The payment of any liabilities arising from such occurrences may have a material adverse impact on the business.
Mineral
prices are subject to dramatic and unpredictable fluctuations.
The
Company expects to derive revenues from the sale of its mineral resource properties or from the extraction and sale of molybdenum, silver,
copper, and rhenium, and associated minerals. The price of those commodities has fluctuated widely in recent years. It is affected by
numerous factors beyond the Company’s control, including international, economic, and political trends, expectations of inflation,
currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, and increased production
due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately
be predicted.
The
unpredictable inclement weather may restrict mineral exploration and cause delay or impact on the Company’s mining progress.
Access
to the mineral property may be restricted between November and April of each year because the period between these months can sometimes
feature heavy snow cover, extreme cold, and high winds, which makes it difficult, if not impossible, to carry out exploration and other
activities. Visits, tests, and explorations of the mineral property can only be attempted when weather permits such activities. These
limitations can result in significant delays in the exploration, mining, and production of commercial minerals. Such delays can cause
the business to fail.
Risks
Related to Regulatory and Permitting Requirements in the Industry the Company Operates
Mineral
operations are subject to applicable law and government regulation. Even if the Company discovers a mineral resource in a commercially
exploitable quantity, applicable laws and regulations could restrict or prohibit the exploitation of that mineral resource.
Both
mineral exploration and extraction require permits from various federal, state, provincial and local governmental authorities and are
governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export,
taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and
other matters. There can be no assurance that the Company will be able to obtain or maintain any of the permits or bonds required for
the continued exploration of its mineral properties or for the construction and operation of a mine on its properties at economically
viable costs.
The
Company cannot ensure that all its business activities will continue to comply with all material laws and regulations because there may
be changes to applicable laws and regulations, and it may not be able to comply with such changes. Further, there is no assurance that
the Company will be able to obtain or maintain all permits or bonds necessary for its future operations or that it will be able to obtain
them on reasonable terms. To the extent such approvals are required and are not accepted, the Company may be delayed or prohibited from
proceeding with the planned exploration or development of its mineral properties. If the Company is prevented from exploiting any mineral
resource that it discovers by a failure to comply with applicable laws and regulations or obtain or to maintain any required permits,
the business could fail.
Exploration
development and exploitation activities are subject to comprehensive regulation and permitting, which may cause substantial delays or
require capital outlays in excess of what is currently anticipated, causing a material adverse effect on the business.
Exploration,
development, and exploitation activities are subject to federal, provincial, state, and local laws, regulations, and policies, including
laws regulating permitting, bonding, and the removal of natural resources from the ground and the discharge of materials into the environment.
Exploration, development, and exploitation activities are also subject to federal, provincial, state, and local laws and regulations
which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment and other operational
activities.
Environmental
and other legal standards imposed by federal, provincial, state, or local authorities may be changed, and any such changes may prevent
the Company from conducting planned activities or increase its costs of doing so, which could have material adverse effects on the business.
Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those currently anticipated,
thus causing a material adverse effect on the business. Additionally, the Company may be subject to liability for pollution or other
environmental damages that it may not be able to, or elect not to, insure against due to prohibitive premium costs and other reasons.
Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted that could materially
alter and negatively affect the Company’s ability to carry on the business.
The
Company depends on its senior management team, and the loss of one or more key employees or an inability to attract and retain highly
skilled employees could adversely affect the business.
The
Company’s success depends on the skills, experience, and performance of its Chief Executive Officer, Steven Rudofsky, and other
key employees. The effort of the Chief Executive Officer will be important as the Company continues to develop and expand its commercial
activities. The loss or incapacity of existing members of the executive management team could negatively impact the Company’s operations
if it experiences difficulties in hiring qualified successors. Qualified employees periodically are in great demand and may be unavailable
in the time frame required to satisfy business requirements. Expansion of the business could require the Company to employ additional
personnel. There can be no assurance that the Company will be able to attract and retain sufficient numbers of skilled employees in the
future. The loss of personnel or inability to hire or retain sufficient personnel at competitive rates could impair the growth of the
business.
The
Company also relies on its leadership team in the areas of finance, marketing, services, and general and administrative functions, and
on sales. From time to time, there may be changes in the executive management team resulting from the hiring or departure of executives,
which could disrupt the business.
In
addition, in making employment decision, job candidates often consider the value of the equity awards they are to receive in connection
with their employment. Volatility in the price of Common Stock might, therefore, adversely affect the Company’s ability to attract
or retain highly skilled personnel. Furthermore, the requirement to expense certain stock awards might discourage the Company from granting
the size or type of stock awards that job candidates require to join. If the Company fails to attract new personnel or fail to retain
and motivate its current personnel, the business and its future growth prospects could be severely harmed.
If
we are unable to pay debts and other obligations when due, including reclamation obligations, our ability to remain in business could
be jeopardized.
We
have approximately $3 million of outstanding indebtedness.
We may from time to time enter into arrangements
to borrow money in order to fund our operations and expansion plans, and such arrangements may include covenants that restrict our business
in some way. Events may occur in the future, including events beyond our control that would cause us to fail to satisfy our obligations
under existing notes payable or other debt instruments. In such circumstances, or we were to default on our obligations under debentures
or other debt instruments, the amounts drawn under our debt agreements may become due and payable before the agreed maturity date, and
we may not have the financial resources to repay such amounts when due.
Further,
although most, but not all, of our reclamation obligations are bonded, and cash and other assets have been reserved to secure a portion
but not all of this bonded amount, to the extent the bonded amounts are not fully collateralized, we will be required to come up with
additional cash to perform our reclamation obligations when they occur. In addition, the bonding companies have the right to require
increases in collateral at any time upon 30-days’ notice to us, failure of which would constitute a default under the bonds. In
such circumstances, we may not have the financial resources to perform such reclamation obligations or to increase such collateral when
due.
Our
failure to meet these obligations could jeopardize our ability to continue in business.
Risks
Associated with Cybersecurity Threats
The
Company’s operations are dependent on information technology systems that may be subject to network disruptions
The
Company’s operations depend on information technology (“IT”) systems. These IT systems could be subject to network
disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting
from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The
Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software,
as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures,
delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending
on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
Although
to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can
be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot
be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued
development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks
from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend
additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Additionally,
on July 26, 2023, the Commission adopted new cybersecurity disclosure rules for public companies that require disclosure regarding cybersecurity
risk management (including the corporate board’s role in overseeing cybersecurity risks, management’s role and expertise
in assessing and managing cybersecurity risks, and processes for assessing, identifying and managing cybersecurity risks) in annual reports.
These new cybersecurity disclosure rules also require the disclosure of material cybersecurity
incidents in a Form 8-K, generally within four days of determining an incident is material. We will be subject to such annual report
disclosure requirements starting with our 2024 Form 10-K and we will be subject to such Form 8-K disclosure requirements starting June
15, 2024.
Risks
Related to this Offering
The
price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.
Factors
that could cause volatility in the market price of our Common Stock include:
|
● |
actual
or anticipated fluctuations in our financial condition and operating results; |
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|
|
● |
actual
or anticipated changes in our growth rate relative to our competitors; |
|
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|
|
● |
success
of our competitors in commercializing products; |
|
|
|
|
● |
strategic
transactions undertaken by us; |
|
|
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|
● |
additions
or departures of key personnel; |
|
|
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|
● |
prevailing
economic conditions; |
|
|
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|
● |
disputes
concerning our intellectual property or other proprietary rights; |
|
|
|
|
● |
U.S.
or foreign regulatory actions affecting us or our industry; |
|
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● |
sales
of our Common Stock by our officers, directors or significant stockholders; |
|
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|
● |
future
sales or issuances of equity or debt securities by us; |
|
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|
● |
business
disruptions caused by natural disasters; and |
|
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● |
issuance
of new or changed securities analysts’ reports or recommendations regarding us. |
In
addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance
of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past, when the
price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer.
If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention
of our management would be diverted from the operation of our business.
State
securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus.
If
you purchase shares of our Common Stock sold in this Offering, you may not be able to resell the shares in any state unless and until
the shares of our Common Stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation
that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There
can be no assurance that we will be successful in registering or qualifying our Common Stock for secondary trading, or identifying an
available exemption for secondary trading in our Common Stock in every state. If we fail to register or qualify, or to obtain or verify
an exemption for the secondary trading of, our Common Stock in any particular state, our Common Stock could not be offered or sold to,
or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our
Common Stock, the market for our Common Stock will be limited which could drive down the market price of our Common Stock and reduce
the liquidity of the shares of our Common Stock and a stockholder’s ability to resell shares of our Common Stock at all or at current
market prices, which could increase a stockholder’s risk of losing some or all of his investment.
You
may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or preferred
stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.
If
our existing stockholders exercise warrants or sell, or indicate an intention to sell, substantial amounts of our Common Stock in the
public market, the price of our Common Stock could decline. The perception in the market that these sales may occur could also cause
the price of our Common Stock to decline.
n
the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of
the then current stockholders. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable
for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital
raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward
pressure on the trading price of the Common Stock. We may need to raise additional capital in the near future to meet our working capital
needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities
in the future in conjunction with the capital raising efforts, including at a price (or exercise prices) below the price you paid for
your stock.
USE
OF PROCEEDS
We
will receive none of the proceeds from the sale of the Common Stock by the Selling Stockholders in this Offering. However, to the extent
that the Warrants held by the Selling Stockholders are exercised for cash, we will receive the payment of the exercise price in connection
with such exercise (approximately $2.78 million if all Warrants were to be exercised).
DETERMINATION
OF OFFERING PRICE
The
Common Stock offered by this prospectus may be sold by the Selling Stockholders
or their transferees, pledgees, donees or assigns or other successors-in-interest that receive
any of the shares as a gift, distribution, or other non-sale related transfer at the fixed price of $0.24 until such time as our shares
are quoted on the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation system.
The
offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices
for Common Stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth
and liquidity of the market for our Common Stock.
MARKET
PRICE OF AND DIVIDENDS ON THE COMPANY’S
COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
Common Stock is quoted on the Pink tier of OTC Markets Group Inc. under the symbol “COPR”. Over-the-counter market quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
On July 9, 2024, the closing price on the OTC Pink of our Common Stock was $0.192.
Holders
As
of July 11, 2024, there were 467 holders of record of our Common Stock and 33 holders of our Series A Convertible
Non-Voting Preferred Stock.
Dividend
Policy
In
January 2022, the Company distributed a special dividend to its minority shareholders in connection with the Merger Agreement with
Dynamic and Crystal Globe. Other than the special distribution in January 2022, the Company does not pay dividends on shares of Common
Stock and does not anticipate paying such dividends in the foreseeable future. The declaration of any future cash dividends is at the
discretion of the Board and depends upon earnings, if any, capital requirements and financial position, the Company’s general economic
conditions, and other pertinent conditions.
SELLING
STOCKHOLDERS
This
prospectus covers the resale by the Selling Stockholders of an aggregate of up to 94,126,642 shares of Common Stock of the Company,
consisting of (i) up to 9,283,333 shares of Common Stock issuable upon the conversion of 185.66 shares of Series A Convertible
Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) sold in the Newbridge Private
Placement Offering (as defined below) (ii) up to 11,604,167 shares of Common Stock issuable upon the exercise of warrants (the
“Warrants”) sold in the Newbridge Private Placement Offering, (iii) 813,000 shares of common stock issued to the
placement agent of the Newbridge Private Placement Offering, (iv) 66,794,143 shares of Common Stock issued pursuant to the January
23, 2023 Share Exchange, (v) 4,333,333 shares of Common Stock sold in the December 15, 2022 (the “Private Placement
Offering”), (vi) 880,000 shares of Common Stock issuable upon conversion of the
principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a
price of $0.23 per share, issued to certain Selling Stockholders on April 5, 2024 and (vii) 418,333 shares of Common Stock issued
in consideration of consulting fees to various consultants.
Share
Exchange Agreement
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 ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange
for newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). As a result
of this share exchange (the “Share Exchange”), ICUMO became a wholly owned subsidiary of the Company.
ICUMO
owns or controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits.
Located in Boise County, Idaho, ICUMO was formed to explore the geologic and environmental factors that will determine the future development
plan of the CuMo Project.
Pursuant
to the terms of the Share Exchange Agreement, each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into
the right to receive the number of shares of Common Stock (the “Exchange Shares”) equal to an exchange ratio of 1.34 (the
“Exchange Ratio”).
As
a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding
shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common
Stock, held as follows:
|
● |
The
stockholders of the Company prior to the Exchange held 20,054,000 shares of issued and outstanding
Common Stock; and |
|
|
|
|
● |
The
ICUMO Shareholders held 182,240,000 shares of issued and outstanding Common Stock. |
Pursuant
to the terms of the Share Exchange Agreement, on January 23, 2023 at the closing of the Exchange (the “Closing”) the Company
assumed: (i) all ICUMO’s obligations for the options, whether or not vested, granted to key management personnel pursuant to certain
incentive stock option agreements (the “Incentive Stock Options”), and any vested options are now exercisable to purchase
shares of Common Stock at an exercise price of $0.125 until December 31, 2027; and (ii) all ICUMO’s obligations pursuant to certain
warrants to purchase shares of ICUMO common stock (the “2021 Warrants”), which warrants are now exercisable to purchase shares
of Common Stock, at an exercise price of $0.15, until May 11, 2027. The Incentive Stock Options and 2021 Warrants are (i) exercisable
for that number of shares of Common Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants,
immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise price per share equal to the
initial exercise price per share in effect for that option or warrant immediately prior to the Closing. With respect to these Incentive
Stock Options and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested and unvested options to purchase
an aggregate of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.
2022
Private Placement Offering
Prior
to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering (the
“2022 Private Placement Offering”) whereby it issued and sold convertible secured promissory notes in the total amount of
$898,000 with a conversion price of $0.10 (the “Notes”) and 8,980,000 warrants to purchase ICUMO Common Stock, with an exercise
price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange Agreement, ICUMO and the Company
agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company. Such replacement notes
and warrants were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes
and Warrants”). After applying the Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory
notes in the principal amount of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per
share of Common Stock and 11,973,333 warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal
on the Notes is due and payable on July 23, 2025. The warrants expire on January 9, 2028.
The
Replacement Notes and 2023 Warrants are secured by a first priority lien on all of the assets and mining claims of the Company,
other than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project.
2023
Private Placement Offering
From
August 14, 2023 through December 11, 2023, we entered into unit subscription purchase agreements with purchasers for 23 units (the “Units”),
at a purchase price of $12,000 per Unit for an aggregate purchase price of $276,000 (the “Private Placement Offering”). 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”). Each
share of Series A Preferred Stock converts into 50,000 shares of Common Stock. The Warrants entitle the holders to shares of Common Stock
for three (3) years, at an exercise price of $0.24 per share.
Newbridge
Private Placement Offering
From
February 28, 2024 through March 28, 2024, the Company conducted a private placement offering pursuant to which it entered into Unit Subscription
Purchase Agreements with accredited investors for an aggregate of 162.66 Units (the “Newbridge Private Placement Offering”).
Each Unit comprised of one (1) share of Series A Preferred Stock, and (ii) 62,500 Warrants. Each
share of Series A Preferred Stock converts into 50,000 shares of Common Stock. The Warrants entitle the holders to shares of Common Stock
for three (3) years, at an exercise price of $0.24 per share.
Newbridge
Securities Corporation acted as the sole placement agent (the “Placement Agent”) on a best-efforts basis pursuant to a Placement
Agency Agreement dated September 7, 2023, as amended on December 27, 2023. Pursuant to this agreement, the Placement Agent received cash
commissions of $195,200, representing 10.0% of the gross purchase price of the Units sold. Certain members of Placement Agent participated
as investors in the Offering.
Pursuant
to the Subscription Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission (the
“Commission”) to register 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 within 90 business days after the final Closing date
(as defined in the Subscription Agreement). If the Company fails to file a registration statement by such date, the Company shall
pay the investors 2.5% of their respective purchase price for each 30 days that the registration statement is not filed, with a maximum
of 10%.
The
Selling Stockholders, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares referred to above.
The Selling Stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from
the registration requirements of the Securities Act. We may from time to time include additional Selling Stockholders in supplements
or amendments to this prospectus.
The
Selling Stockholders may sell some, all or none of its shares. We do not know how long the Selling Stockholders will hold the shares
before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the
sale of any of the shares.
The
following table sets forth the shares beneficially owned, as of July 10, 2024 by the Selling Stockholders prior to the offering
contemplated by this prospectus, the number of shares that the Selling Stockholders may offer and sell from time to time under this prospectus
and the number of shares which the Selling Stockholders would own beneficially if all such offered shares are sold.
Name of Selling Stockholders | |
Beneficial
Ownership
Before the
Offering (1) | | |
Shares of
Common Stock
Included in
Prospectus (1) | | |
Beneficial
Ownership
After the
Offering( 2) | | |
Percentage
of Ownership
After the
Offering (2) | |
JHP Holdings, Inc. (3) | |
| 16,644,820 | | |
| 16,644,820 | | |
| 6.7 | % | |
| * | |
Elatam Family Trust (4) | |
| 17,721,500 | | |
| 17,721,500 | | |
| 7.1 | % | |
| * | |
John Hedges (5) | |
| 81,495 | | |
| 81,495 | | |
| * | | |
| * | |
Cataleya Investment Fond Management SAS (6) | |
| 6,700,000 | | |
| 6,700,000 | | |
| 2.7 | % | |
| * | |
The Gaitonde Living Trust (7) | |
| 2,673,333 | | |
| 2,673,333 | | |
| 0.5 | % | |
| * | |
James Dykes (8) | |
| 1,273,000 | | |
| 1,273,000 | | |
| 0.5 | % | |
| * | |
Patricia Czerniej (9) | |
| 1,273,000 | | |
| 1,273,000 | | |
| 0.5 | % | |
| * | |
Shaun Dykes (10) | |
| 1,159,100 | | |
| 1,159,100 | | |
| 0.5 | % | |
| * | |
Louise Dykes (11) | |
| 1,139,000 | | |
| 1,139,000 | | |
| 0.5 | % | |
| * | |
Tim Tycolis (12) | |
| 938,000 | | |
| 938,000 | | |
| 0.4 | % | |
| * | |
John E. Hiner (13) | |
| 368,500 | | |
| 368,500 | | |
| 0.1 | % | |
| * | |
Core Consultants Pty (Guernsey) Ltd. (14) | |
| 147,400 | | |
| 147,400 | | |
| 0.1 | % | |
| * | |
Emile Fremont (15) | |
| 134,000 | | |
| 134,000 | | |
| 0.1 | % | |
| * | |
Eric Kolodner (16) | |
| 11,725,000 | | |
| 11,725,000 | | |
| 4.7 | % | |
| * | |
Sandstone Group Corp. (17) | |
| 4,100,400 | | |
| 4,100,400 | | |
| 1.6 | % | |
| * | |
Newbridge Securities Corporation (18) | |
| 1,025,159 | | |
| 1,025,159 | | |
| 0.4 | % | |
| * | |
Chad D. Champion (19) | |
| 424,147 | | |
| 424,147 | | |
| 0.2 | % | |
| * | |
Steven Delonga (20) | |
| 432,128 | | |
| 432,128 | | |
| 0.2 | % | |
| * | |
David Lubin (21) | |
| 250,000 | | |
| 250,000 | | |
| 0.1 | % | |
| * | |
Constantino Gutierrez (22) | |
| 2,025,000 | | |
| 2,025,000 | | |
| 0.8 | % | |
| * | |
Clara Aguililla (23) | |
| 255,000 | | |
| 255,000 | | |
| 0.1 | % | |
| * | |
Michael J. Spohn (24) | |
| 225,000 | | |
| 225,000 | | |
| 0.1 | % | |
| * | |
Robert Santos Nespereira (25) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
James Batmasian (26) | |
| 9,337,500 | | |
| 9,337,500 | | |
| 3.7 | % | |
| * | |
Simon Mawson (27) | |
| 900,000 | | |
| 900,000 | | |
| 0.4 | % | |
| * | |
Eric R Samuelson (28) | |
| 900,000 | | |
| 900,000 | | |
| 0.4 | % | |
| * | |
Brian Caesar (29) | |
| 900,000 | | |
| 900,000 | | |
| 0.4 | % | |
| * | |
Jon E Schmidt (30) | |
| 562,500 | | |
| 562,500 | | |
| 0.2 | % | |
| * | |
Brian & Debra Fenner (31) | |
| 562,500 | | |
| 562,500 | | |
| 0.2 | % | |
| * | |
Dennis Gagnon Jr & Dawn Gagnon (32) | |
| 450,000 | | |
| 450,000 | | |
| 0.2 | % | |
| * | |
Jeffrey A Zipp (33) | |
| 450,000 | | |
| 450,000 | | |
| 0.2 | % | |
| * | |
Crudup Family Trust attn: Robert & Jillian Crudup TTEES (34) | |
| 337,500 | | |
| 337,500 | | |
| 0.1 | % | |
| * | |
Martha P & Donald A Sands TTEEs | Sands 2013 Trust (35) | |
| 337,500 | | |
| 337,500 | | |
| 0.1 | % | |
| * | |
Ronald Olson (36) | |
| 337,500 | | |
| 337,500 | | |
| 0.1 | % | |
| * | |
Daniel Walzman (37) | |
| 225,000 | | |
| 225,000 | | |
| 0.1 | % | |
| * | |
Jeet Patel (38) | |
| 225,000 | | |
| 225,000 | | |
| 0.1 | % | |
| * | |
Rafael Robert Leyva (39) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Victor & Anne Marie Muro (40) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Kenneth Zacharias (41) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
David Mortenson (42) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Daniel Saltarelli (43) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Andrew Slepitza (44) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Daniel J Carlberg (45) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Steven Talley (46) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Name of Selling Stockholders | |
| Beneficial
Ownership
Before the
Offering (1) | | |
| Shares of
Common Stock
Included in
Prospectus (1) | | |
| Beneficial
Ownership
After the
Offering( 2) | | |
| Percentage of
Ownership
After the
Offering (2) | |
Nadav Houri (47) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Peter Taliercio (48) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Mark Marinak TTEE | Mark Marinak Rev Liv Trust (49) | |
| 112,500 | | |
| 112,500 | | |
| * | | |
| * | |
Robert Blanche (50) | |
| 450,000 | | |
| 450,000 | | |
| 0.2 | % | |
| * | |
Tim Broussard (51) | |
| 450,000 | | |
| 450,000 | | |
| 0.2 | % | |
| * | |
Thomas G Marinak jr TTEE | Thomas G Marinak Living Trust (52) | |
| 337,500 | | |
| 337,500 | | |
| 0.1 | % | |
| * | |
Michael & Michelle Sekelsky (53) | |
| 225,000 | | |
| 225,000 | | |
| 0.1 | % | |
| * | |
PC Inc. (54) | |
| 75,000 | | |
| 75,000 | | |
| | | |
| * | |
Jon Powell (55) | |
| 440,000 | | |
| 440,000 | | |
| 0.2 | % | |
| * | |
Gil Atzmon (56) | |
| 440,000 | | |
| 434,783 | | |
| 0.2 | % | |
| * | |
Jeffrey V Karin R Hembrock (57) | |
| 1,333,333 | | |
| 1,333,333 | | |
| 0.5 | % | |
| * | |
PV Partners LP (58) | |
| 1,000,000 | | |
| 1,000,000 | | |
| 0.4 | % | |
| * | |
Corey Redfield (59) | |
| 666,667 | | |
| 666,667 | | |
| 0.3 | % | |
| * | |
Guy Amico (60) | |
| 149,375 | | |
| 149,375 | | |
| 0.1 | % | |
| * | |
Scott H. Goldstein (61) | |
| 149,375 | | |
| 149,375 | | |
| 0.1 | % | |
| * | |
Bruce Jordan (62) | |
| 97,600 | | |
| 97,600 | | |
| * | | |
| * | |
Howard Yeager (63) | |
| 87,500 | | |
| 87,500 | | |
| * | | |
| * | |
John Zaffarano (64) | |
| 83,375 | | |
| 83,375 | | |
| * | | |
| * | |
Thomas Casolaro (65) | |
| 50,700 | | |
| 50,700 | | |
| * | | |
| * | |
Robert P. Spitler (66) | |
| 33,500 | | |
| 33,500 | | |
| * | | |
| * | |
James Williams (67) | |
| 29,167 | | |
| 29,167 | | |
| * | | |
| * | |
John Moy (68) | |
| 20,000 | | |
| 20,000 | | |
| * | | |
| * | |
Robert J Raab TTEE | Robert J Raab Revocable Trust (69) | |
| 17,500 | | |
| 17,500 | | |
| * | | |
| * | |
Giovina Buddie (70) | |
| 7,560 | | |
| 7,560 | | |
| * | | |
| * | |
Sherrie Stalzer (71) | |
| 2,300 | | |
| 2,300 | | |
| * | | |
| * | |
Geronal Hurdle (72) | |
| 1,725 | | |
| 1,725 | | |
| * | | |
| * | |
Janine Talley (73) | |
| 575 | | |
| 575 | | |
| * | | |
| * | |
Stonefield Fund, LLC (74) | |
| 180,000 | | |
| 180,000 | | |
| 0.1 | % | |
| * | |
Intelligent Investments I LLC (75) | |
| 208,333 | | |
| 208,333 | | |
| 0.1 | % | |
| * | |
Camilo Quintero (76) | |
| 575 | | |
| 575 | | |
| * | | |
| * | |
|
* |
Represents
less than 1% |
|
|
|
| (1) | The
number of shares of common stock owned are those “beneficially owned” as determined
under the rules of the SEC, including any shares of common stock as to which the Selling
Stockholders has sole or shared voting or investment power. |
| (2) | The
“Beneficial Ownership After the Offering” assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus. The “Percentage of
Ownership After the Offering” is based on 250,282,762 shares of our Common Stock
outstanding. |
| (3) | The
shares of Common Stock were issued pursuant to the Share Exchange Agreement. Ramon Lata has sole voting and dispositive power over the
shares of Common Stock held by JHP Holdings, Inc. |
| (4) | The
shares of Common Stock were issued pursuant to the Share Exchange Agreement. Mohammed Elatam
is the trustee of the Elatam Family Trust. |
| (5) | Includes
(a) 67,000 shares of Common Stock issued pursuant to the Share Exchange Agreement, and (b)
14,495 shares of Common Stock issued as consideration for Mr. Hedges geological engineering
services. |
| (6) | The
shares of Common Stock were issued pursuant to the Share Exchange Agreement. Gladis Osorio has sole voting and dispositive power over
the shares of Common Stock held by Cataleya Investment Fond Management SAS. |
| (7) | Includes
(a) 1,340,000
shares of Common Stock issued pursuant to the Share
Exchange Agreement, and (b) 1,333,333 shares of Common Stock issued pursuant to a
convertible note in the 2022 Private Placement Offering and converted on May 25, 2024 at
a conversion price of $0.075 per share. Girish Gaitonde
is the trustee of the Gaitonde Living Trust. |
| (8) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (9) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (10) | The
shares of Common Stock pursuant to the Share Exchange
Agreement. Mr. Dykes, is the geological consultant to the Company. |
| (11) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (12) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (13) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (14) | The
shares of Common Stock were issued pursuant to the Share Exchange Agreement. Lara Smith has sole
voting and dispositive power over the shares of Common Stock held by Core Consultants Pty (Guernsey) Ltd.
