COPR / Idaho Copper Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2025 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 22, 2025 IDAHO COPPER CORPORATION (Exact name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 22, 2025 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Ide

FIRST AMENDMENT TO MINING CLAIMS AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO MINING CLAIMS AGREEMENT This First Amendment (the “First Amendment”) to the Mining Claims Agreement (the “MCA”) is effective as of August 19, 2025 (the “Effective Date”), among CuMo Molybdenum Mining Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, Western Geoscience Inc., a Nevada corporation, whose address is 608 Front Street, Mi

IDAHO COPPER CORPORATION 94,126,642 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280762 PROSPECTUS 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 va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2025 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

As filed with the Securities and Exchange Commission on May 28, 2025

As filed with the Securities and Exchange Commission on May 28, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 24, 2025

As filed with the Securities and Exchange Commission on April 24, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 IDAHO COPPER CORPORATION (Exact Name of

List of Subsidiaries*

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

Description of Capital Stock*

EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK 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 provisio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 ☐ TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 IDAHO COPPER CORPORATI

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

As filed with the Securities and Exchange Commission on March 13, 2025

As filed with the Securities and Exchange Commission on March 13, 2025 Registration No.

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

Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. November 2022 S-K 1300 Technical Report Summary November 2022 Prepared for Prepared by International CuMo Mining Corp. Geologic Systems Ltd. Suite #2300–550 Burrard Street 514 East Columbia St Vancouver, BC V6C 2B5 New Westminster, BC V3L 3X7 Canada Canada Tel: +1 604 689 7

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

As filed with the Securities and Exchange Commission on January 23, 2025

As filed with the Securities and Exchange Commission on January 23, 2025 Registration No.

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

Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. November 2022 S-K 1300 Technical Report Summary November 2022 Prepared for Prepared by International CuMo Mining Corp. Geologic Systems Ltd. Suite #2300–550 Burrard Street 514 East Columbia St Vancouver, BC V6C 2B5 New Westminster, BC V3L 3X7 Canada Canada Tel: +1 604 689 7

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

As filed with the Securities and Exchange Commission on December 13, 2024

As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

Filing Fee Table (previously filed)

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Idaho Copper Corporation (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.

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

Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. November 2022 S-K 1300 Technical Report Summary November 2022 Prepared for Prepared by International CuMo Mining Corp. Geologic Systems Ltd. Suite #2300–550 Burrard Street 514 East Columbia St Vancouver, BC V6C 2B5 New Westminster, BC V3L 3X7 Canada Canada Tel: +1 604 689 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended October 31, 2024 ☐ Transition report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended October 31, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in i

As filed with the Securities and Exchange Commission on November 21, 2024

As filed with the Securities and Exchange Commission on November 21, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Idaho Copper Corporation (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.

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

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

Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. November 2022 S-K 1300 Technical Report Summary November 2022 Prepared for Prepared by International CuMo Mining Corp. Geologic Systems Ltd. Suite #2300–550 Burrard Street 514 East Columbia St Vancouver, BC V6C 2B5 New Westminster, BC V3L 3X7 Canada Canada Tel: +1 604 689 7

Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024

Exhibit 10.16

SGS Bateman Proposal, dated November 13, 2023

Exhibit 10.15

Letter from GreenGrowth CPA

Exhibit 16.1 November 19, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Idaho Copper Corp.’s statements included under Item 4.01 of its Form 8-K dated November 20, 2024. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on October 2, 2024.

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 19, 2024 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation) (Commission

Letter from GreenGrowth CPA

Exhibit 16.1 October 4, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Idaho Copper Corp.’s statements included under Item 4.01 of its Form 8-K dated October 4, 2024. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on October 2, 2024. We

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

Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. November 2022 S-K 1300 Technical Report Summary November 2022 Prepared for Prepared by International CuMo Mining Corp. Geologic Systems Ltd. Suite #2300–550 Burrard Street 514 East Columbia St Vancouver, BC V6C 2B5 New Westminster, BC V3L 3X7 Canada Canada Tel: +1 604 689 7

As filed with the Securities and Exchange Commission on September 18, 2024

As filed with the Securities and Exchange Commission on September 18, 2024 Registration No.

Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024

Exhibit 10.16

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

SGS Bateman Proposal, dated November 13, 2023

Exhibit 10.15

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Idaho Copper Corporation (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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2024 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission F

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024).

Exhibit 10.16

SGS Bateman Proposal, dated November 13, 2023 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024).

Exhibit 10.15

2020 Preliminary Economic Assessment Report

Exhibit 96.2

As filed with the Securities and Exchange Commission on July 11, 2024

As filed with the Securities and Exchange Commission on July 11, 2024 Registration No.

Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibits to our Form 10-Q filed with the SEC on June 3, 2024).

Exhibit 10.15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2024 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

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).

Exhibit 10.12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 IDAHO COPPER CORPORATION (Exact Name of

List of Subsidiaries*

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

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).

EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of April 22, 2024, there were 243,450,745 shares of common stock, and 162.67 shares of Series A preferred stock, issued and outstanding. Common Stock Holders of our common stock are

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).

Exhibit 10.11

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).

Exhibit 10.10

Technical Advisory Agreement between International 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).

Exhibit 10.13

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January 31, 2024 ☐ Transition Rep

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): February 28, 2024 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction (Commission (I.R.S. Employ

Form of Warrant.

Exhibit 4.7 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. Warrant No. No. of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 29, 2024 IDAHO COPPER CORPORATION (Exact name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 29, 2024 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Id

Letter from Turner, Stone & Company, LLP

Exhibit 16.1

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.

Exhibit 10.10

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commissio

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)

Exhibit 3.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended October 31, 2023 ☐ Transition report pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended October 31, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in i

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 333-108715 CUSIP NUMBER NOTIFICATION OF LATE FILING 481159101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: October 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2023 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended July 31, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2023 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission

Idaho Copper Corp. Announces Official Name and Symbol Change

Exhibit 99.1 Idaho Copper Corp. Announces Official Name and Symbol Change Boise, Idaho – August 17th, 2023 – Idaho Copper Corporation (OTC:COPR), (“ICC” or the “Company”), a U.S. based company focused the exploration and development of its copper-molybdenum-silver deposit in Idaho, known as “the CuMo” project, announces that FINRA has processed its name and symbol change effective August 17th, 202

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2023 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from to . IDAHO COPPER CORPORATION (Exact Name of Registrant as Specified in its

Audited Financial Statements for Idaho Copper Corporation for the Year Ended January 31, 2023

Exhibit 99.1 IDAHO COPPER CORPORATION (f/k/a Joway Health Group Industries Inc.) Financial Statements For the Year Ended January 31, 2023 Your Vision Our Focus Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Idaho Copper Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Idaho Copper Corporation

List of Subsidiaries*

Exhibit 21.1 Subsidiary International CuMo Mining Corporation, an Idaho corporation (“ICUMO”)

Description of Capital Stock*

Exhibit 4.1 Preferred Stock The Company has authorized share capital of 1,000,000 shares of preferred stock with par value of $0.001. Common Stock The Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $0.001.

Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 22, 2023 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 14, 2023 IDAHO COPPER CORPORATION (Exact name of Registrant as specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Iden

Letter from HCC

Exhibit 16.1 March 15, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of the Form 8-K of IDAHO COPPER CORPORATION to be filed with the Securities and Exchange Commission on March 15, 2023 and are in agreement with the statements contained therein as much as they relate to our firm. We have no basis to agree or disagree

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)

Exhibit 3.1

Description of Capital Stock*

EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of March 1, 2023, there were 202,294,000 shares of common stock, and no shares of preferred stock, issued and outstanding. Common Stock Holders of our common stock are entitled to o

List of Subsidiaries*

EXHIBIT 21.1 LIST OF SUBSIDIARIES International CuMo Mining Corporation, an Idaho corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Idaho Copper Corporation (Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 IDAHO COPPER CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 IDAHO COPPER CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission F

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).

