Item 1.01 Entry Into a Material Definitive 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 have 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 "Exchange"), ICUMO is now 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.





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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 has occurred with the ICUMO Shareholders now 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 now hold
    20,054,000shares of Common Stock issued and outstanding; and




  ? The ICUMO Shareholders now hold 182,240,000 shares of Common Stock.

The Share Exchange Agreement contains representations, warranties, and covenants that are customary for transactions of this type.

Pursuant to the terms of the Share Exchange Agreement, 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 such 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. These assumed Incentive Stock Options and 2021 Warrants shall continue to have, and be subject to, the same terms and conditions set forth in their respective agreements immediately prior to the Closing, except that (i) such options and warrants will, in accordance with the Exchange Ratio, be exercisable for that number of shares of Common Stock equal to the number of shares of ICUMO's common stock subject to such option immediately prior to the Closing, and (ii) the initial exercise price per share shall remain as 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, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate of 56,615,000 shares of Common Stock and warrants . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.





The Exchange

On January 23, 2023, the Company consummated the Exchange. Pursuant to the terms of the Share Exchange Agreement, the ICUMO Shareholders have transferred all of the issued and outstanding shares of common stock of ICUMO to the Company in exchange for 182,240,000 of Exchange Shares, which number was based on a 1.34 exchange ratio. As a result of the Exchange, ICUMO is now a wholly owned subsidiary of the Company, as described in more detail in Item 1.01 above, which is incorporated herein by reference.

Description Of Business and Properties

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Exchange Act) with no operations. At the Closing and as a result of the Exchange, the business of ICUMO became the business of the Company.





Overview

The Company, through ICUMO, owns or controls the mining claims and related rights to the CuMo Project, a large molybdenum-copper-silver deposit in Idaho. The Company is currently engaged in exploration and feasibility work to determine the future development plan of the CuMo Project. No production has yet occurred on the CuMo Project.

ICUMO was incorporated in the State of Nevada on October 15, 2004, under the name of Mosquito Mining Corporation by, and as a wholly owned subsidiary of, Multi-Metal Development Company (TSX-V: MLY), previously named Mosquito Consolidated Gold Mines Ltd. and American CuMo Mining Corporation, ("MMDC" or "American CuMo"). In February 2013, MMDC reincorporated ICUMO as Idaho CuMo Mining Corp. in the State of Idaho. In 2013, ICUMO acquired title to all the patented lode mining claims in the CuMo Project and in 2017, MMDC arranged contractually for ICUMO to acquire all of the rights, titles, and interests in and to the remaining CuMo Project mining claims, such claims as further described below. The CuMo Project is the only mining project in which ICUMO has any interests. On January 6, 2021, Idaho CuMo Mining Corp. changed its name to International CuMo Mining Corporation.

The CuMo Project



Project Ownership History

The CuMo Project is situated in an historic placer gold mining camp with a recorded production of 2.8 million ounces of gold. Molybdenite (MoS2) mineralization was not discovered in this area until 1963. Historic drilling at the site was done between 1969 and 1982 for a total of 10,981m (36,026 ft) in twenty-three (23) diamond drill holes and three reverse circulation holes.

In 1998, the property was re-staked as unpatented federal lode mining claims by CuMo Molybdenum Mining Inc. who then optioned these claims to American CuMo in October 2004 (the "2004 Option Agreement").

In 2005, American CuMo optioned these same mining claims to Kobex Resources Ltd. ("Kobex") who commenced drilling in 2006. Kobex drilled one complete hole and 50% of a second hole 1,087m (3,565 ft), and in 2006 withdrew from their option agreement with American CuMo, surrendering all rights and interests in the optioned property back to American CuMo. After resuming control, between 2006 to 2011, American CuMo completed several exploration drilling programs and, during 2012, American CuMo drilled nine additional holes totaling 4,713m (15,464 ft), aimed at improving the resource categorization and gaining a better understanding of the extent of the deposit.