|
| (15) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (16) | The
shares of Common Stock were issued pursuant to the
Share Exchange Agreement. |
| (17) | The
shares of Common Stock issued to Sandstone Group Corp., an assignee of Newbridge Securities Corporation, were issued as consideration
for their investment banking services for the Share Exchange. Constantino Gutierrez has sole voting
and dispositive power over the shares of Common Stock held by Sandstone Group Corp. |
| (18) | Includes
(a) 956,760 shares of Common Stock issued as consideration for their investment banking services for the Share Exchange, and (b) 68,399
shares of Common Stock issued as consideration for their investment banking services for the Newbridge Private Placement Offering. Robert
P. Spitler has voting and dispositive power over the shares of Common Stock. |
| (19) | Includes
(a) 410,040 shares of Common Stock issued to Chad D. Champion, an assignee of Newbridge Securities
Corporation, as consideration for investment banking services for the Share Exchange, and
(b) 14,107 shares of Common Stock issued to Chad D. Champion, an assignee of Newbridge Securities
Corporation, issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (20) | The
shares of Common Stock issued to Steven Delonga, an assignee of The Crone Law Group P.C,
were issued as consideration for his legal services for the Share Exchange. |
| (21) | The
shares of Common Stock issued to David Lubin, an assignee of The Crone Law Group P.C, were
issued as consideration for his consulting services for the Share Exchange. |
| (22) | 18
Units issued in the Private Placement Offering which includes (a) 900,000 shares of Common
Stock issuable upon conversion of 18 shares of Series A Preferred Stock, and (b) 1,125,000
shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. Constantino Gutierrez is a member of Newbridge
Securities Corporation and the managing member of Sandstone Group Corp. |
| (23) | Includes
(a) 2 Units issued in the Private Placement Offering consisting of 100,000 shares of Common
Stock issuable upon the conversion of 2 shares of Series A Preferred Stock, and 125,000 shares
of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share, and (b) 30,000 shares of Common Stock issued pursuant
to a consulting agreement with the Company dated March 20, 2024 in consideration for providing
strategic consulting services. |
| (24) | 2
Units issued in the Private Placement Offering which includes (a) 100,000 shares of Common
Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 125,000 shares
of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (25) | 1
Unit issued in the Private Placement Offering which includes (a) 50,000 shares of Common
Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares
of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (26) | 83
Units issued in the Newbridge Private Placement Offering which includes (a) 4,150,000 shares
of Common Stock issuable upon conversion of 83 shares of Series A Preferred Stock, and (b)
5,187,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (27) | 8
Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares
of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b)
500,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (28) | 8
Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares
of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b)
500,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (29) | 8
Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares
of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b)
500,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (30) | 5
Units issued in the Newbridge Private Placement Offering which includes (a) 250,000 shares
of Common Stock issuable upon conversion of 5 shares of Series A Preferred Stock, and (b)
312,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (31) | 5
Units issued in the Newbridge Private Placement Offering which includes (a) 250,000 shares
of Common Stock issuable upon conversion of 5 shares of Series A Preferred Stock, and (b)
312,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (32) | 4
Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares
of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b)
250,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (33) | 4
Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares
of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b)
250,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (34) | 3
Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares
of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b)
187,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (35) | 3
Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares
of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b)
187,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (36) | 3
Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares
of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b)
187,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (37) | 2
Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares
of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b)
125,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (38) | 2
Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares
of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b)
125,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (39) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (40) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (41) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (42) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (43) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (44) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (45) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (46) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (47) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (48) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (49) | 1
Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares
of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b)
62,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (50) | 4
Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares
of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b)
250,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (51) | 4
Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares
of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b)
250,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (52) | 3
Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares
of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b)
187,500 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (53) | 2
Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares
of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b)
125,000 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (54) | 0.67th
of a Unit in the Newbridge Private Placement Offering which includes (a) 33,333 shares
of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b)
41,667 shares of Common Stock issuable upon the exercise of Warrants at
an exercise price of $0.24 per share. |
| (55) | Includes
440,000 shares of Common Stock issued pursuant to a convertible promissory note dated May
5, 2023 and converted at $0.23 per share on April 5, 2024. |
| (56) | Includes
440,000 shares of Common Stock issued pursuant to a convertible promissory note dated May
5, 2023 and converted at $0.23 per share on April 5, 2024. |
| (57) | The
shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement
Offering and converted on May 15, 2024 at a conversion price of $0.075 per share. |
| (58) | The
shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement Offering and converted on May 15, 2024
at a conversion price of $0.075 per share. Scott Peters has sole voting and dispositive power over
the shares of Common Stock held by PV Partners LP. |
| (59) | The
shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement
Offering and converted on May 15, 2024 at a conversion price of $0.075 per share. |
| (60) | The
shares of Common Stock issued to Guy Amico, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (61) | The
shares of Common Stock issued to Scott H. Goldstein, an assignee of Newbridge Securities
Corporation, were issued in consideration for placement agent fees for the Newbridge Private
Placement Offering. |
| (62) | The
shares of Common Stock issued to Bruce Jordan, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (63) | The
shares of Common Stock issued to Howard Yeager, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (64) | The
shares of Common Stock issued to John Zaffarano, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (65) | The
shares of Common Stock issued to Thomas Casolaro, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (66) | The
shares of Common Stock issued to Robert P. Spitler, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (67) | The
shares of Common Stock issued to James Williams, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (68) | The
shares of Common Stock issued to John Moy, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (69) | The
shares of Common Stock issued to Robert J. Raab TTEE | Robert J. Raab Revocable Trust, an
assignee of Newbridge Securities Corporation, were issued in consideration for placement
agent fees for the Newbridge Private Placement Offering. Robert J. Raab is the trustee of
the Robert J. Raab TTEE | Robert J. Raab Revocable Trust. |
| (70) | The
shares of Common Stock issued to Giovina Buddie, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (71) | The
shares of Common Stock issued to Sherrie Stalzer, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (72) | The
shares of Common Stock issued to Geronal Hurdle, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (73) | The
shares of Common Stock issued to Janine Talley, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
| (74) | The
shares of Common Stock were issued pursuant to a consulting agreement with the Company dated March 20, 2024 in consideration for providing
strategic consulting services. Alfono Rivera-Revilla has sole voting and dispositive power over
the shares of Common Stock held by of Stonefield Fund LLC. |
| (75) | Includes
(a) 83,333 shares of Common Stock issued to Intelligent Investments I LLC, an assignee of
the Crone Law Group P.C, issued in consideration for legal services for the Newbridge Private
Placement Offering, and (b) 125,000 shares of Common Stock issued to Intelligent Investments
I LLC, an assignee of the Crone Law Group P.C, issued in consideration for legal services
for filing the Company’s registration statement relating to the Newbridge Private Placement
Offering. Mark Crone has sole voting and dispositive
power over the shares of Common Stock held by Intelligent Investments I LLC. |
| (76) | The
shares of Common Stock issued to Camilo Qunitero, an assignee of Newbridge Securities Corporation,
were issued in consideration for placement agent fees for the Newbridge Private Placement
Offering. |
PLAN
OF DISTRIBUTION
The
Selling Stockholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all
of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded
or in private transactions. These sales will be at fixed prices. The Selling Stockholders may use any one or more
of the following methods when selling securities:
| ● | on
any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale; |
| ● | in
the over-the-counter market; |
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately
negotiated transactions; |
| ● | short
sales effected after the date the registration statement of which this prospectus is a part
is declared effective by the SEC; |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| ● | broker-dealers
may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated
price per share; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted by applicable law. |
The
Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging
the positions they assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to close
out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders
may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which
shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The
aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered by them will be the purchase price of the Common
Stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will
not receive any of the proceeds from this offering.
The
Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.
The
Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Common Stock or interests therein
may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions
or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Stockholders
who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.
To
the extent required, the shares of our Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices
and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We
have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
in the market and to the activities of the Selling Stockholders and their affiliates. In addition, to the extent applicable we will make
copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose
of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities
Act.
We
have agreed to indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the shares offered by this prospectus.
We
have agreed with the Selling Stockholders to keep the registration statement of which this prospectus constitutes a part effective until
the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without
current public information pursuant to Rule 144 under the Securities Act or any other rule of similar effect, (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect or (iii) the third
anniversary of the closing of the Private Placement.
Penny
Stock Rules
The
Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price
(as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities
are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other
than established customers and “institutional accredited investors.” The term “institutional accredited investor”
refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor
specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions
with assets in excess of $5,000,000.
The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form required by the SEC, and impose a waiting period of two business days before effecting
the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock
held in the customer’s account.
The
bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction.
These
disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject
to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this report. The information and financial data discussed below is only
a summary and should be read in conjunction with the historical financial statements and related notes herein. The financial statements
fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future
performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are
reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not
be different from expectations expressed in this prospectus.
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 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
Operations
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
(our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic
Systems, Ltd. Mr. Dykes is currently 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.
Exchange
Transaction
As
a result of the Share 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.
We
changed our fiscal year to January 31. The Report
of our independent registered public accountants on our financial statements for the year ended January 31, 2024 states that these conditions,
among others, raise substantial doubt about our ability to continue as a going concern.
Results
of Operations
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated
financial statements and notes thereto for the years ended January 31, 2024, and 2023, and related management discussion herein.
Our
consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.
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 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.
For
the Year Ended January 31, 2024 Compared to the Year Ended January 31, 2023
Revenue
The
Company did not have revenues for the year ended January 31, 2024 or January 31, 2023.
Operating
expenses
The
Company had operating expenses of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January 31,
2023, comprised of the following categories:
| |
2024 | | |
2023 | | |
$ Change | | |
% Change | |
Professional fees | |
$ | 524,931 | | |
$ | 240,324 | | |
| 284,607 | | |
| 118 | % |
Payroll and related expenses | |
| 318,561 | | |
| 963,055 | | |
| (644,494 | ) | |
| -67 | % |
Rent expense | |
| 42,000 | | |
| 42,000 | | |
| - | | |
| 0 | % |
Stock-based stock compensation | |
| 2,043,909 | | |
| 2,769,292 | | |
| (725,383 | ) | |
| -26 | % |
Other general and administrative expenses | |
| 75,283 | | |
| 138,214 | | |
| (62,931 | ) | |
| -46 | % |
| |
$ | 3,004,684 | | |
$ | 4,152,885 | | |
| | | |
| | |
Professional
fees increased due to increases in costs associated with being a fully reporting public company. Payroll and related expenses decreased
due to cash salary reductions associated with our officers during as compared to the prior period. Stock-based compensation decreased
due to a reduction in equity-based compensation as management continues to work to reduce dilution of existing shareholders. Additionally,
the prior year amount included $1.7 million of expense related to costs associated with the issuance of warrants associated with the
extinguishment of ICUMO debt which was replaced by debt and warrants of the Company. General and administrative costs increased due to
an increase in the Company’s activity generally as it continues to seek the development of its existing mining claims.
Loss
from operations
The
Company had a loss from operations of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January
31, 2023.
Other
Income / Expenses
The
Company had $707,363 in other expenses for the year ended January 31, 2024, compared to net expenses of $146,585 for the year ended January
31, 2023.
Net
loss
The
Company had a net loss of $3,712,047 for the year ended January 31, 2024, compared to $4,299,470 for the year ended January 31, 2023.
Liquidity
and Capital Resources
As
of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was $1,868,607.
We do not have sufficient resources to effectuate our business. We expect to incur expenses without 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 doubt about
the Company’s ability to continue as a going concern.
We
will have to raise funds to pay for our expenses. We may have to 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.
We
currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Cash
Flows
Operating
Activities
For
the year ended January 31, 2024, net cash used in operating activities was $868,427 compared to $147,574 for the year ended January 31,
2023.
Investing
Activities
For
the years ended January 31, 2024, and 2023, we reported no cash provided by our investing activities.
Financing
Activities
For
the year ended January 31, 2024, we had cash provided by financing activities of $467,200, related to proceeds from convertible notes
payable and the sale of preferred stock. For the year ended January 31, 2023, we had cash provided by financing activities of $361,000,
related to proceeds from notes payable.
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these
policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience,
on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by management.
The
financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. The Company
has no revenue and has incurred losses to date of $31,600,305. In addition, the Company’s current liabilities exceed its current
assets by $1,868,607. The Company intends on financing its future development activities and its working capital needs largely from the
sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such
time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt about
the Company’s ability to continue operating as a going concern. The Company’s ability to continue our operations as a going
concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our
ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.
Contractual
Obligations
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.
Off
Balance Sheet Items
Under
SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement, or
contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
|
● |
any
obligation under certain guarantee contracts, |
|
|
|
|
● |
any
retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity
or market risk support to that entity for such assets, |
|
|
|
|
● |
any
obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and
classified in shareholder equity in our statement of financial position, and |
|
|
|
|
● |
any
obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity,
market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us. |
We
do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course
of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are
recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
Going
Concern
We
incurred net losses of $3,712,047 for the year ended January 31, 2024. We had an accumulated deficit of $31,600,305 and working capital
deficit of $1,868,607 as of January 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.
The
continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from
its stockholders or external financing. There can be no assurances to that effect, nor assurance that we will be successful in securing
sufficient funds to sustain the operations.
These
financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. We believe that the
actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company
to continue as a going concern.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Exploration
Stage Company
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting
and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced
or if its operations have commenced, there has been no significant revenues there from.
Property
and Equipment
Property
and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and
repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time
of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.
The
processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated
life of five years; and computer and other office equipment over an estimated useful life of five years.
Mineral
Properties
Costs
of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs,
including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it
has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title
may be affected by undetected defects.
Impairment
losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets’ carrying amount. As of January 31, 2024, we did not recognize
any impairment losses related to mineral properties held.
Impairment
of Intangible Assets with Indefinite Useful Lives
We
account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill
and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead
be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible
assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events
or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is
determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible
asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment,
if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.
Application
of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible
asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,
overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments
applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making
other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for
each indefinite-lived intangible asset.
Impairment
of Long-Lived Assets
For
long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes
in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances
are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered
through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets,
we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or the fair value less costs to sell.
Recently
Adopted Accounting Policies
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an
Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities
and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance
on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate
recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is effective for smaller
reporting companies for fiscal years beginning after December 15, 2023. The Company is still considering the effect of this.
Management
does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on
the Company’s present or future financial statements
Seasonality
Our
operating results are not affected by seasonality.
Inflation
Our
business and operating results are not affected in any material way by inflation.
Changes
in and Disagreements With Accountants and Financial Disclosure
On
January 23, 2024, the Company dismissed Turner, Stone & Company, LLP ( “Turner Stone”) as its independent registered
public accounting firm. On January 25, 2024, we engaged GreenGrowth CPAs, Inc. (“GreenGrowth”) as our independent registered
public accounting firm to audit our financials for the year ended January 31, 2024 and review the financials prepared by Turner Stone
for the period ended January 31, 2023 and during the interim period through January 24, 2024. The Board made the decision to engage GreenGrowth
acting under authority delegated to it. During the fiscal year ending January 31, 2023, and during the interim period through January
24, 2024, we had no disagreements with Turner Stone on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope of procedure.
DESCRIPTION
OF BUSINESS
Overview
Idaho
Copper Corporation is a mineral exploration and development company, focused on exploring and developing a large copper-molybdenum-silver
deposit in Idaho (United States), (the “CuMo project”). 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 Boise County, Idaho, spanning Sections in Township 7N and 8N, Range
5E and 6E, Boise Meridian.
Idaho
Copper seeks to capitalize on the looming copper supply deficit by advancing one of the potentially largest untapped copper projects
in the United States. The economics of the project benefit from extensive high-value co-products including molybdenum and silver. A Preliminary
Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc.
Company
History (2020 – 2022)
Idaho
Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in Nevada, was initially engaged in the manufacture,
distribution, and sales of tourmaline-related healthcare products through operating entities in China. As a result of the consummation
of the transactions contemplated by the Merger Agreement (the “Merger Agreement”), dated as of December 31, 2020, with Dynamic
Elite International Limited, a British Virgin Islands company, Crystal Globe Limited, a British Virgin Islands company, and Joway Merger
Subsidiary Limited, a British Virgin Islands company, the Company no longer had any assets or business operations. Accordingly, the Company
became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act.
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 and JHP Holdings, Inc., a Nevada corporation
(“JHP”), pursuant to which JHJP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares
represented 83% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid
by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and the Company made customary representations and
warranties to each other. In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company,
resigned and Ramon Lata was appointed as the sole officer and director of the Company.
Company
History (2023 – Present)
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 ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange
for newly issued shares of the Company’s common stock, (the “Common Stock”). As a result
of this share exchange (the “Share Exchange”), ICUMO became a wholly owned subsidiary of the Company.
ICUMO
owns and controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits.
Located in Boise County, Idaho, ICUMO was formed to explore the geologic and environmental factors that will determine the future development
plan of the CuMo Project.
Pursuant
to the terms of the Share Exchange Agreement, each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into
the right to receive the number of shares of Common Stock (the “Exchange Shares”) equal to an exchange ratio of 1.34 (the
“Exchange Ratio”).
As
a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding
shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common
Stock, held as follows:
|
● |
The
stockholders of the Company prior to the Exchange held 20,054,000 shares of issued and outstanding Common Stock; and |
|
|
|
|
● |
The
ICUMO Shareholders held 182,240,000 shares of issued and outstanding Common Stock. |
Pursuant
to the terms of the Share Exchange Agreement, on January 23, 2023 at the closing of the exchange (the “Closing”) the Company
assumed: (i) all ICUMO’s obligations for the options, whether or not vested, granted to key management personnel pursuant to certain
incentive stock option agreements (the “Incentive Stock Options”), and any vested options are now exercisable to purchase
shares of Common Stock at an exercise price of $0.125 until December 31, 2027; and (ii) all ICUMO’s obligations pursuant to certain
warrants to purchase shares of ICUMO common stock (the “2021 Warrants”), which warrants are now exercisable to purchase shares
of Common Stock, at an exercise price of $0.15, until May 11, 2027. The Incentive Stock Options and 2021 Warrants are (i) exercisable
for that number of shares of Common Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants,
immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise price per share equal to the
initial exercise price per share in effect for that option or warrant immediately prior to the Closing. With respect to these Incentive
Stock Options and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested and unvested options to purchase
an aggregate of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.
At
the Closing, Ramon Lata, the sole officer, and director of the Company, resigned from all his offices and from the Board of Directors
of the Company (the “Board”). In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun
Dykes, and Andrew Brodkey, and the following four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert
Scannell as Chief Financial Officer, Andrew Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.
Private
Placement by ICUMO
Prior
to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering (the
“2022 Private Placement Offering”) whereby it issued and sold convertible secured promissory notes in the total amount of
$898,000 with a conversion price of $0.10 (the “Notes”) and 8,980,000 warrants to purchase ICUMO common stock, with an exercise
price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange Agreement, ICUMO and the Company
agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company. Such replacement notes
and warrants were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes
and Warrants”). After applying the Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory
notes in the principal amount of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.( per
share of Common Stock and 11,973,333 warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal
on the Notes is due and payable on July 23, 2025. The warrants expire on January 9, 2028.
The
Replacement Notes and Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other than
certain patented lode mining claims that represent approximately 7.3% of the CuMo Project.
The
Company continues to be a “smaller reporting company,” as defined under the Exchange Act, however, as a result of the Exchange,
the Company has ceased to be a “shell company”.
In
connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i) certain
majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior
to the Exchange; and (iv) certain service providers who will receive shares of Common Stock as payment for services rendered in connection
with the Share Exchange Agreement. These Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise
of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such service providers (the “Covered
Securities”). The Lock-Up Agreements did not require any additional restrictions to be added to the Covered Securities at issuance
but rather were applicable to the holders of the Covered Securities. The Lock-up Agreements provide that the Covered Securities are subject
to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the Company up-listing to a national securities exchange,
and (ii) termination upon certain corporate events and transactions, and also provide for certain limited permitted transfers where the
recipient takes the shares subject to the restrictions in the Lock-Up Agreement. At the end of the lock-up period, the Covered Securities
are subject to a one-year leak-out restriction for public resales of five percent of the trailing ten (10) day average trading volume
of the Common Stock. The Company may waive these restrictions.
In
connection with the transactions contemplated by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts
owed to a third-party service provider to JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt
Assignment and Release Agreement, JHP Holdings, Inc. assumed all the outstanding debts of the Company as of January 23, 2023.
The
CuMo Project, Geology and Mineralization
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.
The
CuMo deposit is situated within the Idaho batholith and is part of a regional scale belt of porphyry and related deposits identified
as the Idaho-Montana Porphyry Belt. Igneous complexes in this belt are interpreted to be related to an Eocene, intra-arc rift, and are
characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest.
The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma
age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith. The CuMo area is underlain by biotite
granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith. All of the felsic intrusive phases contain molybdenite
(MoS2) mineralization.
The
CuMo deposit is located in an historic gold mining camp. Gold was discovered in the Boise Basin in 1862 and lode mining began within
a year. As of 1940, total gold production amounted to 2.8 million ounces of which 74% was from placer operations. More gold has been
produced from the Boise Basin than any other mining locality in Idaho. Although they are primarily gold deposits, considerable silver
and minor copper, lead and zinc were produced as byproducts from the lodes.
The
area features two separate mineralizing events that are referred to as early Tertiary and early Miocene. The first event consists of
gold-quartz veins containing minor sulfide minerals that occur within the Idaho batholith and are associated with weak wall rock alteration.
Associated sulfide minerals include pyrite, arsenopyrite, sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite. The second mineralizing
event occurs within porphyry dikes and stocks as well as in the batholith, and is characterized by relatively abundant sulfide mineralization,
subordinate quartz, and widespread wall rock alteration. Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite,
chalcopyrite, minor quartz, and siderite with local occurrences of pyrrhotite and enargite.