Exhibit 4.4 FORM OF REPLACEMENT NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of

Unaudited Financial Statements of International CuMo Mining Corporation For the Three and Six Months Ended December 31, 2022 International CuMo Mining Corporation Balance Sheets

Exhibit 99.2 Unaudited Financial Statements of International CuMo Mining Corporation For the Three and Six Months Ended December 31, 2022 International CuMo Mining Corporation Balance Sheets (unaudited) December 31, June 30, 2022 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 267,678 $ 127,016 Total current assets 267,678 127,016 Property and equipment, net 875,917 875,917 Oth

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).

EX-4.6 6 ea171459ex4-6jowayhealth.htm FORM LOCK-UP AGREEMENT Exhibit 4.6 FORM OF LOCK-UP AGREEMENT [Date] Joway Health Industries Group Inc. 600 South 3rd Street Las Vegas, Nevada 89101 Re: Joway Health Industries Group Inc. - Lock-Up/Leak-Out Agreement Ladies and Gentlemen: This Lock-Up/Leak-Out Agreement (this “Agreement”) is being delivered to you in connection with that certain Share Exchange

Form of Replacement Note

Exhibit 4.4 FORM OF REPLACEMENT NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE

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).

Exhibit 4.8 SECURED NOTE INDENTURE DATED AUGUST 24, 2021 BETWEEN INTERNATIONAL CUMO MINING CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF NOTES TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Meaning of “Outstanding” 11 1.3 Interpretation 12 1.4 Headings, Etc 13 1.5 Time of Essence 13 1.6 Monetary References 13 1.7 Invalidity, Etc 13 1.8 La

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).

Exhibit 2.1 EXECUTION VERSION SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is made and entered into as of January 23, 2023, by and among Joway Health Group Industries Inc., a Nevada corporation (the “Company”), International CuMo Mining Corporation, an Idaho corporation (“ICUMO”), and the shareholders of ICUMO listed on Schedule 1 attached hereto (collectively, the “Sh

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).

EX-10.3 11 ea171459ex10-3jowayhealth.htm OPTION AGREEMENT, DATED OCTOBER 13, 2004, BY AND BETWEEN CUMO MOLYBDENUM MINING INC. AND MOSQUITO CONSOLIDATED GOLD MINES LIMITED, AS AMENDED JANUARY 14, 2005 Exhibit 10.3 OPTION TO PURCHASE AGREEMENT THIS OPTION TO PURCHASE AGREEMENT is made effective this 13th Day of October, 2004. CUMO MOLYBDENUM MINING INC. A Nevada Corporation with an office at 608 Fro

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).

Exhibit 4.5 FORM OF REPLACEMENT WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIE

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).

EX-4.7 7 ea171459ex4-7jowayhealth.htm FORM OF 8.5% SECURED NON-CONVERTIBLE NOTE Exhibit 4.7 8.5% SECURED NOTE IDAHO CUMO MINING CORPORATION a corporation organized under the laws of the State of Idaho Date of Issue: [Date] Principal Amount: [Amount] Interest Rate: 8.75% per annum Certificate Number: [Number] IDAHO CUMO MINING CORPORATION (the “Corporation”), a corporation incorporated under the la

Code of Ethics (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023)

EX-14.1 16 ea171459ex14-1jowayhealth.htm CODE OF ETHICS Exhibit 14.1 Joway Health Industries Group Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Joway Health Industries Group Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including t

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).

EX-10.6 14 ea171459ex10-6jowayhealth.htm 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 Exhibit 10.6 LOAN AGREEMENT THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of October 31, 2014, by and between Idaho CuMo Mining Corp, an Idaho corporation (“Borrower”) and La Fami

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).

Exhibit 10.2 EXECUTION VERSION DEBT ASSIGNMENT AND RELEASE AGREEMENT THIS DEBT ASSIGNMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into and effective as of December 15, 2022 (the “Effective Date”) by and between Joway Health Industries Group Inc., a Nevada corporation (“Assignor”) and JHP Holdings, Inc., a Nevada corporation (“Assignee”). WHEREAS, Assignor was advanced monies in the amou

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).