In 2010, the CuMo Project's footprint was expanded by the purchase of additional patented mineral claims by American CuMo adjacent to the unpatented claims they already owned. In February 2017, ICUMO purchased an additional twenty (20) . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 and 2.01 above is incorporated herein by reference.

The issuance of the Exchange Shares, as well as the issuance of the Replacement Notes and Warrants, in connection with the Exchange were not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement and are subject to further contractual restrictions on transfer as described below.





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Item 5.01 Changes In Control of Registrant.

As a result of the consummation of the transactions contemplated under the Share Exchange Agreement, a change in control of the Company has occurred with the ICUMO Shareholders now owning approximately 90.1% of the issued and outstanding Common Stock

The information set forth in the Item 1.01, Item 2.01, and Item 3.02 above is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 2.01 above is incorporated herein by reference, including, without limitation, the information regarding the departure and election of directors and executive officers of the Company in connection with the Exchange, and the biographical, related party, executive compensation and other information regarding the Company's directors and executive officers.

There are no arrangements or understandings pursuant to which any of the Company's current directors were appointed as a director.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of A Provision of the Code of Ethics.

On May 11, 2012, the Board approved a Code of Ethics which was applicable to officers and senior executives. On January 23, 2023, in connection with the Exchange, the Board adopted a revised and restated Code of Ethics ("Code of Ethics"), applicable to all officers and directors. This Code of Ethics embodies the Company's commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.

The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company. The Code of Ethics addresses the following areas:





  ? Honest and Ethical Conduct

  ? Conflicts of Interest

  ? Compliance

  ? Disclosure

  ? Protection and Proper Use of Company Assets

  ? Corporate Opportunities

  ? Confidentiality

  ? Fair Dealing

  ? Reporting and Enforcement

The preceding summary of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the complete Code of Ethics, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.





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ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

Prior to the Exchange, the Company was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the consummation of the transactions contemplated under the Share Exchange Agreement, the Company believes that it is no longer a shell company as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), the audited financial statements of ICUMO for the last two fiscal years ended June 30, 2021 and June 30, 2022 and the accompanying notes and the unaudited financial statements of ICUMO for the three months ended September 30, 2022 with the accompanying notes are included in this Report attached as Exhibit 99.1.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), the unaudited pro forma condensed combined financial statements for the fiscal year ended June 30, 2022 and as of and for the three months ended September 30, 2022 are included in this Report attached as Exhibit 99.1.





Exhibit No.   Description



2.1*        Share Exchange Agreement, by and between Joway Health Group Industries
          Inc., International CuMo Mining Corporation, and the shareholders of
          International CuMo Mining Corporation, dated January 23, 2023

4.3         Form 2021 Warrant

4.4         Form of Replacement Note

4.5         Form of Replacement Warrant

4.6         Form Lock-Up Agreement

4.7         Form of 8.5% Secured Non-Convertible Note

4.8         7.5% Secured Note Indenture, dated August 24, 2021, by and between
          International CuMo Mining Corporation and Computershare Trust Company of
          Canada

10.1        Form Incentive Stock Option Agreement

10.2        Debt Assignment and Release Agreement, dated January 23, 2023, by and
          among Joway Health Industries Group, Inc. and JHP Holdings, Inc.

10.3        Option Agreement, dated October 13, 2004, by and between Cumo
          Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as
          amended January 14, 2005

10.4        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

10.5        Special Warranty Deed, between American CuMo Mining Corporation and
          International CuMo Mining Corporation

10.6        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

10.7        MineSense Amenability Test Proposal, dated August 29, 2022, by and
          between MineSense Technologies Ltd. and International CuMo Mining
          Corporation

14.1        Code of Ethics

23.1        Consent of Geologic Systems Ltd. regarding the CuMo Project

96.1        Technical Report Summary and Resource Estimate, the CuMo Project,
          Boise National Forest, Boise County, Idaho, United States

99.1        Financial Statements of Businesses Acquired and Pro Forma Financial
          Information

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

* The schedules and exhibits to this agreement have been omitted in accordance

with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or

exhibit will be furnished to the Securities and Exchange Commission upon


   request.




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