Molybdenum
mineralization was discovered at CuMo in 1963. Mineralization on the property occurs in veins and veinlets developed within various intrusive
bodies. Molybdenite (MoS2) occurs within quartz veins, veinlets, and vein stockworks. Whereas a typical porphyry deposit features disseminated
mineralized areas throughout the orebody. CuMo is a stockwork-type deposit, Individual veinlets vary in size from tiny fractures to veinlets
five centimeters in width, with an overall thickness averaging 0.3- 0.4 cm. Pyrite and/or chalcopyrite are commonly associated with molybdenite
although molybdenite can occur alone without other metallic mineralization.
Due
to their large size, the total contained economic molybdenum in this type of lower grade copper-molybdenum deposit can be equivalent
to or exceed that of high-grade molybdenum deposits.
History
of CuMo Project Exploration
The
Boise Basin was first explored following the discovery of placer gold deposits in 1862. Several lode gold deposits were discovered and
developed immediately following the initial alluvial gold rush, with significant production occurring in the late 1800’s and early
1900’s. No production has occurred on the CuMo Project claim footprint itself.
The
first interest in the CuMo property was shown during aerial reconnaissance by Amax Exploration (“Amax”) in 1963. Follow-up
geochemical rock and soil sampling indicated anomalous molybdenum and copper values. Forty claims were then staked, and three previously
existing claims were optioned. A 2.5 mile (4 km) rough access road was constructed in 1964 to facilitate collection of rock samples and
geological mapping. Amax completed detailed bedrock mapping on the CuMo property between 1964 and 1981.
In
1968, Curwood Mining Company staked 12 claims and undertook detailed mapping and geochemical rock sampling. Several trenches were excavated,
and one line of dipole-dipole array induced polarization (“IP”) geophysical survey was conducted.
In
1969, Midwest Oil Corp. optioned the property and conducted exploration drilling through 1972 (four short rotary holes (less than 100
ft) initially, which were later deepened using diamond drilling, followed by six cored holes). Midwest also performed an IP survey in
1971 and an airborne magnetic survey in 1973.
In
1973, Midwest formed a joint venture with Amax and then subsequently Midwest was merged with Amoco Minerals Company (“AMOCO”)
resulting in an Amax-AMOCO joint venture with AMOCO as operator. During the period 1973 to 1981, the Amax-AMOCO joint venture completed
30,822 ft of drilling, surface geological mapping, re-logging of the core, road construction, an aerial topographic survey, and age dating.
In 1980, Amax Exploration Inc. transferred its interest to Climax Molybdenum Company (“Climax”), also a subsidiary of Amax
Inc. In 1982, Climax collected more than 300 soil geochemical samples from three different grids.
A
total of twenty-three (23) diamond holes and three RC holes were drilled on the property during this timeframe. Most RC holes were pre-collars
to diamond drill holes with only the diamond drill component of the holes being used for resource modelling and sampling. The historic
holes were sampled mostly at a 20ft sample interval. All the sample rejects were delivered directly from Climax’s secure facility
in Colorado and are stored in the project secure warehouse facility for use by the project.
The
drilling efforts from 1969 to 1982 were the only actual drilling done on the property until ICUMO in 2006, who under option from American
CuMo completed one diamond drillhole and partially completed another before relinquishing the project back to American CuMo in late 2006.
Thereafter, American CuMo between 2006 and 2012 drilled a total of 25,486.82m in forty-two (42) holes. Drilling consisted of both HQ
and NQ diameter core with holes being started with HQ diameter and then reducing at a major fault intersection or at 1000ft which ever
was less. Core recoveries were monitored and were excellent (90%+). All holes were surveyed down-the-hole at regular intervals (100 feet)
using a Reflex survey instrument. All core was collected at the drill site by the diamond drillers under supervision of onsite geology
staff and delivered to a secure warehouse facility in Garden Valley where they were logged, analyzed and samples collected. All drill
sites were surveyed using a total field station in order to accurately locate the holes.
The
2006 through 2012 results confirmed the extent and grade of mineralization on the property as indicated by previous drilling and demonstrated
continuity of mineralization between the original wide-spaced holes.
American
CuMo’s work resulted in the interpretation and modelling of three distinct mineralized zones within the deposit. These zones were
previously interpreted by Amax as distinct shells that were produced by separate intrusions. Re-interpretation of down-hole histograms
for copper (Cu), silver (Ag) and molybdenite (MoS2) suggests the mineralized zones are part of a single, large, concentrically zoned
system with an upper copper-silver zone, underlain by a transitional copper-molybdenum zone, in turn underlain by a lower molybdenum-rich
zone. Three-dimensional modeling of the above zonation indicates the current area being drilled is located on the north side of a large
system extending 4.5km (15,000ft) in diameter, of which 1.5km (3,000ft) has been drilled.
Resource
Reports and Preliminary Economic Assessments
In
2008, an initial Resource Estimate compliant with Canadian National Instrument 43-101 was commissioned by American CuMo under its former
name, Mosquito Consolidated Gold Mines Ltd. This estimate was based on information from 31 diamond drillholes completed through 2007.
The deposit was subdivided into three mineral domains based on the drill hole data: a Cu-Ag zone, a Cu-Mo zone, and a Mo zone. Within
each mineral domain 20 ft. composites were formed. Blocks 50 x 50 x 50 ft. were estimated for MoS2, Cu, Ag and W by ordinary kriging.
In
May 2009, the authors of the 2008 report provided an updated Resource Estimate based on a total of 42 diamond drill holes totaling 76,436
ft, including 11 completed during 2008. Using a Recoverable Metal Value (the “RCV”) cutoff at various US dollar values per
ton, and at certain assumed metal recoveries and metal prices, the authors presented tonnages, metal grades, and contained metal for
indicated and inferred resource calculations in all 3 mineralized zones.
In
November 2009, Ausenco Canada Inc. (“Ausenco”), an independent, third-party engineering firm employed by American CuMo, published
a NI 43-101 compliant Preliminary Economic Assessment, throughput Scoping Study Report based on the same 42 diamond drillholes. In a
manner similar to the May 2009 report, Ausenco reported tonnages, metal grades and contained metal for indicated and inferred resource
calculations in all 3 mineralized zones. Ausenco went further and proposed a mining and processing operational design at various mining
rates, from 50,000 to 200,000 tons per day of ore to mill throughput. This firm also included provisions and estimated capital and operating
costs for a conceptual open pit mine, waste dumps, tailings storage facility, plant/concentrator, molybdenum roaster, and ancillary facilities.
Initial capital costs ranged from $1.6 to $3.4 billion (in 2009 dollars). Based on this data, Ausenco was able to perform a Preliminary
Economic Analysis (PEA) of the CuMo project, at various throughput rates, which yielded numeric results for Net Present Value, Internal
Rate of Return, Payback, and cash operating costs per pound of molybdenum equivalent. They concluded that higher throughputs yield a
higher NPV and higher IRR, although at a greater capital cost.
In
2011, a new technical study for a NI 43-101 compliant Resource update was commissioned with Snowden Mining Consultants. The resource
estimate update was based on a total of 54 diamond drillholes totaling 99,404 ft. Of these, 12 diamond drillholes were completed in 2009
and 2010. Again, using assumed metal recoveries and selected RCV cut-off grades, Snowden reported updated global Indicated Resources
of over 2 billion tons, and global Inferred Resources of over 5 billion tons. Snowden adopted most of the other design parameters and
assumptions offered by Ausenco.
In
August 2015, Gary Giroux of Giroux Consultants Ltd. (one of the authors of the 2008 and 2009 Reports) was employed by American CuMo to
publish a NI 43-101 compliant, updated resource estimate. This update was based on a total of 65 diamond drill holes totaling 120,685
feet (36,784.9 meters). Nine (9) of the sixty-five (65) diamond drill holes were completed in 2012 since the previous resource calculation.
Using low, medium, and high metal price assumptions, and different cutoff grades for RCV, Giroux calculated Measured, Indicated, and
Inferred mineral resource numbers for ore contained within a conceptual pit shell. The maximum case reported here was a combined Measured,
Indicated, and Inferred resource of over 6 billion tons.
Finally,
in 2020 SRK authored a NI 43-101 compliant Preliminary Economic Assessment and Technical Report (PEA) for the CuMo project. This document,
relying on the previously published 2015 resource estimate, proposed an open pit mine and concentrator combination at a milling rate
of 150,000 tons per day, and an initial mine life of 30 years. It also incorporated particle-based ore sorting technology to remove 28%
of the mining waste from the ore stream, prior to entering the concentrator. SRK projected that operations would produce (yearly Life
of Mine average) of 43 million pounds of molybdenum, 84 million pounds of copper, and 3.7 million ounces of silver. The capital cost
estimate prepared by SRK was $3.1 billion, with a cash cost per pound of molybdenum (after by-product credits) of $4.67, a post-tax Net
Present Value (at 5% discount) of $1.7 billion, and an Internal Rate of Return of 9%.
The
mineral resource estimates contained in the TRS are based on drilling completed through 2012 on a total of 65 diamond drill holes totaling
36,166 m (118,654 ft). As no additional drilling has been completed since the 2015 resource was estimated, the mineral resource estimates
are considered current and have not been updated since that time.
The
mineral resource estimates contained in the TRS were estimated in conformity with Committee for Mineral Reserves International Reporting
Standards (CRIRSCO) “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral
Resources and Mineral Reserves” as adopted by the International Council on Mining & Metals November 2019. The mineral resources
are reported in in accordance with §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K).
Internal
Controls and Data Verification
Shaun
M. Dykes, a former a director and officer of the Company, (the “Qualified Person”) reviewed the procedures used by
ICUMO and produced a description and an analysis of the results as contained in Section 8 of the TRS. These are standard data verifications
with no limitations.
All
assay results used in the verification process by the Qualified Person were obtained from fully certified analytical laboratories with
signed assay certificates.
The
Qualified Person has reviewed the data collection and verification procedures followed by ICUMO and by third parties on behalf of ICUMO,
and believes these procedures are consistent with industry best practices and acceptable for use in geological and resource modelling.
These
procedures have also been verified by several independent qualified people over the years.
For
more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the TRS.
The
mineral resources estimated may ultimately be affected by a broad range of environmental, permitting, socio-economic (as discussed in
Section 17 of the TRS), legal, title (as discussed in Section 3 of the TRS), marketing and political factors (as discussed in Section
22 of the TRS). At this time the authors are unaware of any of these factors that could materially affect the mineral resource estimate.
Of course, going forward, relevant factors that could influence the resource estimate include changes to the geological, geotechnical
or geometallurgical models, infill drilling to convert mineral resources to a higher classification, drilling to test for extensions
to known resources, collection of additional bulk density data and significant changes to commodity prices. It should be noted that all
these factors pose potential risk and opportunities to the current mineral resource.
Current
Planned Working Programs
Ore
Sorting and Updated Preliminary Economic Assessment
Idaho
Copper presently is investigating the potential to utilize additional ore sorting technologies to optimize the separation of waste from
ore post-mining and increase the head grade of ore being fed to a concentrator. The thin-veined, stockwork nature of the CuMo deposit
lends itself well to ore sorting, , since these darker colored veins largely carry the metals of interest and are much different from
waste in appearance. A visual scanning exercise of all of the core recovered from the drilling activities described herein shows that
up to 84% of the waste mined can be theoretically separated through application of ore sorting, versus the 28% waste removal that SRK
Consulting (Canada) Inc. (“SRK”) conservatively used in its 2020 Preliminary Economic Assessment (“PEA”). There
are over 90 active mines in the world today which utilize some form of ore sorting.
Idaho
Copper has signed an agreement to test CuMo material with MineSense, Technologies Ltd., using their ShovelSense scanning systems, which
employ X-ray fluorescence (the “XRF”) surface scanning technology. These systems are installed directly on shovel buckets
and scan the blasted material as the shovel scoops it up, allowing the mine operator, based on cutoff grades, to differentiate ore from
waste at the mining face. ShovelSense is currently being used successfully by at least three large producing copper open pit mines (Highland
Valley BC, Copper Mountain BC, and Carmen de Andacollo Chile). Contemporaneously with this test work, the Company has executed a contract
with Veracio, Inc. to scan all of the existing drill cores with mobile XRF scanners.
The
final sorting design will likely not only rely on a single sorting pass, but may possibly integrate multiple sorting technologies, such
as combining surface XRF scanning at the face with downstream penetrative prompt gamma neutron activation analysis (PGNAA) or pulsed
fast thermal neutron activation (PFTNA) scanners installed on the material conveyors, and potentially bulk particle XRF scanners to finish.
The potential combination of different ore sorting technologies and equipment could enable the Company to optimize the separation of
ore from waste, substantially increasing the head grade of mill feed, and thereby reducing the size of the concentrator. Consequently,
this will in theory allow the Company to significantly reduce capital and operating costs.
The
Company has contracted with SGS Bateman, Inc., a noted professional mining industry consultant, to undertake metallurgical test work
and act as lead author, to publish an updated PEA, utilizing ore sorting results to revise the technical and economic sections of the
document. The expected budget for all of the work identified above is roughly $1 million.
Additional
Exploration and Metallurgical Studies; Pre-Feasibility Study
Following
completion of the updated PEA, and pending issuance by the USFS of approval of the Company’s Plan of Operations under an Environmental
Assessment expected to be published in April 2024, the Company intends to procced with additional exploration, including infill, expansion,
and geotechnical pit wall drilling. The infill work is intended to enable the Company to reclassify resources currently labeled as Inferred,
to the level of Indicated, or Measured and Indicated. The Company has tentatively budgeted $8 million for this drilling and exploration
work.
The
Company also plans to initiate additional metallurgical studies to (1) determine the optimal concentrator design for both copper-silver,
and molybdenum concentrate circuits, and (2) investigate the potential to recover copper and molybdenum via heap leaching of lower grade
ore that is stockpiled and not immediately processed at the concentrator. The Company has identified a number of outside consultants
that can be engaged for both of these studies. In total, the Company expects that these studies will cost approximately $1,000,000 and
will take on the order of four (4) months to complete.
These
undertakings are part of the Company’s plan to develop an independent, third-party Pre-Feasibility Study (PFS) for the CuMo Project.
In addition to the exploration and metallurgical work, explained above, the PFS will include expenditures for infrastructure and road
improvements, environmental and permitting work, preliminary engineering, community, and public/governmental relations work, and potentially
costs for expansion of the current land position.
Competitive
Position in the Industry
The
mineral exploration, development, and production industry are largely un-integrated. The Company competes with other exploration companies
looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes
with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or
sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production
economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however,
the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum
a terminal market exists for which these commodities can be delivered and sold.
Mining
Property
To
determine material mining operations in accordance with subpart 1300 of Commission 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 prospectus, its sole material mining operation is the CuMo Project. The Company will update
its assessment of individually 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 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 is filed as Exhibit 96.1 to this registration statement and is incorporated herein by reference. A glossary
of terms used herein can be found in the TRS.
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 served as a director of the Company and Vice President, Exploration. Mr. Dykes
met the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. Mr. Dykes
resigned from his position as an officer of the Company and a member of the Board on March 27, 2023.
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.
The names of the unpatented claims, and the place of record of the location notices thereof in the official records of the Boise County
recorder, and the authorized office of the Bureau of Land Management are as follows:
Table
1
The
following table lists the unpatented mining claims currently a part of the CuMo Project:
On
August 24, 2021, ICUMO and Computershare Trust Company of Canada entered into a 7.5% Secured Note Indenture under which the aggregate
principal amount of notes authorized to be issued is $15,000,00, with a maturity date of May 31, 2028. The 7.5% Secured Note Indenture
is secured by all of the mining claims of ICUMO that represent the CuMo Project, other than the patented lode mining claims located in
Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: (i) Blackbird; (ii)
Red Flag; (iii) Enterprise; (iv) Enterprise Fraction; (v) Commonwealth; and (vi) Baby Mine. In connection with this security interest,
ICUMO and Computershare Trust Company of Canada, as Mortgagee, signed a Real Property Mortgage under which the Mortgagee has the right
upon default by the mortgagor to choose to sell the real property constituting the unpatented claims set out above.
Table
2
The
following table lists the patented mining claims currently a part of the CuMo Project:
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/forms-1_003.jpg)
On
October 31, 2014, as subsequently amended March 26, 2015, and January 29, 2016, ICUMO entered into a Loan Agreement with La Familia II,
LLC, evidenced by a secured promissory note, in the amount of $500,000. The promissory note accrues annual interest at 8.5%, has a maturity
date of December 31, 2025, and is secured by a first priority deed of trust over the patented mining claims listed above.
Location,
Access, Climate, Infrastructure and Topography
The
CuMo Project is situated in the mountains of south-central Idaho, in the Boise National Forest, in Boise County, Idaho, approximately
15 miles northeast of the town of Idaho City, near the unincorporated community of Centerville, roughly 37 miles on a straight line,
and 60 miles by road, from the city of Boise. Good all-weather highways, and USFS logging roads provide access to the project from Idaho
City and Centerville. The trip from Boise takes approximately 1.5 hours. Access can be limited during some winter months when significant
snow cover can impede passage via the Forest Service roads.
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The
property is accessed by road from Boise by taking US State Highway 55 northerly for approximately 40 miles (65 km) to the town of Banks,
Idaho, and then east on the Banks Lowman Road towards the town of Garden Valley for approximately 10 miles (16 km). One mile east of
Garden Valley is a secondary road heading south across the Payette River. Following this secondary road, the westernmost edge of the
CuMo claim block is approximately 10 miles (16 km) from Garden Valley. Alternatively, access can be gained by traveling northeast from
Boise along Highway 21 past the towns of Idaho City and Centerville, along Grimes Creek, and then over the Grimes Pass.
The
elevation of the CuMo project ranges between 5,100 feet and 7,200 feet. The project site features a mountain top which contains the bulk
of the mineral deposit, deep ravines adjacent, and is largely forested, except for sections that have been cleared by several fires which
occurred in 2014 and 2016.
The
climate is defined by summer temperatures to a maximum of 100° F (38°C) and cold, windy winters with lows to -10° F (-23°C).
Precipitation is moderately light with an average rainfall of 30 inches (<1 meter) and an average snowfall of approximately 140 inches
(3.6 m). Vegetation in the project area consists of cedar, lodgepole pine, mountain mahogany, and juniper.
The
area is serviced by the Idaho Power Company which supplies electricity to residents of Garden Valley, Lowman and Pioneerville. The nearest
rail line is the Idaho Northern & Pacific line formerly operated by Union Pacific that runs through the town of Banks, approximately
20 road miles (32 km) to the west of the property. Equipment, supplies, and services for exploration and mining development projects
are available at Boise. There is also a trained mining-industrial workforce available in Boise.
Exploration
and mining activities at the property can be conducted year-round, due to the established road system and its proximity to other infrastructure.
The property is large enough to accommodate exploration within the current CuMo deposit property footprint.
Competitive
Position in the Industry
The
mineral exploration, development, and production industry are largely un-integrated. The Company competes with other exploration companies
looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes
with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or
sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production
economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however,
the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum
a terminal market exists for which these commodities can be delivered and sold.
Competition
ICUMO’s
competition includes large, established mining companies with substantial capabilities and more significant financial and technical resources
than it. As a result of this competition, it may have to compete for financing and may need help to acquire the funding on terms it considers
acceptable. ICUMO may also have to compete with other mining companies to recruit and retain qualified managerial and technical employees.
If ICUMO cannot compete successfully for financing or qualified employees, its exploration programs may be slowed down or suspended,
which may cause it to cease operations as a company.
Employees
As
of the date of this prospectus, other than certain executives, ICUMO has no employees. ICUMO does not have or maintain any employee benefit
plans or similar plans under any applicable laws.
Property
Our principal place of business is located
at 800 W. Main Street, Suite 1460, Boise, Idaho 83702. This location is a shared space and consists of approximately 1500
square feet of office and conference room space. Our current lease is month to month and we pay a monthly rent of $85.
We do not anticipate that we will need to expand the office facility for the next 12 months.
Legal
Proceedings
We
are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or
officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.
MANAGEMENT
The
following table sets forth the names, ages, and positions of our current Board and executive officers:
Name |
|
Age |
|
Position |
Steven
Rudofsky |
|
61 |
|
Chief
Executive Officer and President, Director |
Robert
Scannell |
|
65 |
|
Director,
Chief Financial Officer and Treasurer |
Andrew
Brodsky |
|
67 |
|
Director,
Chief Operating Officer and Secretary |
Directors
are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders,
or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until
the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
Steven
Rudofsky
Mr.
Rudofsky has been our Chief Executive Officer since January 2022 and President of the Company since January 2023. Mr. Rudofsky was appointed
as a member of the Board on August 19, 2023. He has been working in upstream and midstream natural resources for over 30 years. After
beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd, Credit Agricole
Investment Bank and Alfa Group of Russia. Since January 2012, Mr. Rudofsky has been a managing principal of Talex Commodities Capital,
Ltd., which works with private equity and debt providers, including family offices, to implement innovative financing for the junior
mining and oil & gas sectors, including streaming, convertible debt, and royalties. He holds a Bachelor of Arts degree from Clark
University and a Juris Doctor degree from Emory University School of Law.
We
believe Mr. Rudofsky’s experience in the natura resources industry and extensive private equity experience qualifies him to serve
on our board of directors.
Robert
Scannell
Mr.
Scannell has been our Chief Financial Officer of the Company since January 2022. Since March 2015 he has been the Managing Partner of
Feehan Partners, LP, a private family office. Previously, from May 1986 to March 1994, he served as a Vice President of Institutional
Fixed-Income Sales at Merrill Lynch & Co. Mr. Scannell founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed
numerous funds investing in emerging markets, natural resources, and distressed assets. Mr. Scannell holds a Bachelor of Arts degree
and Master of Business Administration degree from Penn State University, a Master of Science degree from the University of Washington,
a Juris Doctor degree from Purdue University, and has been a Chartered Financial Analyst since 1993.
We
believe Mr. Scannell’s background in the financial industry qualifies him to serve on our board of directors.
Andrew
Brodkey
Mr.
Brodkey has been our COO since January 2022. Prior to that, from January, 2018 to December, 2021, he was the principal of Brodkey Executive
Management Consulting, which was focused on the mining sector. He has more than 30 years of experience working with public companies
in the mining and metals sector, including roles as VP, General Counsel at Magma Copper; VP of Business Development at BHP Copper; CEO
of Pan American Lithium/First Potash Corp; CEO of Zoro Mining Corp; and CEO of Pacific Copper Corp. He was also the Managing Director
of the International Mining Group at CB Richard Ellis, where he represented a number of major mining companies in the valuation, marketing
and sales of mining projects. He holds a Bachelor of Science degree (with distinction) in Mining Engineering from the University of Arizona,
and a Juris Doctor degree (cum laude) from Creighton University.
We
believe Mr. Brodkey’s experience in the mining industry qualifies him to serve on our board of directors.
Code
of Ethics
On
May 11, 2012, our Board approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our
Chief Financial Officer, Treasurer and Chief Accounting Officer. On January 23, 2023, in connection with the Exchange, the Board adopted
a revised and restated Code of Ethics, applicable to all officers and directors. This Code of Ethics embodies the Company’s commitment
to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.
The
Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes
full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Commission
and other public communications made by the Company. The Code of Ethics addresses the following areas:
| ● | Honest
and Ethical Conduct |
| ● | Conflicts
of Interest |
| ● | Compliance |
| ● | Disclosure |
| ● | Protection
and Proper Use of Company Assets |
| ● | Corporate
Opportunities |
| ● | Confidentiality |
| ● | Fair
Dealing |
This
Code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations.
We will provide any person a copy of our Code of Ethics, without charge, upon written request to the Company’s Secretary. Requests
should be addressed in writing to Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), 800 W. Main St., Ste
1460, Boise, Idaho 83702.
Role
in Risk Oversight
Our
Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board focuses on
the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken
by our company are consistent with the Board’s appetite for risk. While the Board oversees our Company’s risk management,
management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective
approach for addressing the risks facing our company and that our Board leadership structure supports this approach.
Each
executive officer serves at the pleasure of the Board.
Board
Committees
The
Company has no nominating, audit, or compensation committees. The entire Board participates in the nomination and audit oversight processes
and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved
in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority
to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not
aware of any other conflicts of interest with any of our executive officers or directors.
Family
relationships
There
are no family relationships among any of our officers or directors.
Director
Independence
We
do not currently have any independent directors. We are not currently subject to listing requirements of any national securities exchange,
but we have used the definition of “independence” of the Nasdaq Stock Market to make this determination. Nasdaq Listing Rule
5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other
individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.