EX-96.1 18 ea171459ex96-1jowayhealth.htm TECHNICAL REPORT SUMMARY AND RESOURCE ESTIMATE, THE CUMO PROJECT, BOISE NATIONAL FOREST, BOISE COUNTY, IDAHO, UNITED STATES Exhibit 96.1 S-K 1300 Technical Report Summary Prepared for International CuMo Mining Corp. Prepared by Geologic Systems Ltd. January 2023 SMD Ex 96.1 Technical Report Summary – Geologic January 2023 S-K 1300 Technical Report Summary J

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).

EX-10.4 12 ea171459ex10-4jowayhealth.htm 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 Exhibit 10.4 MINING CLAIMS AGREEMENT This Mining Claims Agreement (this “Agreement”) is effective as of July 25, 2017 (the “Effective Date”), among CuMo Mol

Financial Statements of International CuMo Mining Corporation June 30, 2022 Report of Independent Registered Public Accounting Firm

EX-99.1 19 ea171459ex99-1jowayhealth.htm FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED AND PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 Financial Statements of International CuMo Mining Corporation June 30, 2022 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of CuMo Mining Corporation Opinion on the Financial Statements We have audited the acco

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).

Exhibit 4.3 THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO FURTHER VALUE UNLESS EXERCISED WITHIN THE TIME LIMIT HEREIN PROVIDED. INTERNATIONAL CUMO MINING CORPORATION TRANSFERABLE WARRANT CERTIFICATE Number of Warrants: Date: Certificate No: Warrants to Purchase Common Shares. For value received by the undersigned, [] (the “Holder”), is entitled to subscribe for and purchase, subject to th

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).

EX-10.7 15 ea171459ex10-7jowayhealth.htm MINESENSE AMENABILITY TEST PROPOSAL, DATED AUGUST 29, 2022, BY AND BETWEEN MINESENSE TECHNOLOGIES LTD. AND INTERNATIONAL CUMO MINING CORPORATION Exhibit 10.7 International CuMo Mining Corp., August 29th, 2022 MINESENSE AMENABILITY TEST PROPOSAL for CUMO MINE 1. PURPOSE AND SCOPE OF ACTIVITIES 2 2. PROGRAM OVERVIEW 3 2.1. Phase 1: Project Definition and Valu

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).

Exhibit 10.5 SPECIAL WARRANTY DEED FOR VALUE RECEIVED AMERICAN CUMO MINING CORPORATION, FKA MOSQUITO CONSOLIDATED GOLD MINES, LTD., a British Columbia corporation the Grantor, does hereby grant, bargain, sell and convey unto IDAHO CUMO MINING CORPORATION, an Idaho corporation whose address is 638 Millbank, Vancouver, B.C. V52 4B7, the Grantee, the following described premises, in Boise County, Ida

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Com

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).

Exhibit 10.1 INTERNATIONAL CUMO MINING CORPORATION INCENTIVE STOCK OPTION AGREEMENT DATED SEPTEMBER 30, 2022 This incentive stock option agreement (the “Agreement”) is entered into this 30th day of September, 2022 by and between International Cumo Mining Corporation (“the Company”), an Idaho corporation, and[] (the “Optionee”). WHEREAS, the optionee is an employee of the Company. WHEREAS, the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (

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)

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF JOWAY HEALTH INDUSTRIES GROUP INC. FIRST: The name of the corporation is Joway Health Industries Group Inc. (the ?Corporation?). SECOND: The nature of the business or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Chapter 78 of Nevada Revised Statutes (the ?NRS?). THI

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-108715 98-0221494 (State or Other Jurisdiction of Incorporation)

Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Joway Health Industries Group Inc. Article I. Principal Executive Offices The principal executive office of Joway Health Industries Group Inc. (the ?Corporation?) shall be at 600 South 3rd Street, Las Vegas, Nevada, or such other place or places within or without the State of Nevada as the board of directors shall from time to time determine. Article II.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

Description of Capital Stock

EX-4.2 2 f10k2021ex4-2jowayhealth.htm DESCRIPTION OF CAPITAL STOCK EXHIBIT 4.2 DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. As of March 29, 2022, there were 20,054,000 shares of common stock, and no shares of preferred stock, issued and outst

List of Subsidiaries*

EX-21.1 3 f10k2021ex21-1jowayhealth.htm LIST OF SUBSIDIARIES EXHIBIT 21.1 LIST OF SUBSIDIARIES None.

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)

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of January 31, 2022, is entered into by and among CRYSTAL GLOBE LIMITED, a company incorporated and existing under the law of British Virgin Islands (the ?Seller?), JHP HOLDINGS, INC., a Nevada corporation (the ?Buyer?) and JOWAY HEALTH INDUSTRIES GROUP INC., a Nevada corporation (the ?Company?). WITNE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 31, 2021 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exact

Description of Capital Stock*

EX-4.1 2 f10k2020ex4-1jowayhealth.htm DESCRIPTION OF CAPITAL STOCK Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES As of August 10, 2021, Joway Health Industries Group Inc. (the “Company”, “we”, “us” or “our”) is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we do not have a class of securities regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

10-K 1 f10k2020jowayhealth.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 ea138764-nt10kjowayhealth.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 333-108715 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 ea132904-8kjowayhea.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2020 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-108715 98-0221494 (State or o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 ea130598-8kjowayhealthindus.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2020 Joway Health Industries Group Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-108715 98-02214

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)

Exhibit 2.1 MERGER AGREEMENT by and among CRYSTAL GLOBE LIMITED, JOWAY HEALTH INDUSTRIES GROUP INC., DYNAMIC ELITE INTERNATIONAL LIMITED and JOWAY MERGER SUBSIDIARY LIMITED dated as of November 20, 2020 MERGER AGREEMENT This MERGER Agreement (this “Agreement”), is entered into as of November 20, 2020, by and among JOWAY HEALTH INDUSTRIES GROUP INC., a Nevada corporation (“Joway”), DYNAMIC ELITE IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0620jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group I

GTVI / Joway Health Industries Group Inc. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

List of Subsidiaries*

Exhibit 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

GTVI / Joway Health Industries Group Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2019 Joway Health Industries Group Inc. (Exact name of registrant specified in charter) Nevada 333-108715 98-0221494 (State of Incorporation) (Commission File Number) (IRS

August 21, 2019

EX-99.1 2 f8k081619ex99-1jowayhealth.htm PRESS RELEASE Exhibit 99.1 For Immediate Release August 21, 2019 JOWAY HEALTH INDUSTRIES GROUP INC. RESPONDS TO PROMOTIONAL PUBLICATIONS On August 16, 2019, Joway Health Industries Group Inc. (the “Company”) received an inquiry from the OTC Markets concerning the recent publication of three separate statements published on the websites of certain stock prom

GTVI / Joway Health Industries Group Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 f8k071819jowayhealthind.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2019 Joway Health Industries Group Inc. (Exact name of registrant specified in charter) Nevada 333-108715 98-0221494 (State of Incor

July 18, 2019

Exhibit 99.1 Press Release For Immediate Release July 18, 2019 JOWAY HEALTH INDUSTRIES GROUP, INC. RESPONDS TO PROMOTIONAL PUBLICATIONS On July 8, 2019, Joway Health Industries Group, Inc. (the “Company”) received an inquiry from the OTC Markets concerning the recent publication of three separate statements published on the websites of certain stock promoters, with a resultant rise in the price of

GTVI / Joway Health Industries Group Inc. 10-Q Quarterly Report QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group I

GTVI / Joway Health Industries Group Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

List of Subsidiaries*

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2018 Joway Health Industries Group Inc. (Exact name of registrant specified in charter) Nevada 333-108715 98-0221494 (State of Incorporation) (Commission File Number) (IR

GTVI / Joway Health Industries Group Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

GTVI / Joway Health Industries Group Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

GTVI / Joway Health Industries Group Inc. QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0318jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission Fil

GTVI / Joway Health Industries Group Inc. ANNUAL REPORT (Annual Report)

10-K 1 f10k2017jowayhealth.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1

List of Subsidiaries*

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

GTVI / Joway Health Industries Group Inc. QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0917jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission Fi

GTVI / Joway Health Industries Group Inc. QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0617jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

LIST OF SUBSIDIARIES(1)

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PU

10-Q 1 f10q0616jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PU

10-Q 1 f10q0616jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

LIST OF SUBSIDIARIES(1)