Involvement
in Certain Legal Proceedings
Our
directors and executive officers have not been involved in any of the following events during the past ten years:
● |
Any
bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; |
● |
Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses); |
● |
Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities, or banking activities or to be associated with any person practicing in banking or securities activities; |
● |
Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
● |
Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
● |
Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member. |
EXECUTIVE
COMPENSATION
The
table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our
other two most highly compensated executive officers whose total compensation exceeded $100,000 for the last two fiscal years ended (each,
a “Named Executive Officer”).
Summary
Executive Compensation Table
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Option Awards ($) | | |
All other compensation ($) | | |
Total | |
Steven Rudofsky, President, | |
2024 | | |
| 250,000 | | |
| - | | |
| - | | |
| - | | |
| 250,000 | |
Chief Executive Officer(1) | |
2023 | | |
| 125,000 | | |
| - | | |
| - | | |
| - | | |
| 125,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert Scannell - Treasurer | |
2024 | | |
| 250,000 | | |
| - | | |
| - | | |
| - | | |
| 250,000 | |
Chief Financial Officer(1) | |
2023 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Andrew Brodkey - Secretary | |
2024 | | |
| 265,000 | | |
| - | | |
| - | | |
| - | | |
| 265,000 | |
Chief Operating Officer(1) | |
2023 | | |
| 92,000 | | |
| - | | |
| - | | |
| - | | |
| 92,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Shaun Dykes - Former | |
2024 | | |
| 41,667 | | |
| - | | |
| - | | |
| - | | |
| 41,667 | |
Vice President(2) | |
2023 | | |
| 150,000 | | |
| - | | |
| - | | |
| - | | |
| 150,000 | |
(1)
Appointed on January 23, 2023.
(2)
Appointed on January 23, 2023, and resigned on March 27, 2023.
Employment
Agreements
None
of our executive officers are party to any employment agreement with us but expects to enter into employment agreements with certain
of them in the future.
Management
Agreements
Steven
Rudofsky
Mr.
Rudofsky and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year
periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated,
with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one
(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’
wages. Mr. Rudofsky’s annual base compensation is $250,000, reviewable at least annually, and he may participate in any Company
economic benefit plans that exist or may be implemented.
Robert
Scannell
Mr.
Scannell and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year
periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated,
with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one
(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’
wages. Mr. Scannell’s annual base compensation is $200,000, reviewable at least annually, and he may participate in any Company
economic benefit plans that exist or may be implemented.
Andrew
Brodkey
Mr.
Brodkey and the Company entered into a Management Agreement on December 15, 2021, for a term of one year with automatic renewals for
one-year periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier
terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Brodkey is entitled to severance
of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two
(2) years’ wages. Mr. Brodkey’s annual base compensation is $250,000, payable in a combination of cash, common stock (valued
at $0.15 per share) and 5-year warrants (exercisable at $0.15 per share), with payments to be made upon the Company’s raising of
certain funding amounts, or “Trigger Amounts,” as stated in Mr. Brodkey’s agreement.
Option
Plan
We
have not adopted a stock plan but may do so in the future.
Director
Compensation
During
the year ended January 31, 2024, no compensation has been paid to our directors in consideration for their services rendered in their
capacities as directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of July 11, 2024, the number of shares of common stock beneficially owned by (i) each person, entity,
or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial
owner of more than 5% of its outstanding shares of Common Stock; (ii) each of the Company’s directors; (iii) each Named Executive
Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership
of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Commission. Under these rules, a person is deemed to be a beneficial owner of a security
if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole
voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Idaho Copper Corporation
800 W. Maine Street, Suite 1460, Boise, ID 83702.
The
percentages below are calculated based on issued and outstanding shares of common stock outstanding as of July 11, 2024.
Name and Address of Beneficial Owner | |
Number of Shares
of Common Stock
Beneficially
Owned(1) | | |
Percentage of
Beneficial
Ownership(2) | |
Steven Rudofsky Chief Executive Officer, President and Director(3) | |
| 29,140,606 | | |
| 8.26 | % |
Robert Scannell Chief Financial Officer, Treasurer and Director(4) | |
| 26,846,876 | | |
| 7.61 | % |
Andrew Brodkey Director, Chief Operating Officer, Secretary and Director(5) | |
| 16,705,646 | | |
| 4.73 | % |
| |
| | | |
| | |
All current directors and executive officers as a group (3
persons) | |
| 72,693,128 | | |
| 20.18 | % |
| |
| | | |
| | |
5% Stockholders | |
| | | |
| | |
Multi-Metal Development Limited(6) | |
| 128,912,400 | | |
| 36.52 | % |
Elatam Family Trust(7) | |
| 35,443,000 | | |
| 10.04 | % |
(1)
The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares
as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right
to acquire within 60 days through the exercise of stock option or other right. The persons named in the table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable
and the information contained in the footnotes to this table.
(2)
SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares
voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership
of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privilege exercisable
within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person.
Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At
the present time, there are no outstanding options or warrants.
(3)
Consists of: (1) 18,813,626 shares of common stock owned by Mr. Rudofsky; (2) 1,675,000 shares of common stock underlying the 2021 warrants
held by Mr. Rudofsky; and (3) 1,666,667 shares of common stock underlying the 2022 warrants held by Mr. Rudofsky.
(4)
Consists of: (1) 8,588,918 shares of common stock owned by Mr. Scannell and 5,073,666 shares of common stock of Feehan Partners LLP (“Feehan”)
that Mr. Scannell, as General Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may
be deemed to be the beneficial owner of these shares; (2) 2,680,000 shares of common stock underlying the 2021 warrants held by Mr. Scannell
and 1,407,000 shares of common stock underlying the 2021 warrants held by Feehan that Mr. Scannell could be deemed to beneficially own;
and (3) 2,666,667 shares of common stock underlying the 2023 replacement warrants held by Mr. Scannell.
(5)
Consists of: (1) 7,457,471 shares of common stock owned by Mr. Brodkey; (2) 1,098,800 shares of common stock underlying the 2021 warrants
held by Mr. Brodkey.
(6)
Consists of: (1) 121,468,700 shares of common stock
owned by Multi-Metal Development Limited (“MMD”); and (2) 7,443,700 shares of common stock underlying the 2021 warrants held
by MMD. MMD is a public company traded on the Toronto Stock Exchange (TSXV: MLY) and the Board of Directors of MMD share voting and dispositive
power over the shares of the Company. The address for MMD is 638 Millbank Road, Vancouver, BC V5Z 4B7 Canada.
(7)
Consists of: (1) 17,721,500 shares of common stock
owned by the Elatam Family Trust (“EFT”); and (2) 17,721,500 shares of common stock underlying the 2021 warrants held by
the EFT. As a director of the EFT, Mr. Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the
beneficial owner of such shares. The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia.
Change-in-Control
Agreements
The
Company does not have any change-in-control agreements with any of its executive officers.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE
The
following is a description of transactions for the last two completed fiscal years to which we have been a party, in which the amount
involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital
stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest:
On
February 3, 2022, upon the consummation of the transactions contemplated by the Purchase Agreement by and among the Company, Crystal
Globe Limited and JHP, JHP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represented 83%
of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000.
In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon
Lata was appointed as the sole officer and director of the Company.
In
connection with the Share Exchange Agreement, prior to the closing, the Company assigned all the amounts owed to a third-party service
provider to JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt Assignment and Release Agreement,
JHP assumed all the outstanding debts of the Company as of January 23, 2023.
On
January 23, 2023, the Company issued convertible notes payable to the following:
| ● | Steven
Rudofsky, Chairman of the Board and our Chief Executive Officer, in the principal amount
of $125,000; |
| ● | Feehan
Partners LP, controlled by Robert Scannell, our Chief Financial Officer and a member of our
Board in the principal amounts of $87,334 and $112,666; |
| ● | Andrew
Brodkey. Chief Operating Officer and a member of the Board in the principal amount of $98,000;
and |
| ● | Shaun
Dykes, Vice President and Director, in the principal amount $150,000 (issued to Dykes and
related parties to Dykes. On March 22, 2023, Dykes resigned as Director). |
On
March 31, 2023, the Company issued 879,628 shares of common stock to the following executive officers:
| ● | Mr.
Brodkey (108,024 shares), in exchange for the conversion of accrued compensation of $18,000, |
| ● | Mr.
Scannell (385,802 shares), in exchange for the conversion of accrued compensation of $62,500 |
| ● | Mr.
Kolodner (192,901 shares), in exchange for the conversion of accrued compensation of $31,250,
and |
| ● | Mr.
Rudoksky (192,901 shares) in exchange for the conversion of accrued compensation of $31,250,
The shares were valued at fair value at $0.162 per share. |
As
of July 31, 2023, the Company has accrued compensation of $315,333 for its officers. The Company compensated its officers $357,000 for
the six months ended July 31, 2023.
During
the fiscal year ended January 31, 2024 and 2023, the Company compensated Shaun Dykes, through his consulting firm, $261,860 and $225,873,
respectively, in consulting fees. Mr. Dykes resigned as an officer and a director of the Company on March 22, 2023.
Other
Related Party Transactions
Except
as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization
with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in
a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time for the last two completed fiscal
years.
Procedures
for Approval of Related Party Transactions
Our
Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then
be reported under applicable Commission rules. We have not adopted other procedures for review, or standards for approval, of such transactions,
but instead review them on a case-by-case basis.
DESCRIPTION
OF SECURITIES
The
following is a summary of some of the terms of our securities based on our Amended and Restated Articles of Incorporation (the “Articles
of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The following summary is not complete and is
subject to, and is qualified in its entirety by reference to, the provisions of our Articles of Incorporation, our Bylaws, which are
filed as exhibits 3.1 and 3.2 hereto as well as the Nevada Revised Statutes (“NRS”) and any other documents referenced in
the summary and from which this summary is derived.
General
The
following description summarizes important terms of our capital stock, the rights of such stock, certain provisions of our Amended and
Restated Articles of Incorporation, our Amended and Restated Bylaws and certain provisions of Revised Nevada Statutes. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our Amended and Restated Certificate of Incorporation,
our Amended and Restated Bylaws, and applicable provisions of the Revised Nevada Statutes.
Common
Stock
We
are authorized to issue up to a total of 500,000,000 shares of Common Stock. Holders of our Common Stock are entitled to one vote for
each share held on all matters submitted to a vote of our stockholders.
As of July 11, 2024, there were 250,282,762
shares of Common Stock outstanding and there were 467 holders of record of our Common Stock.
Voting
Rights
Holders
of Common Stock are entitled to notice of any stockholders’ meeting. All voting rights are vested solely in the Common Stock. Holders
of shares of Common Stock are entitled to vote upon the election of directors and upon any other matter submitted to the stockholders
for a vote. Each share of Common Stock issued and outstanding is entitled to one noncumulative vote. A fraction of a share of Common
Stock shall not be entitled to any voting rights whatsoever.
Liquidation
Rights
Except
as otherwise provided in the Articles of Incorporation and subject to the rights of holders, if any, of preferred stock to receive preferential
liquidation distributions to which they are entitled under the Article Third of the Articles of Incorporation or under the resolution
or resolutions providing for the issue of shares of preferred stock, in the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Company, all assets
of the Company shall be shared pro rata among the holders of the common stock.
Dividends
In
general, the holders of outstanding shares of our Common Stock are entitled to receive dividends out of funds legally available therefor
at such times and in such amounts as our Board may from time to time determine. As a Nevada corporation, we are subject to the limitations
of Nevada law, which allows us to pay dividends unless, after such dividend, we would not be able to pay our debts as they become due
in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amount that would be
needed if we were to be dissolved at the time of the dividend payment to satisfy the preferential rights of stockholders whose preferential
rights are superior to those receiving the dividend.
Preferred
Stock
Our
Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock (200 of which are designated Series A
Convertible Non-Voting Preferred Stock) with designations, rights and preferences as may be determined from time to time by our board
of directors (commonly known as “blank check” preferred stock). The Board may, without stockholder approval, issue preferred
stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common stockholder and may
assist management in impeding an unfriendly takeover or attempted changes in control.
Series
A Convertible Non-Voting Preferred Stock
Dividends
Holders
of the Series A Non-Voting Preferred Stock (Series A Preferred Stock”) shall be entitled to dividends, which shall accrue after
December 31, 2024, provided there has not been an Uplist (as defined in the Certificate of Designation) by such date. Dividends shall
accrue and be paid whether or not such dividends are declared by the Board and are payable on a quarterly basis at the rate of 12% per
annum, based on the Liquidation Value (as defined below) of the shares of Series A Preferred Stock held by the holder. The dividends
shall be paid solely in shares of Common Stock and the holder shall not be entitled to cash or any other property from the Company. All
shares of the Series A Preferred Stock shall rank (i) senior to all of the Company’s Common Stock, and any other class of securities
that is specifically designated junior to the Series A Preferred Stock (“Junior Securities”), and (ii) junior to all class
or series of Preferred Stock or other capital stock of the Company created after the date of the Certificate of Designation (with the
written consent of the holders of a majority of the shares of Series A Preferred Stock, specifically ranking senior to the Series A Preferred
Stock).
Liquidation
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the outstanding Series
A Preferred Stock are entitled, although not required to convert their shares of Series A Preferred Stock into shares of Common Stock,
or convert their shares of Series A Preferred Stock into a promissory note (a “Liquidation Note”). Each share of Series A
Preferred Stock on any given date shall have a value of $12,000 (as adjusted for any stock splits, stock dividends, recapitalizations,
or similar transaction with respect to the Series A Preferred Stock, the “Liquidation Value”). The Liquidation Note shall
be paid out of the assets of the Company available for distribution on parity with the holders of all convertible debt, including the
convertible notes, issued prior to the date on which the Company initially issues such share, and before any payment shall be made to
the holders of Series A Preferred Stock or Junior Securities by reason of such ownership, an amount in cash equal to the aggregate Liquidation
Value of the Liquidation Note. The Series A Preferred Stock shall be paid out of the assets of the Company available for distribution
before any payment shall be made to the holders of Junior Securities.
Conversion
Upon
written election to the Company, holders of Series A Preferred Stock shall have the right to convert each outstanding share (partial
conversions are not permitted) of Series A Preferred Stock into an aggregate number of shares of Common Stock as determined by dividing
(a) the Liquidation Value of the number of shares of Series A Preferred Stock being converted by (b) the Conversion Price in effect immediately
prior to such conversion. The initial conversion price per share of Series A Preferred Stock (the “Conversion Price”) shall
be $0.24 per share, subject to adjustment as applicable. For purposes of illustration only, if the holder has three (3) shares of Series
A Preferred Stock and wants to convert two (2) of said shares, and the Conversion Price is $0.24, the holder shall receive 100,000 shares
of Common Stock.
The
Company shall at all times when any shares of Series A Preferred Stock is outstanding reserve and keep available out of its authorized
but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series A Preferred Stock, such number
of shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock, taking into account any adjustment
to such number of shares so issuable in accordance with the terms of the Certificate of Designation.
Warrants
From
December 2022 to January 2023, ICUMO conducted a private placement offering whereby it issued and sold convertible secured promissory
notes in the total amount of $898,000 with a conversion price of $0.10 (the “2023 Notes”) and 8,980,000 warrants to purchase
ICUMO common stock, with an exercise price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange
Agreement, ICUMO and the Company agreed that the Company would exchange the 2023 Notes and 2023 Warrants for notes and warrants issued
by the Company on substantially comparable terms and conditions. Such replacement notes and warrants were issued by the Company to the
holders of the 2023 Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes and Warrants”). 4,333,333 Warrants
are currently outstanding as of the date of this prospectus.
The
Replacement Notes and Warrants are, respectively, convertible into shares of Common Stock at a conversion price of $0.10 per share and
warrants to purchase an aggregate of 8,980,000 shares of Common Stock at an exercise price of $0.15 per share, which expire five years
from January 9, 2023. The 2023 Warrants and all rights thereunder are transferable in whole or in part.
On
May 3, 2023, the Company issued two (2) convertible promissory notes in the aggregate amount of $201,200 and warrants to purchase an
aggregate of 1,093,470 Shares of Common Stock for three (3) years at an exercise price of $0.23 per share.
In
the 2024 Private Placement Offering, the Company sold an aggregate of 21.66 Units, each Unit consist of one Series A Preferred Stock
and (ii) 62,500 Warrants.
Anti-Takeover
Effects of Nevada Law and Our Articles of Incorporation and Bylaws
General.
Certain provisions of our Articles of Incorporation and our Bylaws, and certain provisions of the NRS could make our acquisition by a
third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized
below, may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets
or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in
its entirety by reference to our Articles of Incorporation and our Bylaws and the applicable provisions of the NRS.
Special
Meetings. Our Bylaws provide that special meetings of stockholders may only be called by the Board or a committee of the Board, which
has been designated by the Board with such power and authorities as provided in a resolution of the Board, or in the Bylaws of the Company,
with the authority to call special meetings. Special Meeting may not be called another person or persons.
Board
Vacancies. Any vacancy on our Board, howsoever resulting, may be filled by a majority vote of the directors then in office even if
less than a quorum is present. Any director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting
of stockholders, at which their successors are elected or appointed and the term of the class to which he or she has been elected expires,
or until his or her earlier resignation or removal.
Removal
of Directors. Our Bylaws provide that any director, or the entire Board, may be removed from office at any time only for cause and
only by the affirmative vote of the holders of at least two-thirds (662/3%) of the outstanding shares of capital stock of the Company
entitled to vote generally in the election of directors.
Nevada’s
“combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types
of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder”
of the corporation are prohibited for two years after such person first becomes an “interested stockholder” unless the corporation’s
board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”)
in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power
not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain
restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any
person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of
the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of
the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested
stockholder”. These laws generally apply to Nevada corporations with 200 or more stockholders of record. Our Articles of Incorporation
include a provision electing that the Company not be governed by these laws.
In
addition, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board
of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration
of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).
Transfer
Agent
The
transfer agent and registrar for our common stock is VStock Transfer, LLC, with an address of 18 Lafayette Place, Woodmere, New York
11598, and its telephone number is (212) 828-8436.
SHARES
ELIGIBLE FOR FUTURE SALE
Market
sales of shares of our Common Stock after this offering and from time to time, and the availability of shares for future sale, may reduce
the market price of our Common Stock. Sales of substantial amounts of our Common Stock, or the perception that these sales could occur,
could adversely affect prevailing market prices for our Common Stock and could impair our future ability to obtain capital, especially
through an offering of equity securities. After the effective date of the registration statement of which this Prospectus is a part,
all of the shares registered in this offering will be freely tradable without restrictions or further registration under the Securities
Act of 1933, unless the shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The balance
of shares which are not being registered will be eligible for sale pursuant to exemptions from registration. However, these shares not
being registered are held by our management and other affiliates who are limited to selling only 1% of our issued and outstanding shares
every 90 days.
Our
Common Stock is considered a “penny stock” and will continue to be considered a penny stock so long as it trades below $5.00
per share and, as such, trading in our Common Stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of
1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited
investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination
for the purchaser and receive the purchaser’s written consent prior to the transaction.
SEC
regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery,
prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition,
broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from
recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect
the market price for our securities. In addition, few broker or dealers are likely to undertake these compliance activities. Other risks
associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.
Rule
144
In
general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell those
securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90
days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the
sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stock for at least
six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional
restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not
exceed 1% of the number of shares of common stock outstanding. Such sales by affiliates must also comply with the manner of sale and
notice provisions of Rule 144 and to the availability of current public information about us. Our Company had been a shell company prior
to January 23, 2023, and we satisfied the requirements of Rule 144(i)(2).
LEGAL
MATTERS
The
validity of the shares offered through this prospectus has been passed on by The Crone Law Group, P.C.
EXPERTS
The
financial statements included in this prospectus and in the registration statement for the quarter ended April 30, 2024 and the fiscal
years ended January 31, 2024 and January 31, 2023, have been reviewed by GreenGrowth CPA’s and audited by Turner,
Stone & Company L.L.P., respectively, each an independent registered public accounting firm and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and accounting. On March 27, 2023, the Board changed the fiscal year
end of the Company from January 31st of each year to January 31st, effective as of January 31, 2023. The Board also changed
its independent registered public accounting firm from HHC to Turner, Stone & Company. On January 25, 2024, the Company engaged GreenGrowth
CPAs, Inc. (the “New Accounting Firm”) as our independent registered public accounting firm for the year ended January 31,
2024. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it, and the Board approved the
same on January 25, 2024.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling
us pursuant to the provisions described in Item 14 of the registration statement of which this prospectus is a part or otherwise, we
have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of
expenses incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding)
is asserted by our directors, officers, or controlling persons in connection with the common stock being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of the issue.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the Commission this registration statement on Form S-1 under the Securities Act with respect to the common stock being
offered by this prospectus. This prospectus, which constitutes a part of this registration statement, does not contain all of the information
in this registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus,
you should refer to this registration statement and the exhibits filed as part of that document. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you
to the copy of the contract or other document filed as an exhibit to this registration statement. Each of these statements is qualified
in all respects by this reference.
Upon
effectiveness of this registration statement, we will become subject to the information and periodic reporting requirements of the Exchange
Act and, in accordance therewith, we will file periodic reports, proxy statements and other information with the SEC. Such periodic reports,
proxy statements, and other information will be available for inspection and copying at the public reference room and website of the
Commission referred to above.
IDAHO
COPPER CORPORATION AND SUBSIDIARIES
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/audit_01.jpg)
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and
Stockholders of Idaho Copper Corporation
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the Company) as of January 31, 2024 and the related
consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and consolidated statements
of cash flows for the period ended January 31, 2024, and the related notes (collectively referred to as the financial statements).
In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31,
2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has not yet generated any revenues. This
raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Stock
Based Compensation
Stock-based
compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market
value of the award is measured at the grant date. Corresponding expenses for employee and non-employee services are recognized over the
requisite service period, which is typically the vesting period.
We
identified management’s assumptions used in the Black Scholes Model as a critical audit matter. Management made judgments to determine
the inputs used in the model. Specifically, the inputs include Stock Price, Exercise Price, Estimated Term, Volatility, Annual Rate of
Quarterly Dividend and Risk-Free Rate. Auditing the judgments made by management required a high degree of auditor judgment and an increased
extent of audit effort.
Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
statements. These procedures comprised of evaluating the Company’s assumptions used in the Black Scholes Model and reviewing the
calculations.
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/audit_002.jpg)
May
15, 2024
GreenGrowth CPAs
We
have served as the Company’s auditor since 2024.
Los
Angeles, California
PCAOB
ID Number 6580
Your
Vision Our Focus
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/audit_001.jpg)
Report of Independent Registered Public Accounting
Firm
Board of Directors and Shareholders
Idaho Copper Corporation
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheet of Idaho Copper Corporation as of January 31, 2023, and the related consolidated
statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2023, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of Idaho Copper Corporation as of January 31, 2023, and the results of its operations
and its cash flows for the year ended January 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note
2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to Idaho Copper Corporation in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Idaho Copper
Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide
a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
Turner, Stone & Company, L.L.P.
We
have served as Idaho Copper Corporation’s auditor since 2023.
Dallas,
Texas
June
14, 2023
![A white background with black and white clouds
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/aud_001.jpg)
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Balance Sheet
January
31,
| |
2024 | | |
2023 | |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 30,146 | | |
$ | 431,374 | |
Prepaid expenses | |
| 21,624 | | |
| - | |
Total current assets | |
| 51,770 | | |
| 431,374 | |
| |
| | | |
| | |
Right of use asset | |
| | | |
| | |
Deposit | |
| 100,000 | | |
| 100,000 | |
| |
| | | |
| | |
Total assets | |
$ | 151,770 | | |
$ | 531,374 | |
| |
| | | |
| | |
CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 434,519 | | |
$ | 354,763 | |
Accrued expenses to related parties | |
| 370,135 | | |
| 83,333 | |
Accrued interest, current portion | |
| 1,115,723 | | |
| 8,817 | |
Lease liability | |
| | | |
| | |
Bond liabilities | |
| | | |
| | |
Total current liabilities | |
| 1,920,377 | | |
| 446,913 | |
Non-current liabilities | |
| | | |
| | |
Bond liabilities | |
| 3,135,000 | | |
| 3,135,000 | |
Convertible notes payable, net of discounts | |
| 623,999 | | |
| 218,429 | |
Accrued interest, non-current portion | |
| 533,003 | | |
| 1,351,609 | |
Total non-current liabilities | |
| 4,292,002 | | |
| 4,705,038 | |
Total liabilities | |
| 6,212,379 | | |
| 5,151,951 | |
| |
| | | |
| | |
Commitments and contingencies (Note 7) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 23 and 0 shares issued and outstanding at January 31, 2024 and 2023, respectively | |
| - | | |
| - | |
Common stock, $0.001 par value, 500,000,000 shares authorized, 214,647,732 and 208,457,823 shares issued and outstanding at January 31, 2024 and 2023, respectively | |
| 214,648 | | |
| 208,458 | |
Additional paid-in capital | |
| 25,336,048 | | |
| 23,059,223 | |
Subscription receivable | |
| (11,000 | ) | |
| - | |
Accumulated deficit | |
| (31,600,305 | ) | |
| (27,888,258 | ) |
Total stockholders’ deficit | |
| (6,060,609 | ) | |
| (4,620,577 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ deficit | |
$ | 151,770 | | |
$ | 531,374 | |
The
accompanying notes are an integral part of the consolidated financial statements.