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PU

10-Q 1 f10q0615jowayhealth.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

LIST OF SUBSIDIARIES(1)

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industries Group Inc. (Exa

EX-10.35

Exhibit 10.35

EX-10.36

Exhibit 10.36

LIST OF SUBSIDIARIES(1)

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

-

Joway Health Industries Group Inc. No. 19 Baowang Road Baodi Economic Development Zone Tianjin, PRC 300180 February 19, 2014 John Cash Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Joway Health Industries Group Inc. (the “Company”) Form 10-K for the Fiscal Year Ended December 31, 2012 Filed April 1, 2013 File

-

Joway Health Industries Group Inc. No. 19 Baowang Road Baodi Economic Development Zone Tianjin, PRC 300180 January 24, 2013 John Cash Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Joway Health Industries Group Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed April 1, 2013 File No. 333-108715 D

-

Joway Health Industries Group Inc. No. 19 Baowang Road Baodi Economic Development Zone Tianjin, PRC 300180 January 9, 2013 John Cash Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Joway Health Industries Group Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed April 1, 2013 File No. 333-108715 De

Changes in Registrant's Certifying Accountant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): December 17, 2013 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation)

RBSM LLP Certified Public Accountants 805 Third Avenue, Suite 902 New York, New York 10022

Exhibit 16.1 RBSM LLP Certified Public Accountants 805 Third Avenue, Suite 902 New York, New York 10022 December 11, 2013 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Joway Health Industries Group Inc. (the “Company”) Form 8-K dated December 11, 2013, and are in agreement with the statements relating only to RBSM LLP co

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 f8k121113jowayhealthind.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): December 11, 2013 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-02214

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): August 30, 2013 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Industries Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

LIST OF SUBSIDIARIES(1)

EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industri

January 28, 2013

Letter EXHIBIT 16.1 January 28, 2013 Securities and Exchange Commission 100 F Street, N.W. Washington, DC Dear Sirs/Madams: We have read Item 4.01 of the Joway Health Industries Group, Inc. Form 8-K dated January 25, 2013, and agree with the statements concerning our firm contained therein. Very truly yours, /s/ SHERB & CO., LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): January 25, 2013 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CODE OF ETHICS APPLICABLE TO OFFICERS AND SENIOR EXECUTIVES OF JOWAY HEALTH INDUSTRIES GROUP INC. AND ITS SUBSIDIARIES

EX-14.1 2 d333275dex141.htm CODE OF ETHICS Exhibit 14.1 CODE OF ETHICS APPLICABLE TO OFFICERS AND SENIOR EXECUTIVES OF JOWAY HEALTH INDUSTRIES GROUP INC. AND ITS SUBSIDIARIES I. General Joway Health Industries Group Inc. and its subsidiaries (the “Company”) is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of ethics. This Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d262767d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

LIST OF SUBSIDIARIES(1)

EX-21.1 3 d262767dex211.htm SUBSIDIARIES EXHIBIT 21.1 LIST OF SUBSIDIARIES(1) Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and w

Cooperative Contract between Joway Shengshi and Tianjin Hezhi Pharmaceutical Co. Ltd. (8)

EXHIBIT 10.34 Cooperative Contract on the Project of Investment in Establishing Joway Hezhi Pharmaceutical Co., Ltd. Party A: Mr. Zhihe Cai, as the representative of Tianjin Hezhi Pharmaceutical Co., Ltd. Party B: Mr. Jinghe Zhang, as the representative of Tianjin Joway Shengshi Group Co., Ltd. Based on the principle of mutual benefit, win-win and risk sharing, in order to give full play of each p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-108715 Joway Health Industri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Amendment No. 1 to 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-

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Correspondence Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC January 17, 2012 Tia Jenkins Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: Joway Health Industries Group Inc. (f/k/a G2 Ventur

Loan Agreement, dated May 10, 2007, by and between Shenyang Joway Industry Development Co., Ltd. and Liaoning Joway Technology Engineering Co., Ltd. (5)

Exhibit 10.22 Loan Agreement Party A: Liaoning Joway Technology Engineering Co., Ltd. Party B: Shenyang Joway Industry Development Co., Ltd. Party A and B are related companies under the same control of one entity. Party A and B negotiated and agreed that they shall provide each other operating or working capital during their production operations. The two parties shall pay no interests as a resul

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2010 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Texas 333-108715 98-0221494 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Form 10-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-10

Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010 and July 28, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Wang Aiying(7)

Exhibit 10.27 An Oral Amendment to the Stockholder?s Rights Transfer Agreements, Dated July 9, 2010 and July 28, 2010, between Tianjin Joway Shengshi Group Co., Ltd. and Wang Aiying On July 28, 2010, Wang Aiying and Tianjin Joway Shengshi Group Co., Ltd entered into a Stockholder?s Rights Transfer Agreement pursuant to which Wang Aiying agreed to transfer all of his stockholder rights in Tianjin O

CITIC Trust Agreement(7)

Exhibit 10.20 China CITIC Bank Shenyang Branch Agreement on ?CITIC Financing ? Collective Planning on Renminbi Financing? Sign here upon confirmation on the information below printed by the bank: Transaction Serial No.: 72217101880025 Name of Client: Changlong Si No. of Client: 27099172 Type of Identity: ID Card Identity No.: 22020319821022211X Financing Account No.: 7221710192901038399 Profit Car

Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Chen Jingyun(7)

Exhibit 10.26 An Oral Amendment to the Stockholder?s Rights Transfer Agreements, Dated July 9, 2010, between Tianjin Joway Shengshi Group Co., Ltd. and Chen Jingyun On July 9, 2010, Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd entered into a Stockholder?s Rights Transfer Agreement pursuant to which Chen Jingyun agreed to transfer all of his stockholder rights in Tianjin Joway Decoration

Loan Agreement, dated May 7, 2007, by and between Shenyang Joway Industry Development Co., Ltd. and Tianjin Joway Textile Co., Ltd. (5)

Exhibit 10.21 Loan Agreement Party A: Shenyang Joway Industry Development Co., Ltd. Party B: Tianjin Joway Textile Co., Ltd. Party A and B are related companies under the same control of one entity. Party A and B negotiated and agreed that they shall provide each other operating or working capital during their production operations. The two parties shall pay no interests as a result of this loan a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d226912d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission

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Correspondence Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC October 11, 2011 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) For

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CORRESP 1 filename1.htm Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC August 23, 2011 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: Joway Health Industries Group Inc. (f/k/a G2 Ventures, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10 Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CITIC Trust Agreement(6)

Exhibit 10.20 China CITIC Bank Shenyang Branch Agreement on ?CITIC Financing ? Collective Planning on Renminbi Financing? Sign here upon confirmation on the information below printed by the bank: Transaction Serial No.: 72217101880025 Name of Client: Changlong Si No. of Client: 27099172 Type of Identity: ID Card Identity No.: 22020319821022211X Financing Account No.: 7221710192901038399 Profit Car

Stockholder’s Rights Transfer Agreement, dated July 28, 2010, by and between Wang Aiying and Tianjin Joway Shengshi Group Co., Ltd. (6)

Exhibit 10.23 Stockholder?s Rights Transfer Agreement Assignor (Party A) : Wang Aiying Assignee (Party B) : Tianjin Joway Shengshi Group Co., Ltd. After friendly consultations regarding the share transfer matters the two parties have reached the following agreement: 1. Party A agrees to transfer the 5% (Value RMB 100,000) Stockholder?s Rights of Tianjin Oriental Shengtang Import & Export Trading C

Stockholder’s Rights Transfer Agreement, dated July 9, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd. (6)

EX-10.21 6 dex1021.htm STOCKHOLDER'S RIGHTS TRANSFER AGREEMENT Exhibit 10.21 Stockholder’s Rights Transfer Agreement Assignor (Party A) : Chen Jingyun Assignee (Party B) : Tianjin Joway Shengshi Group Co., Ltd. After friendly consultations regarding the share transfer matters, the two parties have reached the following agreement: 1. Party A agrees to transfer the 10% Stockholder’s Rights of Tianji

Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2011 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Texas 333-108715 98-0221494 (State or other jurisdiction of

Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Liaoning Joway Technology Engineering Co., Ltd. (6)