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statement of Operations
For
the Years Ended January 31,
| |
2024 | | |
2023 | |
Revenue | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
Professional fees | |
| 524,931 | | |
| 240,324 | |
Payroll and related expenses | |
| 318,561 | | |
| 963,055 | |
Rent expense | |
| 42,000 | | |
| 42,000 | |
Stock-based stock compensation | |
| 2,043,909 | | |
| 2,769,292 | |
Other general and administrative expenses | |
| 75,283 | | |
| 138,214 | |
Total operating expenses | |
| 3,004,684 | | |
| 4,152,885 | |
| |
| | | |
| | |
| |
| | | |
| | |
Other income (expense) | |
| | | |
| | |
Amortization of beneficial conversion feature | |
| (261,062 | ) | |
| (6,095 | ) |
Amortization of debt discount | |
| (45,266 | ) | |
| - | |
Gain on disposal of asset | |
| - | | |
| 200,458 | |
Interest expense | |
| (401,035 | ) | |
| (340,948 | ) |
Total other income (expense) | |
| (707,363 | ) | |
| (146,585 | ) |
| |
| | | |
| | |
Net loss | |
$ | (3,712,047 | ) | |
$ | (4,299,470 | ) |
| |
| | | |
| | |
Basic and diluted net loss per common share | |
$ | (0.02 | ) | |
$ | (0.18 | ) |
Basic and diluted weighted average common shares outstanding | |
| 211,294,527 | | |
| 24,183,399 | |
The
accompanying notes are an integral part of the consolidated financial statements.
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statements of Changes in Stockholders’ Deficit
For
the Years Ended January 31, 2024 and 2023
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| | |
Additional | | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
Paid-in | | |
Subscription | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Receivable | | |
Deficit | | |
Total | |
Balance, January 31, 2022 | |
| - | | |
$ | - | | |
| 20,054,000 | | |
$ | 20,054 | | |
$ | 232,861 | | |
$ | - | | |
$ | (8,547,688 | ) | |
$ | (8,294,773 | ) |
Common stock issued for ICUMO | |
| - | | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
Recapitalization | |
| - | | |
| - | | |
| 182,240,000 | | |
| 182,240 | | |
| 19,378,067 | | |
| - | | |
| (15,041,100 | ) | |
| 4,519,207 | |
Common stock options issued for services | |
| - | | |
| - | | |
| 6,163,823 | | |
| 6,164 | | |
| 967,129 | | |
| - | | |
| | | |
| 973,293 | |
Issuance of warrants for common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,796,000 | | |
| - | | |
| - | | |
| 1,796,000 | |
Beneficial conversion feature on convertible notes payable | |
| - | | |
| - | | |
| - | | |
| - | | |
| 685,166 | | |
| - | | |
| - | | |
| 685,166 | |
Net loss for the period ended January 31, 2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,299,470 | ) | |
| (4,299,470 | ) |
Balance, January 31, 2023 | |
| - | | |
$ | - | | |
| 208,457,823 | | |
$ | 208,458 | | |
$ | 23,059,223 | | |
$ | - | | |
$ | (27,888,258 | ) | |
$ | (4,620,577 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2023 | |
| - | | |
$ | - | | |
| 208,457,823 | | |
$ | 208,458 | | |
$ | 23,059,223 | | |
$ | - | | |
$ | (27,888,258 | ) | |
$ | (4,620,577 | ) |
Balance | |
| - | | |
$ | - | | |
| 208,457,823 | | |
$ | 208,458 | | |
$ | 23,059,223 | | |
$ | - | | |
$ | (27,888,258 | ) | |
$ | (4,620,577 | ) |
Common stock issued for services | |
| - | | |
| - | | |
| 2,345,836 | | |
| 2,345 | | |
| 307,008 | | |
| - | | |
| - | | |
| 309,353 | |
stock-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,324,731 | | |
| | | |
| - | | |
| 1,324,731 | |
Warrants issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| 103,846 | | |
| - | | |
| - | | |
| 103,846 | |
Conversion of liabilities to common stock | |
| - | | |
| - | | |
| 3,844,073 | | |
| 3,845 | | |
| 265,240 | | |
| - | | |
| - | | |
| 269,085 | |
Issuance of preferred stock and warrants for common stock | |
| 23 | | |
| - | | |
| - | | |
| - | | |
| 276,000 | | |
| (11,000 | ) | |
| - | | |
| 265,000 | |
Net loss for the period ended January 31, 2024 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,712,047 | ) | |
| (3,712,047 | ) |
Balance, January 31, 2024 | |
| 23 | | |
$ | - | | |
| 214,647,732 | | |
$ | 214,648 | | |
$ | 25,336,048 | | |
$ | (11,000 | ) | |
$ | (31,600,305 | ) | |
$ | (6,060,609 | ) |
Balance | |
| 23 | | |
$ | - | | |
| 214,647,732 | | |
$ | 214,648 | | |
$ | 25,336,048 | | |
$ | (11,000 | ) | |
$ | (31,600,305 | ) | |
$ | (6,060,609 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statements of Cash Flows
For
the Years Ended January 31,
| |
2024 | | |
2023 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (3,712,047 | ) | |
$ | (4,299,470 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock-based compensation | |
| 2,043,909 | | |
| 2,769,292 | |
Amortization of beneficial conversion feature | |
| 261,062 | | |
| 6,095 | |
Amortization of debt discount | |
| 45,266 | | |
| - | |
Convertible notes payable issued for expenses | |
| - | | |
| 360,666 | |
Expenses paid by parent company | |
| - | | |
| 395,735 | |
Change in assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (21,624 | ) | |
| 5,000 | |
Accounts payable and accrued expenses | |
| 78,757 | | |
| 281,639 | |
Accrued expenses - related party | |
| 288,689 | | |
| 83,333 | |
Accrued interest | |
| 147,560 | | |
| 250,136 | |
Net cash used in operating activities | |
| (868,428 | ) | |
| (147,574 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from convertible notes payable | |
| 202,200 | | |
| - | |
Proceeds from sale of preferred stock | |
| 265,000 | | |
| - | |
Proceeds from notes payable | |
| - | | |
| 361,000 | |
Net cash provided by financing activities | |
| 467,200 | | |
| 361,000 | |
| |
| | | |
| | |
Net increase in cash | |
| (401,228 | ) | |
| 213,426 | |
| |
| | | |
| | |
Cash at beginning of period | |
| 431,374 | | |
| 217,948 | |
| |
| | | |
| | |
Cash at end of period | |
$ | 30,146 | | |
$ | 431,374 | |
| |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | 90,813 | |
Cash paid for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Conversion of liabilities into common stock | |
$ | 269,085 | | |
$ | - | |
Beneficial conversion feature on convertible debt | |
$ | - | | |
$ | 685,166 | |
The
accompanying notes are an integral part of these consolidated financial statements.
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Notes
to the Consolidated Financial Statements
January
31, 2024
NOTE
1 – NATURE OF OPERATIONS
The
accompanying consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known as Joway
Health Industries Group Inc.) (referred to herein as “Idaho Copper”). Idaho Copper is hereinafter referred to as the “Company,”
“we” and “us.”
On
February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022
(the “Purchase Agreement”), by and among the Company, Crystal Globe Limited, a company incorporated under the laws of British
Virgin Islands (the “Seller”), and JHP Holdings, Inc., a Nevada corporation (the “Buyer”), pursuant to which
the Buyer purchased 16,644,820 shares of common stock of the Company from the Seller.
On
January 23, 2023, the Company entered into and consummated the transactions contemplated by a share exchange agreement (the “Share
Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”),
and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange
Agreement (the “RTO”), the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO
to the Company in exchange for 182,240,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this
share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company. See Note 7. For financial reporting
purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse merger”
and ICUMO is deemed to be the accounting acquirer in the transaction. ICUMO is the acquirer for financial reporting purposes, and the
Company is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial
statements prior to the acquisition are those of ICUMO.
The
Company continues to be a “smaller reporting company,” as defined under the Exchange Act of 1934, as amended (the “Exchange
Act”) following the Exchange, however, as a result of the Exchange, the Company has ceased to be a “shell company”
(as such term is defined in Rule 12b-2 under the Exchange Act).
ICUMO
Background
ICUMO
is an exploration and development company with mineral right interests in the United States of America. ICUMO was originally incorporated
under the laws of Nevada in 2005, as Mosquito Mining Corp. In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo
Mining Corporation. In early February 2023 the name was changed to Idaho Copper Corporation.
Nature
of Operations
The
Company is in the process of exploring its mineral rights interests in the United States and at the date of these consolidated
financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.
Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily
reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves
and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental,
regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral
rights interests. The ability of the Company to realize its investment in resource properties is contingent upon the resolution of the
uncertainties and confirmation of the Company’s title to the mineral properties.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances
and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented
in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations
of the SEC.
Liquidity
and Going Concern
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based
compensation, professional fees and our corporate general and administrative expenses. On January 31, 2024, we had $30,146
in cash. Our net loss incurred for the year ended January 31, 2024 was $3,712,047
and the working capital deficit was $1,868,607
on January 31, 2024. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we
are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce
or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on
our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional
funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such
financing and capital might be available. The accompanying consolidated financial statements have been prepared assuming that the
Company will continue as a going concern.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Cash
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000.
From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes
large banking institutions which it believes mitigates these risks.
Stock-Based
Compensation
The
Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,
and Certain Redeemable Financial Instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options
and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is
recognized as an expense over the requisite service periods using the straight-line attribution method.
Fair
Value of Financial Instruments
The
book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
The
hierarchy consists of three levels
|
● |
Level
one — Quoted market prices in active markets for identical assets or liabilities; |
|
● |
Level
two — Inputs other than level one inputs that are either directly or indirectly observable; and |
|
● |
Level
three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect
those assumptions that a market participant would use. |
Determining
which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures
each quarter.
Net
Loss Per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by
dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of January 31, 2024. Interest and penalties,
if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest
or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.
Recently
Issued and Adopted Accounting Pronouncements
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in
an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of
liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and
the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will
require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is
effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company is still considering the
effect of this.
Convertible
Debentures
The
Company presents convertible debentures separately in its debt and equity components within the balance sheet. The fair value
of a compound instrument at issuance is assigned to its respective debt and equity components. The fair value of the debt component is
established first with the equity component being determined by the residual amount.
The
Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the
date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate
valuation model, which is dependent on the terms and conditions of the grant.
The
fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model,
which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants,
and future dividends. Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model
and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation
expense recorded in future periods.
Unproven
Mineral Right Interests
The
Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral
right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized
over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired
or abandoned.
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 $1,100,200 in convertible secured notes payable at January 31, 2024 as follows:
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE
| |
| | |
| |
Issue | | |
Maturity | | |
Conversion | | |
Conversion | | |
Warrants | | |
Exercise | | |
Warrant | |
| |
Balance | | |
Collateral | |
Date | | |
Date | | |
Price | | |
Shares | | |
Shares | | |
Price | | |
Expiration | |
Steven Rudofsky | |
$ | 125,000 | | |
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 | | |
| | | |
| | |
There
are debt discounts and beneficial conversion features on the above notes payable of $475,201.
The Company amortizes the beneficial conversion feature over the life of the note payable using the straight-line method which it believes
approximates the effective interest method.
As
part of the issuance of replacement notes and warrants for the issued and outstanding convertible notes and warrants of ICUMO, the Company
recognized a loss on extinguishment of liabilities of approximately $1,774,000
during the year ended January 31, 2023. This
amount is included within ‘stock-based compensation’ on the accompanying statement of operations.
The following are the inputs to the Black-Scholes
option pricing model used to estimate the value of the above warrants at issuance:
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS
| |
2024 | | |
2023 | |
Stock price | |
$ | 0.22 | | |
$ | 0.22 | |
Exercise price | |
$ | 0.23 | | |
| $0.15 – 0.23 | |
Expected volatility(a) | |
| 1,608 | % | |
| 168 - 359 | % |
Expected term (years) | |
| 3 | | |
| 3 – 5 | |
Risk free rate | |
| 4.84 | % | |
| 2.97 – 3.23 | % |
Dividends | |
| 0 | % | |
| 0 | % |
NOTE
5 – BOND LIABILITIES
The
Company has bond liabilities as of January 31, 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 | | |
12/31/2017 | |
12/31/2025 |
Don H. Adair or Joanne Adair | |
$ | 125,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Joseph Swinford or Danielle Swinford | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Brandon Swain or Sierra Swain | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Scott Collins or Kendra Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Carl Collins or Ellen Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Jim Hammerel | |
$ | 5,000 | | |
9/21/2017 | |
9/21/2024 |
Bret Renaud | |
$ | 5,000 | | |
10/14/2017 | |
10/14/2024 |
Elatam Group Ltd | |
$ | 67,000 | | |
8/24/2021 | |
5/31/2028 |
James Hardy | |
$ | 7,000 | | |
8/24/2021 | |
5/31/2028 |
Acepac Holdings | |
$ | 1,000,000 | | |
8/24/2021 | |
5/31/2028 |
Rick Ward | |
$ | 15,000 | | |
8/24/2021 | |
5/31/2028 |
Robert & Joan Sweetman | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Michael Swenson | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Connie Sun | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Elizabeth Enoch | |
$ | 10,000 | | |
8/1/2018 | |
7/1/2025 |
William C. Stanton and Carol Stanton | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Total | |
$ | 3,135,000 | | |
| |
|
The
maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES
| |
| | |
2025 | |
$ | - | |
2026 | |
| 1,546,000 | |
2027 | |
| 500,000 | |
2028 | |
| - | |
2029 | |
| 1,089,000 | |
Thereafter | |
| - | |
Total | |
$ | 3,135,000 | |
NOTE
6 – RELATED PARTY TRANSACTIONS
On
March 31, 2023, the Company issued 879,628 shares of common stock to Brodkey (108,024 shares), Scannell (385,802 shares), Kolodner (192,901
shares), and Rudofsky (192,901 shares) in exchange for the conversion of accrued compensation of $18,000, $62,500, $31,250, and $31,250,
respectively. The shares were valued at fair value at $0.162 per share. See Note 7.
As
of January 31, 2024, the Company has accrued compensation of $370,135 for its officers as recorded in accrued expenses to related parties.
The Company compensated its officers $806,667 for the year ended January 31, 2024.
On
January 23, 2023, the Company issued convertible notes payable to the following: Steven Rudofsky (“Rudofsky”), Chairman and
CEO, for $125,000; Feehan Partners LP (“Feehan”), controlled by Robert Scannell, CFO and Director, for $87,334 and $112,666;
Andrew Brodkey (“Brodkey”). COO and Director, for $98,000; and Shaun Dykes (“Dykes”), former Vice President and
former Director, for $150,000 (issued to Dykes and related parties to Dykes).
On
March 22, 2023, Shaun Dykes resigned as Vice President and Director.
As
of January 31, 2024, the Company has payables of $54,611 to Brodkey.
NOTE
7 – STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $0.001.
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.
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS
Stock price | |
$ | 0.07
– 0.20 | |
Exercise price | |
$ | 0.24 | |
Expected volatility | |
| 521 -1,042 | % |
Expected term (years) | |
| 3 | |
Risk free rate | |
| 4.05 – 4.45 | % |
Dividends | |
| 0 | % |
As
of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding.
Common
Stock
The
Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $0.001.
On
January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1).
On
January 23, 2023, the Company issued 5,467,200 shares of common stock to Newbridge Securities and affiliates for investment banking services
related to the Company’s transaction with ICUMO. The shares were valued at $0.15 per share or $820,080.
On
January 23, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services. The shares were valued
at $0.15 per share or $66,993.
On
January 23, 2023, the Company issued 250,000 shares of common stock to David Lubin for consulting services. The shares were valued at $0.15
per share or $37,500.
On
March 31, 2023, the Company issued 879,628
shares of common stock to Brodkey (108,024
shares), Scannell (385,802
shares), Kolodner (192,901
shares), and Rudofsky (192,901
shares) in exchange for the conversion of accrued compensation of $18,000,
$62,500,
$31,250,
and $31,250,
respectively. The shares were valued at $0.162
per share or $142,500. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the
shares equaled the value of the liabilities extinguished.
On
August 19, 2023, the Company issued 3,844,073
shares of common stock to Brodkey (326,190
shares), Scannell (1,190,471
shares), Kolodner (595,236
shares), Rudofsky (595,236
shares), employees and consultants (1,136,940
shares) in exchange for the conversion of accrued compensation of $22,833,
$83,333,
$41,667,
$41,667,
and $79,585,
respectively. The shares were valued at $0.07
per share or $269,085
based on the closing price of the Company’s stock on the grant date. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the shares equaled the value of
the liabilities extinguished.
On November 2, 2023, the Company
issued 1,466,208
shares of common stock for services and recognized stock-based compensation expense. The shares were valued at $0.21
per share or $309,353
based on the closing price of the Company’s common stock on the grant date.
As
of January 31, 2024, the Company had 214,647,732 shares issued and outstanding.
Options
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the
Company, as consented by the parties. The Company has 56,615,000
options issued to various officers, directors and employees, based on milestones. As of January 31, 2024 and 2023, 22,646,000
and 11,323,000
options have vested, respectively. The exercise price for the options is $0.125
and they expire on December
31, 2027. The Company recognized $1,324,731
and $0
during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these
options. The remaining additional compensation to be recognized as these options vest is approximately $757
thousand based on the current estimated probability of reaching the vesting milestones as of January 31, 2024. The Company estimated the value of the
options using a Black-Scholes option pricing model with the following inputs:
SUMMARY
OF ESTIMATED VALUE OF OPTIONS
Stock price | |
$ | 0.22 | |
Exercise price | |
$ | 0.13 | |
Expected volatility(a) | |
| 111.10% - 265.18 | % |
Expected term (years) | |
| 2 - 3 | |
Risk free rate | |
| 3.88 | % |
Dividends | |
| 0 | % |
The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s
common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest
an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management
reviews the estimate of meeting each probability as well as the related timing at each reporting period.
Warrants
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company,
as consented by the parties. These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022. As of
January 31, 2024 and 2023, 41,540,000 warrants are outstanding. The exercise price for the warrants are $0.15 and they expire on May
11, 2027.
On
May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 warrants with an exercise price of $0.23. The
warrants expire on May 8, 2026.
On August 14, 2023, November 13,
2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $216,000, the Company
issued a combined 1,125,000
warrants with an exercise price of $0.24.
The warrants expire three
years after issuance. The Black-Scholes value for the warrants was $112,867.
On November 17, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on November
17, 2026. The Black-Scholes value for the warrants was $12,537.
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $12,537.
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $12,000, the Company issued 62,500
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $6,268.
As
of January 31, 2024, the Company had 8,980,000 warrants
outstanding with an exercise price of $0.15,
which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants
outstanding with an exercise price of $0.23 (see
Note 4), which relate to the convertible notes
dated May 8, 2023, 41,540,000 warrants with an exercise price of $0.15, which related to the RTO transaction (Note 1), and 1,125,000
warrants issued in connection with the sale of the Company’s Series A Convertible Non-Voting Preferred Stock (see above). The total
outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479, respectively.
NOTE
8 – COMMITMENTS AND CONTINGENCIES
The
Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse
outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash
flows.
Certain
conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If
the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
Prior to the RTO, the Company was subject to a lease agreement for a warehouse
which the Company may have defaulted on prior to the RTO. The lessor was seeking past due rent and default interest associated with the
lease . During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse
space. from the lessor. The lessor and the Company are currently negotiating a potential amendment to the previous lease agreement which
would remedy any potential defaults under that agreement. The revised lease agreement includes an additional amount of $158,943 to cure
the alleged default. The scheduled payments of this amount is $100,000 having been paid during March 2024 and the remaining balance to
be paid monthly at $6,000 beginning May 1, 2024 and ending on February 1, 2025.
NOTE
9 – INCOME TAXES
As
of January 31, 2024 and 2023, the Company has net operating loss carry forwards of $751,916 and $397,846, respectively, which may be
available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject
to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section
382 of the Internal Revenue Code.
The
Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying
the United States Federal tax rate of 21% and state rate of 5% to loss before taxes for fiscal years 2024 and 2023), as follows:
SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME
TAX PURPOSES
| |
January 31, 2024 | | |
January 31, 2023 | |
Tax expense (benefit) at the statutory rate | |
$ | (285,980 | ) | |
$ | (321,337 | ) |
State income taxes, net of federal income tax benefit | |
| (68,090 | ) | |
| (76,509 | ) |
Change in valuation allowance | |
| 354,070 | | |
| 397,846 | |
Total | |
$ | - | | |
$ | - | |
The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities.
The
tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates.
The
tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
January 31, 2024 | | |
January 31, 2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforward | |
$ | 751,916 | | |
$ | 397,846 | |
Timing differences | |
| - | | |
| - | |
Total gross deferred tax assets | |
| 751,916 | | |
| 397,846 | |
Less: Deferred tax asset valuation allowance | |
| (751,916 | ) | |
| (397,846 | ) |
Total net deferred taxes | |
$ | - | | |
$ | - | |
In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because
of the historical earnings history of the Company, the net deferred tax assets for 2024 and 2023 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $751,916 and $397,846 as of January 31, 2024 and 2023,
respectively.
NOTE
10 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the consolidated balance sheet through the date of this filing and determined there
were no events to disclose or that require recognition in the accompanying consolidated financial statements than as stated below.
Between February and April 2024, we entered into
subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a
“Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the
Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the
“Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $1,952,000.
Each Unit consists of one (1) share of the Company’s Series A Convertible
Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock
purchase warrants (the “Warrants”). Each share of Preferred Stock converts into
50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles the
holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.
In April 2024, holders of $1,099,200 par value of
Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common equity. The conversion
price of the notes was $0.075, resulting in the issuance of 12,848,116 common shares.
In April 2024, the officers of the company, Steven
Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price
of $0.125 and an expiration date of September 30, 2027. All options were exercised on a cashless basis, resulting in the issuance of 3,385,000
shares per officer, or a total of 11,055,000 common shares.
Shaun Dykes, a geological consultant to the company,
also elected to exercise 5,360,000 vested stock options with a strike price of $0.125 and an expiration date of September 30, 2027. The
options were exercised on a cashless basis, resulting in the issuance of 3,685,000 shares.
During April 2024, various warrant holders, including the Company’s
management, elected to exercise a total of 7,640,001 warrants with a strike price of $0.15 and expiration dates between December 10, 2027
and January 10, 2028. The warrants were issued on a cashless basis, resulting in the issuance of 4,781,253 common shares.
Additionally, the Company issued 1,195,427 shares of common stock to various
individuals, including members of management, for services and the conversion of accrued payroll subsequent to January 31, 2024.
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 | | |
| | |
| | |
| |
| |
Preferred Stock | | |
Common Stock | | |
Paid-in | | |
Subscription | | |
Accumulated | | |
| |
| |
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:
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 | | |
| | | |
|
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.
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 | % |
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:
SCHEDULE
OF RIGHT OF USE ASSET AND LIABILITY
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:
SCHEDULE
OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS
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:
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 | |
$ | - | | |
$ | - | |
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:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
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.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth all costs and expenses paid or payable by the Company in connection with the sale of the shares of Common
Stock being registered hereby. All amounts shown are estimates except for the Commission registration fees
| |
| Amount | |
SEC registration fee | |
$ | 3,334.10 | |
Accounting fees and expenses | |
$ | 9,200 | |
Legal fees and expenses | |
$ | 35,000 | |
Miscellaneous fees and expenses | |
| | |
| |
$ | 47,534.10 | |
Total | |
| | |
*
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.
Item
14. Indemnification of Directors and Officers.
Nevada
law and certain provisions of our bylaws under certain circumstances provide for indemnification of our officers, directors and controlling
persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.
In
general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our
best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of our Board, by legal counsel, or by a vote of the stockholders, that the applicable
standard of conduct was met by the person to be indemnified.
The
circumstances under which indemnification is granted in connection with an action brought on our behalf are generally the same as those
set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in
connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith
and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification
may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders
or directors. The statutory provision cited above also grants the power to us to purchase and maintain insurance which protects our officers
and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained
by us.
A
stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors
and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any
of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that
may result in claims for indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item
15. Recent Sales of Unregistered Securities.
In
the three years preceding the filing of this registration statement, we have issued the following securities that were not registered
under the Securities Act. No underwriters were involved in the sales and the certificates representing the securities sold and issued
contain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption from
registration.
Item
16. Exhibits
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) |
4.1 |
|
Description of Capital Stock (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). |
4.2 |
|
Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
4.3 |
|
Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023).
|
4.4 |
|
Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
4.5 |
|
Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
4.6 |
|
7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
5.1* |
|
Opinion
of The Crone Law Group, P.C. as to the legality of securities being registered |
10.1 |
|
Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
10.2 |
|
Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020) |
10.3 |
|
Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022) |
10.4 |
|
Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
10.5 |
|
Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
|
10.6 |
|
Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
10.7 |
|
Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
10.8 |
|
Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
|
10.9 |
|
MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).
|
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 Annual Report on Form 10-K filed with the SEC on May 15, 2024). |
10.11 |
|
Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022 (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). |
10.12 |
|
Management Agreement between International Cumo Mining Corporation and Andrew A. Brodkey dated December 15, 2021 (Incorporated by reference to the exhibits to our Annual Report on 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 Annual Report on Form 10-K filed with the SEC on May 15, 2024). |
10.14 |
|
Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024.
|
10.15 |
|
SGS Bateman Proposal, dated November 13, 2023
|
10.16 |
|
Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024
|
21.1 |
|
List of Subsidiaries |
23.1 |
|
Consent of GreenGrowth CPAs, Inc. independent Public Account Firm
|
23.2 |
|
Consent of Turner, Stone & Company L.L.P., independent
Public Account Firm |
23.3* |
|
Consent
of Crone Law Group, PC (included as part of Exhibit 5.1)
|
24.1 |
|
Power of Attorney (Included on the signature page)
|
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).
|
96.2 |
|
2020 Preliminary Economic Assessment Report |
107 |
|
Filing Fee Table |
*
To be filed by amendment
Item
17. Undertakings
|
(a) |
The
undersigned registrant hereby undertakes:
|
|
|
|
|
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
|
|
|
|
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
|
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the “Calculation
of Filing Fee” table in the effective registration statement.
|
|
|
|
|
|
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement; provided, however, that subparagraphs (i), (ii) and (iii) above do
not apply if the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
|
|
|
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post- effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
|
|
|
|
|
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
|
|
|
|
|
|
|
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
|
|
|
|
|
|
(i) |
each
prospectus filed by the registrant pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness; provided,
however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such
date of first use.
|
|
|
|
|
|
|
|
(5) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities, the undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
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(i) |
any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
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(ii) |
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii) |
the
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
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(iv) |
any
other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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(b) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. (2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(d) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers, and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on July 11, 2024.
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IDAHO
COPPER CORPORATION
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Date:
July 11, 2024 |
By: |
/s/
Steven Rudofsky |
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Name: |
Steven
Rudofsky |
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Title: |
Chief
Executive Officer and President
(Principal Executive Officer) |
Date:
July 11, 2024 |
By: |
/s
Robert Scannell |
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Name: |
Robert
Scannell |
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Title: |
Chief
Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/
Steven Rudofsky |
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Director |
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July
11, 2024 |
Steven
Rudofsky |
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/s/
Robert Scannell |
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Director |
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July
11, 2024 |
Robert
Scannell |
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/s/
Andrew Brodsky |
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Director |
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July
11, 2024 |
Andrew
Brodsky |
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Exhibit
10.15
Exhibit
10.16
EXHIBIT
21.1
LIST
OF SUBSIDIARIES
International
CuMo Mining Corporation, an Idaho corporation
Exhibit 23.1
Exhibit 23.2
Exhibit 96.2
![](https://www.sec.gov/Archives/edgar/data/1263364/000149315224027022/ex96-2_001.jpg)
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Exhibit
107
Calculation
of Filing Fee Tables
Form
S-1
(Form
Type)
Blue
Star Foods Corp.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| |
Security Type | |
Security Class | |
Fee Calculation or Carry Forward Rule | | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price (1) | | |
Fee Rate | | |
Amount of Registration Fee | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issuable upon conversion of the Series A Convertible Non-Voting Preferred Stock(2) | |
| 457 | (o) | |
| 9,282,333 | | |
$ | 0.24 | | |
$ | 2,227,759.92 | | |
| 0.0001476 | | |
$ | 328.81 | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issuable upon the exercise of warrants (sold in the Newbridge Private Placement Offering (2) | |
| 457 | (o) | |
| 11,604,167 | | |
$ | 0.24 | | |
$ | 2,785,000.08 | | |
| 0.0001476 | | |
$ | 411.06 | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issued to the placement agent of the Newbridge Private Placement Offering (2) | |
| 457 | (o) | |
| 813,333 | | |
$ | 0.24 | | |
$ | 195,199.92 | | |
| 0.0001476 | | |
$ | 28.81 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issued pursuant to the January 23, 2023 share exchange (2) | |
| 457 | (o) | |
| 66,794,143 | | |
$ | 0.24 | | |
$ | 16,030,594.30 | | |
| 0.00014760 | | |
$ | 2,366.11 | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share sold in the December 2022 private placement (2) | |
| 457 | (o) | |
| 4,333,333 | | |
$ | 0.24 | | |
$ | 1,039,999.92 | | |
| 0.0001476 | | |
$ | 153.50 | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issuable upon conversion of the two convertible promissory notes (2) | |
| 457 | (o) | |
| 880,000 | | |
$ | 0.24 | | |
$ | 211,200.00 | | |
| 0.0001476 | | |
$ | 31.17 | |
Fees to be Paid | |
Equity | |
Common Stock, $0.001 par value per share issued to consultants (2) | |
| 457 | (o) | |
| 413,333 | | |
$ | 0.24 | | |
$ | 99,199.92 | | |
| 0.0001476 | | |
$ | 14.64 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total Offering Amounts | | |
| 94,126,642 | | |
| | | |
$ | 22,588,954.06 | | |
| | | |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fees Due | | |
| | | |
| | | |
| | | |
| | | |
$ | 3,334.10 | |
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”).
(2)
In accordance with Rule 416, the Registrant is also registering an indeterminate number of additional shares of Class A common stock
that shall be issuable after the date hereof as a result of stock splits, stock dividends, or similar transactions.
v3.24.2
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v3.24.2
Condensed Consolidated Balance Sheet - USD ($)
|
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Current assets |
|
|
|
Cash |
$ 1,005,010
|
$ 30,146
|
$ 431,374
|
Prepaid expenses |
103,775
|
21,624
|
|
Total current assets |
1,108,785
|
51,770
|
431,374
|
Right of use asset |
40,446
|
|
|
Deposit |
100,000
|
100,000
|
100,000
|
Total assets |
1,249,231
|
151,770
|
531,374
|
Current liabilities |
|
|
|
Accounts payable and accrued expenses |
406,013
|
434,519
|
354,763
|
Accrued interest, current portion |
342,492
|
1,115,723
|
8,817
|
Lease liability |
40,446
|
|
|
Bond liabilities |
260,000
|
|
|
Total current liabilities |
1,549,086
|
1,920,377
|
446,913
|
Non-current liabilities |
|
|
|
Bond liabilities |
2,875,000
|
3,135,000
|
3,135,000
|
Convertible notes payable, net of discounts |
|
623,999
|
218,429
|
Accrued interest, non-current portion |
1,343,984
|
533,003
|
1,351,609
|
Total non-current liabilities |
4,218,984
|
4,292,002
|
4,705,038
|
Total liabilities |
5,768,070
|
6,212,379
|
5,151,951
|
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
|
208,458
|
Additional paid-in capital |
28,284,020
|
25,336,048
|
23,059,223
|
Subscription receivable |
|
(11,000)
|
|
Accumulated deficit |
(33,049,876)
|
(31,600,305)
|
(27,888,258)
|
Total stockholders’ deficit |
(4,518,839)
|
(6,060,609)
|
(4,620,577)
|
Total liabilities and stockholders’ deficit |
1,249,231
|
151,770
|
531,374
|
Related Party [Member] |
|
|
|
Current liabilities |
|
|
|
Accrued expenses to related parties |
$ 500,135
|
$ 370,135
|
$ 83,333
|
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v3.24.2
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares
|
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Statement of Financial Position [Abstract] |
|
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
10,000,000
|
Preferred stock, shares issued |
162
|
23
|
0
|
Preferred stock, shares outstanding |
162
|
23
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
500,000,000
|
Common stock, shares issued |
247,017,097
|
214,647,732
|
208,457,823
|
Common stock, shares outstanding |
247,017,097
|
214,647,732
|
208,457,823
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.24.2
Condensed Consolidated Statement of Operations - USD ($)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Apr. 30, 2023 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Income Statement [Abstract] |
|
|
|
|
Revenue |
|
|
|
|
Operating expenses |
|
|
|
|
Professional fees |
258,915
|
129,145
|
524,931
|
240,324
|
Payroll and related expenses |
257,500
|
107,000
|
318,561
|
963,055
|
Rent expense |
113,700
|
10,500
|
42,000
|
42,000
|
Stock-based stock compensation |
189,248
|
140,741
|
2,043,909
|
2,769,292
|
Other general and administrative expenses |
155,599
|
13,770
|
75,283
|
138,214
|
Total operating expenses |
974,962
|
401,156
|
3,004,684
|
4,152,885
|
Operating loss |
(974,962)
|
(401,156)
|
(3,004,684)
|
(4,152,885)
|
Other income (expense) |
|
|
|
|
Amortization of beneficial conversion feature |
|
(66,679)
|
(261,062)
|
(6,095)
|
Amortization of debt discount |
(19,490)
|
|
(45,266)
|
|
Gain on disposal of asset |
|
|
|
200,458
|
Interest expense |
(49,814)
|
(107,166)
|
(401,035)
|
(340,948)
|
Total other income (expense) |
(69,304)
|
(173,845)
|
(707,363)
|
(146,585)
|
Net loss |
$ (1,044,266)
|
$ (575,001)
|
$ (3,712,047)
|
$ (4,299,470)
|
Basic net loss per common share |
$ (0.00)
|
$ (0.00)
|
$ (0.02)
|
$ (0.18)
|
Diluted net loss per common share |
$ (0.00)
|
$ (0.00)
|
$ (0.02)
|
$ (0.18)
|
Basic weighted average common shares outstanding |
224,344,801
|
208,754,327
|
211,294,527
|
24,183,399
|
Diluted weighted average common shares outstanding |
224,344,801
|
208,754,327
|
211,294,527
|
24,183,399
|
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v3.24.2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
|
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Subscription Receivable [Member] |
Retained Earnings [Member] |
Total |
Balance at Jan. 31, 2022 |
|
$ 20,054
|
$ 232,861
|
|
$ (8,547,688)
|
$ (8,294,773)
|
Balance, shares at Jan. 31, 2022 |
|
20,054,000
|
|
|
|
|
Sale of preferred stock |
|
|
|
|
|
|
Recapitalization |
|
$ 182,240
|
19,378,067
|
|
(15,041,100)
|
4,519,207
|
Recapitalization, shares |
|
182,240,000
|
|
|
|
|
Common stock options issued for services |
|
$ 6,164
|
967,129
|
|
|
973,293
|
Common stock options issued for services, shares |
|
6,163,823
|
|
|
|
|
Warrants issued |
|
|
1,796,000
|
|
|
1,796,000
|
Beneficial conversion feature on convertible notes payable |
|
|
685,166
|
|
|
685,166
|
Net loss |
|
|
|
|
(4,299,470)
|
(4,299,470)
|
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, 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 |
|
$ 2,345
|
307,008
|
|
|
309,353
|
Common stock options issued for services, shares |
|
2,345,836
|
|
|
|
|
Warrants issued |
|
|
103,846
|
|
|
103,846
|
Net loss |
|
|
|
|
(3,712,047)
|
(3,712,047)
|
Stock based compensation |
|
|
1,324,731
|
|
|
1,324,731
|
Conversion of convertible notes payable |
|
$ 3,845
|
265,240
|
|
|
269,085
|
Conversion of convertible notes payable, shares |
|
3,844,073
|
|
|
|
|
Issuance of preferred stock and warrants for common stock |
|
|
276,000
|
(11,000)
|
|
265,000
|
Issuance of preferred stock and warrants for common stock, shares |
23
|
|
|
|
|
|
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
|
|
|
|
|
Sale of preferred stock |
|
|
1,742,300
|
11,000
|
|
1,753,300
|
Net loss |
|
|
|
|
(1,044,266)
|
(1,044,266)
|
Stock based compensation |
|
|
189,248
|
|
|
189,248
|
Conversion of convertible notes payable |
|
$ 12,848
|
1,035,945
|
|
|
1,048,793
|
Conversion of convertible notes payable, shares |
|
12,848,116
|
|
|
|
|
Sale of preferred stock, shares |
139
|
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
X |
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v3.24.2
Condensed Consolidated Statements of Cash Flows - USD ($)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Apr. 30, 2023 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Cash flows from operating activities: |
|
|
|
|
Net loss |
$ (1,044,266)
|
$ (575,001)
|
$ (3,712,047)
|
$ (4,299,470)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Stock-based compensation |
189,248
|
140,741
|
2,043,909
|
2,769,292
|
Amortization of beneficial conversion feature |
|
66,679
|
261,062
|
6,095
|
Amortization of debt discount |
19,490
|
|
45,266
|
|
Convertible notes payable issued for expenses |
|
|
|
360,666
|
Expenses paid by parent company |
|
|
|
395,735
|
Change in assets and liabilities: |
|
|
|
|
Prepaid expenses |
(82,151)
|
(23,675)
|
(21,624)
|
5,000
|
Accounts payable and accrued expenses |
(32,347)
|
(69,517)
|
78,757
|
281,639
|
Accrued expenses - related party |
133,840
|
47,000
|
288,689
|
83,333
|
Accrued interest |
37,750
|
99,120
|
147,560
|
250,136
|
Net cash used in operating activities |
(778,436)
|
(314,653)
|
(868,428)
|
(147,574)
|
Cash flows from financing activities: |
|
|
|
|
Proceeds from convertible notes payable |
|
|
202,200
|
|
Proceeds from sale of preferred stock |
1,753,300
|
|
265,000
|
|
Proceeds from notes payable |
|
|
|
361,000
|
Net cash provided by financing activities |
1,753,300
|
|
467,200
|
361,000
|
Net increase in cash |
974,864
|
(314,653)
|
(401,228)
|
213,426
|
Cash at beginning of period |
30,146
|
431,374
|
431,374
|
217,948
|
Cash at end of period |
1,005,010
|
116,721
|
30,146
|
431,374
|
Cash paid for interest |
|
|
|
90,813
|
Cash paid for taxes |
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
Conversion of liabilities into common stock |
|
|
269,085
|
|
Beneficial conversion feature on convertible debt |
|
|
|
$ 685,166
|
Conversion of convertible notes payable |
$ 1,048,793
|
|
|
|
Cashless exercise of warrants and options |
19,521
|
|
|
|
X |
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v3.24.2
NATURE OF OPERATIONS
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
NATURE OF OPERATIONS |
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
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.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Accounting Policies [Abstract] |
|
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The condensed consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
The
unaudited condensed consolidated financial statements of the Company for the three-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
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances
and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented
in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations
of the SEC.
Liquidity
and Going Concern
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based
compensation, professional fees and our corporate general and administrative expenses. On January 31, 2024, we had $30,146
in cash. Our net loss incurred for the year ended January 31, 2024 was $3,712,047
and the working capital deficit was $1,868,607
on January 31, 2024. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we
are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce
or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on
our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional
funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such
financing and capital might be available. The accompanying consolidated financial statements have been prepared assuming that the
Company will continue as a going concern.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Cash
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000.
From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes
large banking institutions which it believes mitigates these risks.
Stock-Based
Compensation
The
Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,
and Certain Redeemable Financial Instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options
and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is
recognized as an expense over the requisite service periods using the straight-line attribution method.
Fair
Value of Financial Instruments
The
book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
The
hierarchy consists of three levels
|
● |
Level
one — Quoted market prices in active markets for identical assets or liabilities; |
|
● |
Level
two — Inputs other than level one inputs that are either directly or indirectly observable; and |
|
● |
Level
three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect
those assumptions that a market participant would use. |
Determining
which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures
each quarter.
Net
Loss Per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by
dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of January 31, 2024. Interest and penalties,
if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest
or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.
Recently
Issued and Adopted Accounting Pronouncements
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in
an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of
liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and
the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will
require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is
effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company is still considering the
effect of this.
Convertible
Debentures
The
Company presents convertible debentures separately in its debt and equity components within the balance sheet. The fair value
of a compound instrument at issuance is assigned to its respective debt and equity components. The fair value of the debt component is
established first with the equity component being determined by the residual amount.
The
Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the
date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate
valuation model, which is dependent on the terms and conditions of the grant.
The
fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model,
which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants,
and future dividends. Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model
and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation
expense recorded in future periods.
Unproven
Mineral Right Interests
The
Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral
right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized
over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired
or abandoned.
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.
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v3.24.2
RECLAMATION BONDS AND PROVISIONS
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Reclamation Bonds And Provisions |
|
|
RECLAMATION BONDS AND PROVISIONS |
NOTE
3 – RECLAMATION BONDS AND PROVISIONS
Reclamation
Bonds and Provisions
During
2016, the Company entered into a surety agreement that guarantees the reclamation bond on the CuMo Property. In order to maintain the
good standing of this surety, the Company is required to make an annual payment of $8,340. The Company has a deposit of $100,000 (as
reflected in other assets on the balance sheet) for the reclamation bond which has a face value of $278,000 as determined by the United
States Department of Agriculture Forest Service.
The
security deposit is refundable when the Company completes the required reclamation clean-up costs.
Although
the Company does not 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
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.
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v3.24.2
CONVERTIBLE NOTES
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 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:
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 | | |
| | | |
|
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
4 – CONVERTIBLE NOTES
The
Company has $1,100,200 in convertible secured notes payable at January 31, 2024 as follows:
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE
| |
| | |
| |
Issue | | |
Maturity | | |
Conversion | | |
Conversion | | |
Warrants | | |
Exercise | | |
Warrant | |
| |
Balance | | |
Collateral | |
Date | | |
Date | | |
Price | | |
Shares | | |
Shares | | |
Price | | |
Expiration | |
Steven Rudofsky | |
$ | 125,000 | | |
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 | | |
| | | |
| | |
There
are debt discounts and beneficial conversion features on the above notes payable of $475,201.
The Company amortizes the beneficial conversion feature over the life of the note payable using the straight-line method which it believes
approximates the effective interest method.
As
part of the issuance of replacement notes and warrants for the issued and outstanding convertible notes and warrants of ICUMO, the Company
recognized a loss on extinguishment of liabilities of approximately $1,774,000
during the year ended January 31, 2023. This
amount is included within ‘stock-based compensation’ on the accompanying statement of operations.
The following are the inputs to the Black-Scholes
option pricing model used to estimate the value of the above warrants at issuance:
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS
| |
2024 | | |
2023 | |
Stock price | |
$ | 0.22 | | |
$ | 0.22 | |
Exercise price | |
$ | 0.23 | | |
| $0.15 – 0.23 | |
Expected volatility(a) | |
| 1,608 | % | |
| 168 - 359 | % |
Expected term (years) | |
| 3 | | |
| 3 – 5 | |
Risk free rate | |
| 4.84 | % | |
| 2.97 – 3.23 | % |
Dividends | |
| 0 | % | |
| 0 | % |
|
(a) |
The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock for issuances during the year ended January 31, 2023. |
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.24.2
BOND LIABILITIES
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 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 | | |
| |
|
|
NOTE
5 – BOND LIABILITIES
The
Company has bond liabilities as of January 31, 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 | | |
12/31/2017 | |
12/31/2025 |
Don H. Adair or Joanne Adair | |
$ | 125,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Joseph Swinford or Danielle Swinford | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Brandon Swain or Sierra Swain | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Scott Collins or Kendra Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Carl Collins or Ellen Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Jim Hammerel | |
$ | 5,000 | | |
9/21/2017 | |
9/21/2024 |
Bret Renaud | |
$ | 5,000 | | |
10/14/2017 | |
10/14/2024 |
Elatam Group Ltd | |
$ | 67,000 | | |
8/24/2021 | |
5/31/2028 |
James Hardy | |
$ | 7,000 | | |
8/24/2021 | |
5/31/2028 |
Acepac Holdings | |
$ | 1,000,000 | | |
8/24/2021 | |
5/31/2028 |
Rick Ward | |
$ | 15,000 | | |
8/24/2021 | |
5/31/2028 |
Robert & Joan Sweetman | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Michael Swenson | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Connie Sun | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Elizabeth Enoch | |
$ | 10,000 | | |
8/1/2018 | |
7/1/2025 |
William C. Stanton and Carol Stanton | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Total | |
$ | 3,135,000 | | |
| |
|
|
(a) |
On
September 25, 2023, these notes were extended from February 15, 2024, to February 15, 2025. The extension was analyzed for modification
versus extinguishment and was determined to be a modification. |
The
maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES
| |
| | |
2025 | |
$ | - | |
2026 | |
| 1,546,000 | |
2027 | |
| 500,000 | |
2028 | |
| - | |
2029 | |
| 1,089,000 | |
Thereafter | |
| - | |
Total | |
$ | 3,135,000 | |
|
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v3.24.2
RELATED PARTY TRANSACTIONS
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Related Party Transactions [Abstract] |
|
|
RELATED PARTY TRANSACTIONS |
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
6 – RELATED PARTY TRANSACTIONS
On
March 31, 2023, the Company issued 879,628 shares of common stock to Brodkey (108,024 shares), Scannell (385,802 shares), Kolodner (192,901
shares), and Rudofsky (192,901 shares) in exchange for the conversion of accrued compensation of $18,000, $62,500, $31,250, and $31,250,
respectively. The shares were valued at fair value at $0.162 per share. See Note 7.
As
of January 31, 2024, the Company has accrued compensation of $370,135 for its officers as recorded in accrued expenses to related parties.
The Company compensated its officers $806,667 for the year ended January 31, 2024.
On
January 23, 2023, the Company issued convertible notes payable to the following: Steven Rudofsky (“Rudofsky”), Chairman and
CEO, for $125,000; Feehan Partners LP (“Feehan”), controlled by Robert Scannell, CFO and Director, for $87,334 and $112,666;
Andrew Brodkey (“Brodkey”). COO and Director, for $98,000; and Shaun Dykes (“Dykes”), former Vice President and
former Director, for $150,000 (issued to Dykes and related parties to Dykes).
On
March 22, 2023, Shaun Dykes resigned as Vice President and Director.
As
of January 31, 2024, the Company has payables of $54,611 to Brodkey.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.2
STOCKHOLDERS’ EQUITY
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 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.
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.
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 | % |
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
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.
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS
Stock price | |
$ | 0.07
– 0.20 | |
Exercise price | |
$ | 0.24 | |
Expected volatility | |
| 521 -1,042 | % |
Expected term (years) | |
| 3 | |
Risk free rate | |
| 4.05 – 4.45 | % |
Dividends | |
| 0 | % |
As
of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding.
Common
Stock
The
Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $0.001.
On
January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1).
On
January 23, 2023, the Company issued 5,467,200 shares of common stock to Newbridge Securities and affiliates for investment banking services
related to the Company’s transaction with ICUMO. The shares were valued at $0.15 per share or $820,080.
On
January 23, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services. The shares were valued
at $0.15 per share or $66,993.
On
January 23, 2023, the Company issued 250,000 shares of common stock to David Lubin for consulting services. The shares were valued at $0.15
per share or $37,500.
On
March 31, 2023, the Company issued 879,628
shares of common stock to Brodkey (108,024
shares), Scannell (385,802
shares), Kolodner (192,901
shares), and Rudofsky (192,901
shares) in exchange for the conversion of accrued compensation of $18,000,
$62,500,
$31,250,
and $31,250,
respectively. The shares were valued at $0.162
per share or $142,500. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the
shares equaled the value of the liabilities extinguished.
On
August 19, 2023, the Company issued 3,844,073
shares of common stock to Brodkey (326,190
shares), Scannell (1,190,471
shares), Kolodner (595,236
shares), Rudofsky (595,236
shares), employees and consultants (1,136,940
shares) in exchange for the conversion of accrued compensation of $22,833,
$83,333,
$41,667,
$41,667,
and $79,585,
respectively. The shares were valued at $0.07
per share or $269,085
based on the closing price of the Company’s stock on the grant date. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the shares equaled the value of
the liabilities extinguished.
On November 2, 2023, the Company
issued 1,466,208
shares of common stock for services and recognized stock-based compensation expense. The shares were valued at $0.21
per share or $309,353
based on the closing price of the Company’s common stock on the grant date.
As
of January 31, 2024, the Company had 214,647,732 shares issued and outstanding.
Options
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the
Company, as consented by the parties. The Company has 56,615,000
options issued to various officers, directors and employees, based on milestones. As of January 31, 2024 and 2023, 22,646,000
and 11,323,000
options have vested, respectively. The exercise price for the options is $0.125
and they expire on December
31, 2027. The Company recognized $1,324,731
and $0
during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these
options. The remaining additional compensation to be recognized as these options vest is approximately $757
thousand based on the current estimated probability of reaching the vesting milestones as of January 31, 2024. The Company estimated the value of the
options using a Black-Scholes option pricing model with the following inputs:
SUMMARY
OF ESTIMATED VALUE OF OPTIONS
Stock price | |
$ | 0.22 | |
Exercise price | |
$ | 0.13 | |
Expected volatility(a) | |
| 111.10% - 265.18 | % |
Expected term (years) | |
| 2 - 3 | |
Risk free rate | |
| 3.88 | % |
Dividends | |
| 0 | % |
(a) | The Company derived expected volatility using the average volatility for
a sample of comparable companies due to the thinly traded nature of the Company’s stock. |
The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s
common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest
an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management
reviews the estimate of meeting each probability as well as the related timing at each reporting period.
Warrants
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company,
as consented by the parties. These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022. As of
January 31, 2024 and 2023, 41,540,000 warrants are outstanding. The exercise price for the warrants are $0.15 and they expire on May
11, 2027.
On
May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 warrants with an exercise price of $0.23. The
warrants expire on May 8, 2026.
On August 14, 2023, November 13,
2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $216,000, the Company
issued a combined 1,125,000
warrants with an exercise price of $0.24.
The warrants expire three
years after issuance. The Black-Scholes value for the warrants was $112,867.
On November 17, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on November
17, 2026. The Black-Scholes value for the warrants was $12,537.
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $12,537.
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $12,000, the Company issued 62,500
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $6,268.
As
of January 31, 2024, the Company had 8,980,000 warrants
outstanding with an exercise price of $0.15,
which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants
outstanding with an exercise price of $0.23 (see
Note 4), which relate to the convertible notes
dated May 8, 2023, 41,540,000 warrants with an exercise price of $0.15, which related to the RTO transaction (Note 1), and 1,125,000
warrants issued in connection with the sale of the Company’s Series A Convertible Non-Voting Preferred Stock (see above). The total
outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479, respectively.
|
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- DefinitionThe entire disclosure for equity.
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v3.24.2
COMMITMENTS AND CONTINGENCIES
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
|
COMMITMENTS AND CONTINGENCIES |
NOTE
8 – COMMITMENTS AND CONTINGENCIES
The
Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse
outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash
flows.
Certain
conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company,
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If
the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
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:
SCHEDULE
OF RIGHT OF USE ASSET AND LIABILITY
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:
SCHEDULE
OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS
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
8 – COMMITMENTS AND CONTINGENCIES
The
Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse
outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash
flows.
Certain
conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If
the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
Prior to the RTO, the Company was subject to a lease agreement for a warehouse
which the Company may have defaulted on prior to the RTO. The lessor was seeking past due rent and default interest associated with the
lease . During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse
space. from the lessor. The lessor and the Company are currently negotiating a potential amendment to the previous lease agreement which
would remedy any potential defaults under that agreement. The revised lease agreement includes an additional amount of $158,943 to cure
the alleged default. The scheduled payments of this amount is $100,000 having been paid during March 2024 and the remaining balance to
be paid monthly at $6,000 beginning May 1, 2024 and ending on February 1, 2025.
|
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.2
INCOME TAXES
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Income Tax Disclosure [Abstract] |
|
|
INCOME TAXES |
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:
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 | |
$ | - | | |
$ | - | |
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:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
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
9 – INCOME TAXES
As
of January 31, 2024 and 2023, the Company has net operating loss carry forwards of $751,916 and $397,846, respectively, which may be
available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject
to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section
382 of the Internal Revenue Code.
The
Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying
the United States Federal tax rate of 21% and state rate of 5% to loss before taxes for fiscal years 2024 and 2023), as follows:
SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME
TAX PURPOSES
| |
January 31, 2024 | | |
January 31, 2023 | |
Tax expense (benefit) at the statutory rate | |
$ | (285,980 | ) | |
$ | (321,337 | ) |
State income taxes, net of federal income tax benefit | |
| (68,090 | ) | |
| (76,509 | ) |
Change in valuation allowance | |
| 354,070 | | |
| 397,846 | |
Total | |
$ | - | | |
$ | - | |
The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities.
The
tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates.
The
tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
January 31, 2024 | | |
January 31, 2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforward | |
$ | 751,916 | | |
$ | 397,846 | |
Timing differences | |
| - | | |
| - | |
Total gross deferred tax assets | |
| 751,916 | | |
| 397,846 | |
Less: Deferred tax asset valuation allowance | |
| (751,916 | ) | |
| (397,846 | ) |
Total net deferred taxes | |
$ | - | | |
$ | - | |
In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because
of the historical earnings history of the Company, the net deferred tax assets for 2024 and 2023 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $751,916 and $397,846 as of January 31, 2024 and 2023,
respectively.
|
X |
- DefinitionThe entire disclosure for income tax.
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v3.24.2
SUBSEQUENT EVENTS
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Subsequent Events [Abstract] |
|
|
SUBSEQUENT EVENTS |
NOTE
10 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the condensed consolidated balance sheet through the date of this filing and determined
there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements.
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.
|
NOTE
10 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the consolidated balance sheet through the date of this filing and determined there
were no events to disclose or that require recognition in the accompanying consolidated financial statements than as stated below.
Between February and April 2024, we entered into
subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a
“Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the
Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the
“Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $1,952,000.
Each Unit consists of one (1) share of the Company’s Series A Convertible
Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock
purchase warrants (the “Warrants”). Each share of Preferred Stock converts into
50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles the
holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.
In April 2024, holders of $1,099,200 par value of
Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common equity. The conversion
price of the notes was $0.075, resulting in the issuance of 12,848,116 common shares.
In April 2024, the officers of the company, Steven
Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price
of $0.125 and an expiration date of September 30, 2027. All options were exercised on a cashless basis, resulting in the issuance of 3,385,000
shares per officer, or a total of 11,055,000 common shares.
Shaun Dykes, a geological consultant to the company,
also elected to exercise 5,360,000 vested stock options with a strike price of $0.125 and an expiration date of September 30, 2027. The
options were exercised on a cashless basis, resulting in the issuance of 3,685,000 shares.
During April 2024, various warrant holders, including the Company’s
management, elected to exercise a total of 7,640,001 warrants with a strike price of $0.15 and expiration dates between December 10, 2027
and January 10, 2028. The warrants were issued on a cashless basis, resulting in the issuance of 4,781,253 common shares.
Additionally, the Company issued 1,195,427 shares of common stock to various
individuals, including members of management, for services and the conversion of accrued payroll subsequent to January 31, 2024.
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v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Accounting Policies [Abstract] |
|
|
Basis of Presentation |
Basis
of Presentation
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The condensed consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
The
unaudited condensed consolidated financial statements of the Company for the three-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.
|
Basis
of Presentation
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
|
Principles of Consolidation |
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.
|
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances
and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented
in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations
of the SEC.
|
Liquidity and Going Concern |
Liquidity
and Going Concern
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and
our corporate general and administrative expenses. On 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.
|
Liquidity
and Going Concern
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based
compensation, professional fees and our corporate general and administrative expenses. On January 31, 2024, we had $30,146
in cash. Our net loss incurred for the year ended January 31, 2024 was $3,712,047
and the working capital deficit was $1,868,607
on January 31, 2024. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we
are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce
or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on
our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional
funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such
financing and capital might be available. The accompanying consolidated financial statements have been prepared assuming that the
Company will continue as a going concern.
|
Use of Estimates |
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.
|
Use
of Estimates
The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
|
Cash |
Cash
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.
|
Cash
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000.
From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes
large banking institutions which it believes mitigates these risks.
|
Stock-Based Compensation |
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.
|
Stock-Based
Compensation
The
Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,
and Certain Redeemable Financial Instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options
and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is
recognized as an expense over the requisite service periods using the straight-line attribution method.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
The
hierarchy consists of three levels
|
● |
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.
|
Fair
Value of Financial Instruments
The
book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
|
The hierarchy consists of three levels |
|
The
hierarchy consists of three levels
|
● |
Level
one — Quoted market prices in active markets for identical assets or liabilities; |
|
● |
Level
two — Inputs other than level one inputs that are either directly or indirectly observable; and |
|
● |
Level
three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect
those assumptions that a market participant would use. |
Determining
which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures
each quarter.
|
Net Loss Per Share |
Net
Loss Per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by
dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. The Company has 53,214,479 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of April 30,
2024.
|
Net
Loss Per Share
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by
dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.
|
Income Taxes |
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of 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.
|
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of January 31, 2024. Interest and penalties,
if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest
or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.
|
Recently Issued and Adopted Accounting Pronouncements |
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.
|
Recently
Issued and Adopted Accounting Pronouncements
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in
an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of
liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and
the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will
require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is
effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company is still considering the
effect of this.
|
Convertible Debentures |
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.
|
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 |
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.
|
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 |
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.
|
Impairment
of Long-Lived Assets
The
Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with
the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to
be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge
is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
|
Reclamation provision |
Reclamation
provision
An
obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration,
development, or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site
preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount
of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of
money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related
asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted for each period
for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying
cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during
production are provided for at their net present values and charged against profits as extraction progresses. As of January 31, 2024,
there are no costs as production has not yet commenced.
|
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 |
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.
|
Related
party transactions
Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject
to common control or significant common influence, related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions
that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a
cost recovery basis.
|
Stock Purchase Warrants |
Stock
Purchase Warrants
The
Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities
from Equity. We determine the accounting classification of warrants we issue, as either liability or equity classified, by first
assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified
if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets,
and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification
under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to
settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that
triggers the net cash settlement feature.
If
the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether
the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other US GAAP. After
all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair
value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the
statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent
to the issuance date.
|
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.
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v3.24.2
CONVERTIBLE NOTES (Tables)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Debt Disclosure [Abstract] |
|
|
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE |
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE
| |
| | |
| |
Issue | |
Maturity | |
Conversion | | |
Conversion | | |
Warrants | | |
Exercise | | |
Warrant |
| |
Balance | | |
Collateral | |
Date | |
Date | |
Price | | |
Shares | | |
Shares | | |
Price | | |
Expiration |
Steven Rudofsky | |
$ | 125,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 1,250,000 | | |
| 1,250,000 | | |
$ | 0.15 | | |
1/23/28 |
Feehan Partners, LP | |
$ | 87,334 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 873,340 | | |
| 873,340 | | |
$ | 0.15 | | |
1/23/28 |
The Jeffrey V. and Karin R. Hembrock Revocable Trust | |
$ | 100,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 1,000,000 | | |
| 1,000,000 | | |
$ | 0.15 | | |
1/23/28 |
The Gaitonde Living Trust, Girish Gaitonde Trustee | |
$ | 100,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 1,000,000 | | |
| 1,000,000 | | |
$ | 0.15 | | |
1/23/28 |
Corey Redfield | |
$ | 50,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 500,000 | | |
| 500,000 | | |
$ | 0.15 | | |
1/23/28 |
PV Partners, LP | |
$ | 75,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 750,000 | | |
| 750,000 | | |
$ | 0.15 | | |
1/23/28 |
Shaun Dykes | |
$ | 30,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 300,000 | | |
| 300,000 | | |
$ | 0.15 | | |
1/23/28 |
Patricia Czerniej | |
$ | 30,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 300,000 | | |
| 300,000 | | |
$ | 0.15 | | |
1/23/28 |
James Dykes | |
$ | 30,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 300,000 | | |
| 300,000 | | |
$ | 0.15 | | |
1/23/28 |
Jason Czerniej | |
$ | 30,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 300,000 | | |
| 300,000 | | |
$ | 0.15 | | |
1/23/28 |
Louise Dykes | |
$ | 30,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 300,000 | | |
| 300,000 | | |
$ | 0.15 | | |
1/23/28 |
Andrew Brodkey | |
$ | 98,000 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 980,000 | | |
| 980,000 | | |
$ | 0.15 | | |
1/23/28 |
Feehan Partners, LP | |
$ | 112,666 | | |
Property | |
1/23/23 | |
7/23/25 | |
$ | 0.10 | | |
| 1,126,660 | | |
| 1,126,660 | | |
$ | 0.15 | | |
1/23/28 |
Gil Atzmon | |
$ | 102,200 | | |
Property | |
5/8/23 | |
11/8/25 | |
$ | 0.23 | | |
| 440,000 | | |
| 550,000 | | |
$ | 0.23 | | |
5/8/26 |
Jon Powell | |
$ | 100,000 | | |
Property | |
5/8/23 | |
11/8/25 | |
$ | 0.23 | | |
| 434,783 | | |
| 543,479 | | |
$ | 0.23 | | |
5/8/26 |
Total | |
$ | 1,100,200 | | |
| |
| |
| |
| | | |
| 9,854,783 | | |
| 10,073,479 | | |
| | | |
|
|
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 | | |
| | | |
| | |
|
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS |
|
The following are the inputs to the Black-Scholes
option pricing model used to estimate the value of the above warrants at issuance:
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS
| |
2024 | | |
2023 | |
Stock price | |
$ | 0.22 | | |
$ | 0.22 | |
Exercise price | |
$ | 0.23 | | |
| $0.15 – 0.23 | |
Expected volatility(a) | |
| 1,608 | % | |
| 168 - 359 | % |
Expected term (years) | |
| 3 | | |
| 3 – 5 | |
Risk free rate | |
| 4.84 | % | |
| 2.97 – 3.23 | % |
Dividends | |
| 0 | % | |
| 0 | % |
|
(a) |
The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock for issuances during the year ended January 31, 2023. |
|
X |
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- DefinitionTabular disclosure of all information related to the key inputs and assumptions (including, at a minimum, but not limited to, and if applicable, quantitative information about discount rates, expected prepayments including the expected weighted-average life of prepayable financial assets, and anticipated credit losses) used in measuring the fair value of assets or liabilities that relate to the transferor's continuing involvement with transferred financial assets, as of the balance sheet date.
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v3.24.2
BOND LIABILITIES (Tables)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 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 | | |
| |
|
|
The
Company has bond liabilities as of January 31, 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 | | |
12/31/2017 | |
12/31/2025 |
Don H. Adair or Joanne Adair | |
$ | 125,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Joseph Swinford or Danielle Swinford | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Brandon Swain or Sierra Swain | |
$ | 50,000 | | |
2/15/2017 | |
2/15/2025 (a) |
Scott Collins or Kendra Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Carl Collins or Ellen Collins | |
$ | 12,500 | | |
2/15/2017 | |
2/15/2025 (a) |
Jim Hammerel | |
$ | 5,000 | | |
9/21/2017 | |
9/21/2024 |
Bret Renaud | |
$ | 5,000 | | |
10/14/2017 | |
10/14/2024 |
Elatam Group Ltd | |
$ | 67,000 | | |
8/24/2021 | |
5/31/2028 |
James Hardy | |
$ | 7,000 | | |
8/24/2021 | |
5/31/2028 |
Acepac Holdings | |
$ | 1,000,000 | | |
8/24/2021 | |
5/31/2028 |
Rick Ward | |
$ | 15,000 | | |
8/24/2021 | |
5/31/2028 |
Robert & Joan Sweetman | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Michael Swenson | |
$ | 10,000 | | |
7/1/2018 | |
7/1/2025 |
Connie Sun | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Elizabeth Enoch | |
$ | 10,000 | | |
8/1/2018 | |
7/1/2025 |
William C. Stanton and Carol Stanton | |
$ | 3,000 | | |
7/1/2018 | |
7/1/2025 |
Total | |
$ | 3,135,000 | | |
| |
|
|
(a) |
On
September 25, 2023, these notes were extended from February 15, 2024, to February 15, 2025. The extension was analyzed for modification
versus extinguishment and was determined to be a modification. |
|
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES |
|
The
maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES
| |
| | |
2025 | |
$ | - | |
2026 | |
| 1,546,000 | |
2027 | |
| 500,000 | |
2028 | |
| - | |
2029 | |
| 1,089,000 | |
Thereafter | |
| - | |
Total | |
$ | 3,135,000 | |
|
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v3.24.2
STOCKHOLDERS’ EQUITY (Tables)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Equity [Abstract] |
|
|
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS |
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 | % |
|
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 | % |
|
SUMMARY OF ESTIMATED VALUE OF OPTIONS |
|
SUMMARY
OF ESTIMATED VALUE OF OPTIONS
Stock price | |
$ | 0.22 | |
Exercise price | |
$ | 0.13 | |
Expected volatility(a) | |
| 111.10% - 265.18 | % |
Expected term (years) | |
| 2 - 3 | |
Risk free rate | |
| 3.88 | % |
Dividends | |
| 0 | % |
(a) | The Company derived expected volatility using the average volatility for
a sample of comparable companies due to the thinly traded nature of the Company’s stock. |
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v3.24.2
INCOME TAXES (Tables)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Income Tax Disclosure [Abstract] |
|
|
SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES |
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 TAX EXPENSE FOR FEDERAL INCOME
TAX PURPOSES
| |
January 31, 2024 | | |
January 31, 2023 | |
Tax expense (benefit) at the statutory rate | |
$ | (285,980 | ) | |
$ | (321,337 | ) |
State income taxes, net of federal income tax benefit | |
| (68,090 | ) | |
| (76,509 | ) |
Change in valuation allowance | |
| 354,070 | | |
| 397,846 | |
Total | |
$ | - | | |
$ | - | |
|
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:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
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 | |
$ | - | | |
$ | - | |
|
The
tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
January 31, 2024 | | |
January 31, 2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforward | |
$ | 751,916 | | |
$ | 397,846 | |
Timing differences | |
| - | | |
| - | |
Total gross deferred tax assets | |
| 751,916 | | |
| 397,846 | |
Less: Deferred tax asset valuation allowance | |
| (751,916 | ) | |
| (397,846 | ) |
Total net deferred taxes | |
$ | - | | |
$ | - | |
|
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v3.24.2
SUBSEQUENT EVENTS (Tables)
|
3 Months Ended |
Apr. 30, 2024 |
Subsequent Events [Abstract] |
|
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY |
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:
SCHEDULE
OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS
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 | |
|
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v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Apr. 30, 2023 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
Cash |
$ 1,005,010
|
|
$ 30,146
|
$ 431,374
|
Incurred net losses |
1,044,266
|
$ 575,001
|
3,712,047
|
4,299,470
|
FDIC amount |
250,000
|
|
250,000
|
|
Working capital deficit |
440,301
|
|
|
|
Cash |
|
$ 0
|
|
|
Convertible Notes Payable |
405,305
|
|
|
|
Retained Earnings (Accumulated Deficit) |
(33,049,876)
|
|
$ (31,600,305)
|
$ (27,888,258)
|
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
|
|
120,358,262
|
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v3.24.2
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
|
|
|
|
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v3.24.2
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS (Details)
|
12 Months Ended |
|
Jan. 31, 2024
$ / shares
|
Jan. 31, 2023
$ / shares
|
Jan. 23, 2023
$ / shares
|
Short-Term Debt [Line Items] |
|
|
|
|
Stock price |
|
$ 0.22
|
|
$ 0.125
|
Minimum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Expected term |
|
2 years
|
|
|
Maximum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Expected term |
|
3 years
|
|
|
Convertible Debt [Member] | Measurement Input, Share Price [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Stock price |
|
$ 0.22
|
$ 0.22
|
|
Convertible Debt [Member] | Measurement Input, Exercise Price [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Exercise price |
|
$ 0.23
|
|
|
Convertible Debt [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Exercise price |
|
|
0.15
|
|
Convertible Debt [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Exercise price |
|
|
$ 0.23
|
|
Convertible Debt [Member] | Measurement Input, Option Volatility [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
[1] |
1,608
|
|
|
Convertible Debt [Member] | Measurement Input, Option Volatility [Member] | Minimum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
[1] |
|
168
|
|
Convertible Debt [Member] | Measurement Input, Option Volatility [Member] | Maximum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
[1] |
|
359
|
|
Convertible Debt [Member] | Measurement Input, Expected Term [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Expected term |
|
3 years
|
|
|
Convertible Debt [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Expected term |
|
|
3 years
|
|
Convertible Debt [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Expected term |
|
|
5 years
|
|
Convertible Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
|
4.84
|
|
|
Convertible Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
|
|
2.97
|
|
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|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
|
|
3.23
|
|
Convertible Debt [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Derivative measurement input |
|
0
|
0
|
|
|
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
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v3.24.2
CONVERTIBLE NOTES (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
Apr. 05, 2024 |
Jan. 31, 2024 |
Apr. 30, 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
|
$ 1,100,200
|
$ 0
|
Notes payable |
|
475,201
|
|
Gain (Loss) on Extinguishment of Debt |
|
$ 1,774,000
|
|
Issuance of common shares |
9,854,783
|
|
|
X |
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v3.24.2
SCHEDULE OF BOND LIABILITIES (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Principal amount |
$ 3,135,000
|
$ 3,135,000
|
|
Barry Swenson [Member] |
|
|
|
Principal amount |
$ 500,000
|
$ 500,000
|
|
Note date |
Dec. 31, 2017
|
Dec. 31, 2017
|
|
Maturity date |
Dec. 31, 2025
|
Dec. 31, 2025
|
|
Don H. Adair or Joanne Adair [Member] |
|
|
|
Principal amount |
$ 125,000
|
$ 125,000
|
|
Note date |
Feb. 15, 2017
|
Feb. 15, 2017
|
|
Maturity date |
Feb. 15, 2025
|
Feb. 15, 2025
|
[1] |
Joseph Swinford or Danielle Swinford [Member] |
|
|
|
Principal amount |
$ 50,000
|
$ 50,000
|
|
Note date |
Feb. 15, 2017
|
Feb. 15, 2017
|
|
Maturity date |
Feb. 15, 2025
|
Feb. 15, 2025
|
[1] |
Brandon Swain or Sierra Swain [Member] |
|
|
|
Principal amount |
$ 50,000
|
$ 50,000
|
|
Note date |
Feb. 15, 2017
|
Feb. 15, 2017
|
|
Maturity date |
Feb. 15, 2025
|
Feb. 15, 2025
|
[1] |
Scott Collins or Kendra Collins [Member] |
|
|
|
Principal amount |
$ 12,500
|
$ 12,500
|
|
Note date |
Feb. 15, 2017
|
Feb. 15, 2017
|
|
Maturity date |
Feb. 15, 2025
|
Feb. 15, 2025
|
[1] |
Carl Collins or Ellen Collins [Member] |
|
|
|
Principal amount |
$ 12,500
|
$ 12,500
|
|
Note date |
Feb. 15, 2017
|
Feb. 15, 2017
|
|
Maturity date |
Feb. 15, 2025
|
Feb. 15, 2025
|
[1] |
Jim Hammerel [Member] |
|
|
|
Principal amount |
$ 5,000
|
$ 5,000
|
|
Note date |
Sep. 21, 2017
|
Sep. 21, 2017
|
|
Maturity date |
Sep. 21, 2024
|
Sep. 21, 2024
|
|
Bret Renaud [Member] |
|
|
|
Principal amount |
$ 5,000
|
$ 5,000
|
|
Note date |
Oct. 14, 2017
|
Oct. 14, 2017
|
|
Maturity date |
Oct. 14, 2024
|
Oct. 14, 2024
|
|
James Hardy [Member] |
|
|
|
Principal amount |
$ 7,000
|
$ 7,000
|
|
Note date |
Aug. 24, 2021
|
Aug. 24, 2021
|
|
Maturity date |
May 31, 2028
|
May 31, 2028
|
|
Rick Ward [Member] |
|
|
|
Principal amount |
$ 15,000
|
$ 15,000
|
|
Note date |
Aug. 24, 2021
|
Aug. 24, 2021
|
|
Maturity date |
May 31, 2028
|
May 31, 2028
|
|
Robert & Joan Sweetman [Member] |
|
|
|
Principal amount |
$ 10,000
|
$ 10,000
|
|
Note date |
Jul. 01, 2018
|
Jul. 01, 2018
|
|
Maturity date |
Jul. 01, 2025
|
Jul. 01, 2025
|
|
Michael Swenson [Member] |
|
|
|
Principal amount |
$ 10,000
|
$ 10,000
|
|
Note date |
Jul. 01, 2018
|
Jul. 01, 2018
|
|
Maturity date |
Jul. 01, 2025
|
Jul. 01, 2025
|
|
Connie Sun [Member] |
|
|
|
Principal amount |
$ 3,000
|
$ 3,000
|
|
Note date |
Jul. 01, 2018
|
Jul. 01, 2018
|
|
Maturity date |
Jul. 01, 2025
|
Jul. 01, 2025
|
|
Elizabeth Enoch [Member] |
|
|
|
Principal amount |
$ 10,000
|
$ 10,000
|
|
Note date |
Aug. 01, 2018
|
Aug. 01, 2018
|
|
Maturity date |
Jul. 01, 2025
|
Jul. 01, 2025
|
|
William C. Stanton and Carol Stanton [Member] |
|
|
|
Principal amount |
$ 3,000
|
$ 3,000
|
|
Note date |
Jul. 01, 2018
|
Jul. 01, 2018
|
|
Maturity date |
Jul. 01, 2025
|
Jul. 01, 2025
|
|
Yin Yin Silver Limited [Member] |
|
|
|
Principal amount |
$ 500,000
|
$ 500,000
|
|
Note date |
Aug. 14, 2015
|
Aug. 14, 2015
|
|
Maturity date |
Aug. 04, 2025
|
Aug. 04, 2025
|
|
Yin Yin Silver Limited One [Member] |
|
|
|
Principal amount |
$ 500,000
|
$ 500,000
|
|
Note date |
Oct. 28, 2016
|
Oct. 28, 2016
|
|
Maturity date |
Oct. 28, 2026
|
Oct. 28, 2026
|
|
Yin Yin Silver Limited Two [Member] |
|
|
|
Principal amount |
$ 250,000
|
$ 250,000
|
|
Note date |
Dec. 27, 2017
|
Dec. 27, 2017
|
|
Maturity date |
Dec. 27, 2024
|
Dec. 27, 2024
|
|
Elatam Group Ltd [Member] |
|
|
|
Principal amount |
$ 67,000
|
$ 67,000
|
|
Note date |
Aug. 24, 2021
|
Aug. 24, 2021
|
|
Maturity date |
May 31, 2028
|
May 31, 2028
|
|
Acepac Holdings [Member] |
|
|
|
Principal amount |
$ 1,000,000
|
$ 1,000,000
|
|
Note date |
Aug. 24, 2021
|
Aug. 24, 2021
|
|
Maturity date |
May 31, 2028
|
May 31, 2028
|
|
|
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v3.24.2
SCHEDULE OF MATURITIES OF THE BOND LIABILITIES (Details) - USD ($)
|
Apr. 30, 2024 |
Jan. 31, 2024 |
Other Liabilities Disclosure [Abstract] |
|
|
2025 |
|
|
2026 |
|
1,546,000
|
2027 |
|
500,000
|
2028 |
|
|
2029 |
|
1,089,000
|
Thereafter |
|
|
Total |
$ 3,135,000
|
$ 3,135,000
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Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
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v3.24.2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
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3 Months Ended |
12 Months Ended |
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Apr. 08, 2024 |
Apr. 06, 2024 |
Apr. 05, 2024 |
Apr. 04, 2024 |
Apr. 03, 2024 |
Jan. 31, 2024 |
Dec. 08, 2023 |
Nov. 17, 2023 |
Nov. 13, 2023 |
Nov. 12, 2023 |
Aug. 19, 2023 |
Aug. 14, 2023 |
May 08, 2023 |
Mar. 31, 2023 |
Jan. 23, 2023 |
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Nov. 02, 2023 |
Related Party Transaction [Line Items] |
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Accrued compensation |
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$ 79,585
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Share price, per share |
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$ 0.22
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$ 0.125
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$ 0.22
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Convertible Notes Payable |
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$ 405,305
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Vested stock options, shares |
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6,566,000
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22,646,000
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11,323,000
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Vested stock options per share |
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$ 0.125
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Stock options exercised |
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3,385,000
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Officer [Member] |
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Related Party Transaction [Line Items] |
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Accrued compensation |
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$ 500,135
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$ 370,135
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Officers compensation |
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257,500
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806,667
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Steven Rudofsky [Member] |
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Related Party Transaction [Line Items] |
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Vested stock options, shares |
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5,360,000
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Andrew Brodkey [Member] |
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Related Party Transaction [Line Items] |
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Vested stock options, shares |
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5,360,000
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Scannell [Member] |
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Related Party Transaction [Line Items] |
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Vested stock options, shares |
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5,360,000
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Andrew Brodkey [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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3,685,000
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Accrued compensation |
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22,833
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$ 18,000
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Convertible Notes Payable |
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$ 98,000
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$ 112,666
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Related party payables |
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$ 54,611
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54,000
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54,611
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Converted notes payable into shares of common stock issued |
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1,306,667
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Cashless conversion |
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5,360,000
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Robert Scannell [Member] |
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Related Party Transaction [Line Items] |
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Accrued compensation |
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83,333
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62,500
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Convertible Notes Payable |
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87,334
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Kolodner [Member] |
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Related Party Transaction [Line Items] |
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Accrued compensation |
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41,667
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31,250
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Steven Rudofsky [Member] |
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Related Party Transaction [Line Items] |
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Accrued compensation |
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$ 41,667
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$ 31,250
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Share price, per share |
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$ 0.162
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Convertible Notes Payable |
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$ 125,000
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125,000
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Converted notes payable into shares of common stock issued |
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1,666,667
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Shaun Dykes [Member] |
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Related Party Transaction [Line Items] |
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Convertible Notes Payable |
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$ 30,000
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98,000
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Converted notes payable into shares of common stock issued |
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400,000
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Related Party [Member] |
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Related Party Transaction [Line Items] |
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Convertible Notes Payable |
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$ 150,000
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Related party payables |
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$ 370,135
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$ 500,135
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$ 370,135
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$ 83,333
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Feehan Partners [Member] |
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Related Party Transaction [Line Items] |
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Convertible Notes Payable |
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$ 200,000
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Converted notes payable into shares of common stock issued |
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2,666,666
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Common Stock [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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3,844,073
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879,628
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182,240,000
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Share price, per share |
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$ 0.07
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$ 0.162
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$ 0.21
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Stock options exercised |
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11,055,000
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4,781,249
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Cashless conversion |
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753,750
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Common Stock [Member] | Andrew Brodkey [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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326,190
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108,024
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Cashless conversion |
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816,666
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Common Stock [Member] | Robert Scannell [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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1,190,471
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385,802
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Common Stock [Member] | Kolodner [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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595,236
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192,901
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Common Stock [Member] | Steven Rudofsky [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
1,041,667
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595,236
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192,901
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Common Stock [Member] | Shaun Dykes [Member] |
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Related Party Transaction [Line Items] |
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Cashless conversion |
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251,250
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Common Stock [Member] | Feehan Partners [Member] |
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Related Party Transaction [Line Items] |
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Cashless conversion |
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1,666,666
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Warrant [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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1,125,000
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125,000
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125,000
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1,125,000
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1,125,000
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1,125,000
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1,093,479
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1,125,000
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1,125,000
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Cashless conversion |
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1,200,000
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Warrant [Member] | Andrew Brodkey [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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816,666
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Cashless conversion |
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1,306,667
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Warrant [Member] | Steven Rudofsky [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
1,041,667
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Cashless conversion |
1,666,667
|
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Warrant [Member] | Shaun Dykes [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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251,250
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Cashless conversion |
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400,000
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Warrant [Member] | Feehan Partners [Member] |
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Related Party Transaction [Line Items] |
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Number of shares issued |
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1,666,666
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|
Cashless conversion |
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2,666,666
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X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
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v3.24.2
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS (Details)
|
Apr. 30, 2024
$ / shares
|
Jan. 31, 2024
$ / shares
|
Dec. 08, 2023
$ / shares
|
Nov. 17, 2023
$ / shares
|
Nov. 13, 2023
$ / shares
|
Nov. 12, 2023
$ / shares
|
Aug. 14, 2023
$ / shares
|
May 08, 2023
$ / shares
|
Jan. 31, 2023
$ / shares
|
Jan. 23, 2023
$ / shares
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Exercise price |
$ 0.15
|
|
|
|
|
|
|
|
$ 0.23
|
|
Expected term (years) |
|
3 years
|
|
|
3 years
|
3 years
|
3 years
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
$ 0.24
|
$ 0.24
|
$ 0.24
|
$ 0.24
|
$ 0.24
|
$ 0.24
|
$ 0.23
|
|
$ 0.23
|
Measurement Input, Share Price [Member] | Warrant [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Stock price |
0.07
|
0.07
|
|
|
|
|
|
|
|
|
Measurement Input, Share Price [Member] | Warrant [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Stock price |
0.20
|
0.20
|
|
|
|
|
|
|
|
|
Measurement Input, Exercise Price [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Exercise price |
$ 0.24
|
$ 0.24
|
|
|
|
|
|
|
|
|
Measurement Input, Option Volatility [Member] | Warrant [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Warrants measurement input |
521
|
521
|
|
|
|
|
|
|
|
|
Measurement Input, Option Volatility [Member] | Warrant [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Warrants measurement input |
1,042
|
1,042
|
|
|
|
|
|
|
|
|
Measurement Input, Expected Term [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Expected term (years) |
3 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
|
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
|
4.45
|
|
|
|
|
|
|
|
|
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Warrants measurement input |
0
|
0
|
|
|
|
|
|
|
|
|
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- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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- DefinitionPer share or per unit amount of equity securities issued.
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v3.24.2
X |
- DefinitionAgreed-upon price for the exchange of the underlying asset relating to the share-based payment award.
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v3.24.2
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Apr. 08, 2024 |
Apr. 06, 2024 |
Apr. 05, 2024 |
Apr. 04, 2024 |
Apr. 03, 2024 |
Jan. 31, 2024 |
Jan. 12, 2024 |
Dec. 08, 2023 |
Nov. 22, 2023 |
Nov. 17, 2023 |
Nov. 13, 2023 |
Nov. 12, 2023 |
Nov. 02, 2023 |
Aug. 19, 2023 |
Aug. 14, 2023 |
May 08, 2023 |
Mar. 31, 2023 |
Jan. 23, 2023 |
Apr. 30, 2024 |
Apr. 30, 2023 |
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
|
|
10,000,000
|
10,000,000
|
Preferred Stock,par value |
$ 0.001
|
|
|
|
|
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
$ 0.001
|
Common stock, par value |
0.001
|
|
|
|
|
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
|
0.001
|
|
$ 0.001
|
0.001
|
Warrant term |
|
|
|
|
|
|
3 years
|
|
|
|
|
3 years
|
3 years
|
|
|
3 years
|
|
|
|
|
|
3 years
|
|
Warrant per share |
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
$ 0.23
|
Issued warrants, value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,753,300
|
|
|
|
Preferred stock, shares issued |
162
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
162
|
|
23
|
0
|
Preferred stock, shares outstanding |
162
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
162
|
|
23
|
0
|
Common stock, shares authorized |
500,000,000
|
|
|
|
|
|
500,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000,000
|
|
500,000,000
|
500,000,000
|
Stock issuance, service value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 140,739
|
$ 309,353
|
$ 973,293
|
Conversion of accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 79,585
|
|
|
|
|
|
|
|
|
Stock price |
|
|
|
|
|
|
$ 0.22
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.125
|
|
|
$ 0.22
|
|
Common stock, shares issued |
247,017,097
|
|
|
|
|
|
214,647,732
|
|
|
|
|
|
|
|
|
|
|
|
|
247,017,097
|
|
214,647,732
|
208,457,823
|
Common stock, shares outstanding |
247,017,097
|
|
|
|
|
|
214,647,732
|
|
|
|
|
|
|
|
|
|
|
|
|
247,017,097
|
|
214,647,732
|
208,457,823
|
Options vested, shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,566,000
|
|
22,646,000
|
11,323,000
|
Expiration date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, 2027
|
|
|
|
|
Stock based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 189,248
|
|
$ 1,324,731
|
$ 0
|
Options vest value |
$ 568,000
|
|
|
|
|
|
$ 757,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 568,000
|
|
$ 757,000
|
|
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.
|
|
The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s
common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest
an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management
reviews the estimate of meeting each probability as well as the related timing at each reporting period
|
|
Warrants outstanding |
2,614,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,614,783
|
|
|
1,093,479
|
Purchase of preferred stock |
|
|
|
|
|
|
216,000
|
|
|
$ 216,000
|
|
$ 216,000
|
|
|
|
$ 216,000
|
|
|
|
|
|
|
|
Issued warrant |
|
|
|
|
|
|
$ 112,867
|
|
|
$ 112,867
|
|
$ 112,867
|
|
|
|
$ 112,867
|
|
|
|
|
|
$ 112,867
|
|
Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,854,783
|
|
Number of shares issued |
|
|
|
9,854,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
|
|
|
|
|
10,073,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,073,479
|
|
Andrew Brodkey [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
3,685,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,833
|
|
|
$ 18,000
|
|
|
|
|
|
Cashless conversion |
|
|
|
|
|
5,360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Scannell [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,333
|
|
|
62,500
|
|
|
|
|
|
Kolodner [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,667
|
|
|
31,250
|
|
|
|
|
|
Steven Rudofsky [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 41,667
|
|
|
$ 31,250
|
|
|
|
|
|
Stock price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.162
|
|
|
|
|
|
Officers Directors and Employees [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,615,000
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant per share |
|
|
|
|
|
|
$ 0.24
|
|
$ 0.24
|
|
$ 0.24
|
$ 0.24
|
$ 0.24
|
|
|
$ 0.24
|
$ 0.23
|
|
$ 0.23
|
|
|
$ 0.24
|
|
Issued warrants, value |
|
|
|
|
|
|
|
|
$ 12,537
|
|
$ 12,537
|
|
|
|
|
|
|
|
|
$ 156,746
|
|
$ 156,746
|
|
Number of shares issued |
|
|
|
|
|
|
1,125,000
|
|
125,000
|
|
125,000
|
1,125,000
|
1,125,000
|
|
|
1,125,000
|
1,093,479
|
|
|
1,125,000
|
|
1,125,000
|
|
Warrants outstanding |
|
|
|
|
|
|
41,540,000
|
|
|
|
|
|
|
|
|
|
|
|
1,093,479
|
|
|
41,540,000
|
41,540,000
|
Warrants exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
Warrants expiration date |
|
|
|
|
|
|
|
|
Dec. 08, 2026
|
|
Nov. 17, 2026
|
|
|
|
|
|
May 08, 2026
|
|
May 11, 2027
|
|
|
|
|
Purchase of preferred stock |
|
|
|
|
|
|
|
|
$ 24,000
|
|
$ 24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cashless conversion |
|
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant [Member] | Series A Convertible Non Voting Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
|
|
|
|
|
52,738,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,738,479
|
51,613,479
|
Warrants issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,125,000
|
|
|
|
|
|
|
Warrant [Member] | Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant per share |
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
$ 0.15
|
|
Warrants outstanding |
|
|
|
|
|
|
8,980,000
|
|
|
|
|
|
|
|
|
|
41,540,000
|
|
|
|
|
8,980,000
|
|
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] | Steven Rudofsky [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
1,041,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cashless conversion |
|
1,666,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued warrants, value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 820,080
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,844,073
|
|
|
879,628
|
182,240,000
|
|
|
|
|
Private placement offering per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
Stock issuance, service shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,466,208
|
|
|
|
|
|
|
879,628
|
2,345,836
|
6,163,823
|
Stock issuance, service value |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 309,353
|
$ 269,085
|
|
|
$ 142,500
|
|
|
$ 879
|
$ 2,345
|
$ 6,164
|
Stock price |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.21
|
$ 0.07
|
|
|
$ 0.162
|
|
|
|
|
|
Cashless conversion |
|
|
753,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] | Andrew Brodkey [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
326,190
|
|
|
108,024
|
|
|
|
|
|
Cashless conversion |
|
|
|
|
816,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] | Robert Scannell [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,190,471
|
|
|
385,802
|
|
|
|
|
|
Common Stock [Member] | Kolodner [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
595,236
|
|
|
192,901
|
|
|
|
|
|
Common Stock [Member] | Steven Rudofsky [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
1,041,667
|
|
|
|
|
|
|
|
|
|
|
|
|
595,236
|
|
|
192,901
|
|
|
|
|
|
Common Stock [Member] | Employees And Consultants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,136,940
|
|
|
|
|
|
|
|
|
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 Delonga And John Hedges [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement offering per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
Stock issuance, service shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446,623
|
|
|
|
|
Stock issuance, service value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 66,993
|
|
|
|
|
Common Stock [Member] | David Lubin [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued warrants, value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 37,500
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
Private placement offering per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
|
|
|
Common Stock [Member] | Newbridge [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,467,200
|
|
|
|
|
Warrant One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant per share |
|
|
|
|
|
|
|
|
$ 0.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued warrants, value |
|
|
|
|
|
|
|
|
$ 6,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants expiration date |
|
|
|
|
|
|
|
|
Dec. 08, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of preferred stock |
|
|
|
|
|
|
|
|
$ 12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
Warrants outstanding |
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,500
|
|
|
|
Private placement offering |
$ 1,952,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants shares |
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
Subscription Agreement [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant per share |
|
|
|
|
|
|
|
$ 0.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.2
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 |
Jan. 31, 2024 |
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
|
Lease Agreement [Member] |
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
Additional lease amount |
|
|
|
|
$ 158,943
|
|
|
Lease Agreement [Member] | During March Two Thousand Twenty Four [Member] |
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
Scheduled payments |
|
|
|
|
100,000
|
|
|
Lease Agreement [Member] | Beginning May One Two Thousand Twenty Four And Ending On February One Two Thousand Twenty Five [Member] |
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
Scheduled payments |
|
|
|
|
$ 6,000
|
|
|
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
|
|
|
|
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v3.24.2
SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
|
|
Tax expense (benefit) at the statutory rate |
$ (175,461)
|
$ (285,980)
|
$ (321,337)
|
State income taxes, net of federal income tax benefit |
(41,776)
|
(68,090)
|
(76,509)
|
Change in valuation allowance |
217,237
|
354,070
|
397,846
|
Total |
|
|
|
v3.24.2
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)
|
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Net operating loss carryforward |
$ 615,083
|
$ 751,916
|
$ 397,846
|
Timing differences |
|
|
|
Total gross deferred tax assets |
615,083
|
751,916
|
397,846
|
Less: Deferred tax asset valuation allowance |
(615,083)
|
(751,916)
|
(397,846)
|
Total net deferred taxes |
|
|
|
Restatement [Member] |
|
|
|
Net operating loss carryforward |
|
397,846
|
|
Timing differences |
|
|
|
Total gross deferred tax assets |
|
397,846
|
|
Less: Deferred tax asset valuation allowance |
|
(397,846)
|
|
Total net deferred taxes |
|
|
|
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INCOME TAXES (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
Apr. 30, 2024 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Net operating loss carry forwards |
$ 615,083
|
$ 751,916
|
$ 397,846
|
Federal tax, rate |
21.00%
|
21.00%
|
|
State tax, rate |
|
5.00%
|
|
Deferred tax asset valuation allowance |
$ 615,083
|
$ 751,916
|
$ 397,846
|
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Company, the net deferred tax assets for 2023 were fully offset by a 100% valuation allowance.
|
|
|
Restatement [Member] |
|
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|
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|
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Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
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1 Months Ended |
3 Months Ended |
12 Months Ended |
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May 31, 2024 |
Apr. 30, 2024 |
Apr. 03, 2024 |
Jan. 31, 2024 |
Dec. 08, 2023 |
Nov. 17, 2023 |
Nov. 13, 2023 |
Nov. 12, 2023 |
Nov. 02, 2023 |
Aug. 19, 2023 |
Aug. 14, 2023 |
May 08, 2023 |
Mar. 31, 2023 |
Jan. 23, 2023 |
Apr. 30, 2024 |
May 15, 2024 |
Apr. 30, 2024 |
Apr. 30, 2023 |
Jan. 31, 2024 |
Jan. 31, 2023 |
Jan. 12, 2024 |
Subsequent Event [Line Items] |
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Preferred Stock,par value |
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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Class of warrant or right outstanding |
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2,614,783
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2,614,783
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2,614,783
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1,093,479
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Common Stock,par value |
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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Warrant per share |
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0.15
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0.15
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$ 0.15
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$ 0.23
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Vested stock options |
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6,566,000
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22,646,000
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11,323,000
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Vested stock options per share |
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$ 0.125
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Stock options exercised |
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3,385,000
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Common Stock [Member] |
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Subsequent Event [Line Items] |
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Private placement offering per share |
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$ 0.15
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Sale of preferred stock, shares |
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3,844,073
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879,628
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182,240,000
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Stock options exercised |
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11,055,000
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4,781,249
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Number of shares issued for services |
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1,466,208
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879,628
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2,345,836
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6,163,823
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Warrant [Member] |
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Subsequent Event [Line Items] |
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Class of warrant or right outstanding |
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41,540,000
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1,093,479
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41,540,000
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41,540,000
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Warrant per share |
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$ 0.24
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$ 0.24
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$ 0.24
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$ 0.24
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$ 0.24
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$ 0.24
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$ 0.23
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$ 0.23
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$ 0.24
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Sale of preferred stock, shares |
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1,125,000
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125,000
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125,000
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1,125,000
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1,125,000
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1,125,000
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1,093,479
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1,125,000
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1,125,000
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Steven Rudofsky [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Andrew Brodkey [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Scannell [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Subscription Agreement [Member] |
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Subsequent Event [Line Items] |
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Private placement offering per share |
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$ 12,000
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12,000
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$ 12,000
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Private placement offering |
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$ 1,952,000
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Preferred Stock,par value |
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$ 0.001
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$ 0.001
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$ 0.001
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Class of warrant or right outstanding |
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62,500
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62,500
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62,500
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Warrants shares |
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50,000
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50,000
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50,000
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Common Stock,par value |
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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Warrant per share |
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0.24
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0.24
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0.24
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Subscription Agreement [Member] | Warrant [Member] |
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Subsequent Event [Line Items] |
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Warrant per share |
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$ 0.24
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Subsequent Event [Member] |
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Subsequent Event [Line Items] |
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Warrant per share |
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$ 0.15
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$ 0.15
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$ 0.15
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Convertible secured notes |
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$ 1,099,200
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$ 1,099,200
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$ 1,099,200
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Conversion price per shares |
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$ 0.075
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$ 0.075
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$ 0.075
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Sale of preferred stock, shares |
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12,848,116
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Vested stock options |
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7,640,001
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Vested stock options per share |
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$ 0.125
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Stock options exercised |
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3,385,000
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Number of shares issued |
1,041,667
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Number of shares issued for services |
1,671,909
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Subsequent Event [Member] | Common Stock [Member] |
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Subsequent Event [Line Items] |
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Stock options exercised |
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11,055,000
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Subsequent Event [Member] | Warrant [Member] |
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Subsequent Event [Line Items] |
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Stock options exercised |
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4,781,253
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Subsequent Event [Member] | Steven Rudofsky [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Subsequent Event [Member] | Andrew Brodkey [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Subsequent Event [Member] | Scannell [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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5,360,000
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Subsequent Event [Member] | Shaun Dykes [Member] |
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Subsequent Event [Line Items] |
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Vested stock options |
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|
|
|
|
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|
5,360,000
|
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|
Vested stock options per share |
|
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|
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|
$ 0.125
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|
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|
|
Stock options exercised |
|
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|
|
|
|
|
|
|
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3,685,000
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Subsequent Event [Member] | Various Individuals [Member] |
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Subsequent Event [Line Items] |
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Stock options exercised |
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|
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|
1,195,427
|
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Subsequent Event [Member] | Subscription Agreement [Member] |
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Subsequent Event [Line Items] |
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Private placement offering per share |
|
$ 12,000
|
|
|
|
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|
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|
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|
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|
|
$ 12,000
|
|
12,000
|
|
|
|
|
Private placement offering |
|
$ 1,952,000
|
|
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|
Preferred Stock,par value |
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
Class of warrant or right outstanding |
|
62,500
|
|
|
|
|
|
|
|
|
|
|
|
|
62,500
|
|
62,500
|
|
|
|
|
Warrants shares |
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
50,000
|
|
|
|
|
Common Stock,par value |
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
|
Warrant per share |
|
$ 0.24
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.24
|
|
$ 0.24
|
|
|
|
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.
+ References
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of warrants or rights outstanding.
+ References
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
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- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
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Joway Health Industries (PK) (USOTC:GTVI)
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