Supply Agreement, dated October 1, 2008, EX-10.11 Contract of Purchases and Sales of Products Party A: Tianjin Daxing Import & Export Trade Co., Ltd. Party B: Liaoning Joway Technology Engineering Co., Ltd. On the principle of cooperation and win-win results on the basis of fairness, honesty, trust, equal cooperation and mutual benefit, Party A and Party B reach the following consensus through ful

Call Option Agreement, dated July 20, 2010, by and between Lionel Evan Liu and Individual Listed in Schedule A(6)

Exhibit 10.24 CALL OPTION AGREEMENT BETWEEN Lionel Evan Liu AND Individuals Listed in Schedule A Date: July 20, 2010 THIS CALL OPTION AGREEMENT (this “Agreement”) is made on July 20, 2010 by and between Lionel Evan Liu, an Indonesia citizen (the “Grantor”), and the individuals listed in Schedule A (the “Grantees” and each a “Grantee”). The Grantor and the Grantees are collectively referred to as t

14/F Citigroup Tower, No. 33 Hua Yuan Shi Qiao Road, Pudong New Area, Shanghai 200120, PRC Tel: +86 21 6105 9000 Fax: +86 21 6105 9100

Exhibit 99.1 14/F Citigroup Tower, No. 33 Hua Yuan Shi Qiao Road, Pudong New Area, Shanghai 200120, PRC Tel: +86 21 6105 9000 Fax: +86 21 6105 9100 Private and Confidential To: Tianjin Joway Shengshi Group Co., Ltd. (the ?Company?) and its subsidiaries Tianjin Junhe Enterprise Management Consulting Co., Ltd. (the ?WFOE?) G2 Ventures, Inc. (the ?Shell Company?) Dynamic Elite International Limited (

Supply Agreement, dated December 20, 2009, by and between Tianjin Joway Textile Co., Ltd. And Shenyang Joway Industrial Development Co., Ltd. (6)

Exhibit 10.13 Sales Contract Party A: Tianjin Joway Textile Co., Ltd. Party B: Shenyang Joway Industrial Development Co., Ltd. Party A and Party B have reached an agreement through friendly consultation to conclude the following contract. 1. Party A agrees to buy the undermentioned goods on the terms and conditions stated below: Name of Commodity Specifications Quantity Unit Price Total Value Tour

Turner, Stone & Company, L.L.P. Accountants and Consultants 12700 Park Central Drive, Suite 1400 Dallas, Texas 75251 Telephone: 972-239-1660/Facsimile: 972-239-1665 Toll Free: 877-853-4195 Web site: turnerstone.com

Exhibit 16.3 June 10, 2011 Securities and Exchange Commission Washington D.C. 20549 Commissioners: We have read the statements made by Joway Health Industries Group Inc. (formally G2 Ventures, Inc.), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K/A, as part of the Form 8-K/A of Joway Health Industries Group Inc. dated June 10, 2011.

Stockholder’s Rights Transfer Agreement, dated July 25, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd. (6)

Exhibit 10.22 Stockholder?s Rights Transfer Agreement Assignor (Party A) : Chen Jingyun Assignee (Party B) : Tianjin Joway Shengshi Group Co., Ltd. After consultations between both parties, Party A agrees to transfer the 9.09% Stockholder?s Rights of Liaoning Joway Technology Engineering Co., Ltd. (hereafter refers to as ?the Company?) to Party B. Party B agrees to transferee the 9.09% share of th

Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Tianjin Joway Textile Co., Ltd.(6)

EX-10.12 Contracts of Purchases and Sales of Products Party A: Tianjin Daxing Import & Export Trade Co., Ltd. Party B: Tianjin Joway Textile Co., Ltd. 1. Product Names, Specifications, Quantity, Amount: Date of Signing the Contract: October 9, 2008 Product Name Color Fabric Requirement Specification Unit Price ( Yuan/Piece) Quantity ( Piece) Amount(Yuan) Including Tax Sock Cotton male /female Unde

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CORRESPONDENCE Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC June 10, 2011 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. Form 8-K Filed on October 7, 2010 File: 333-10871

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 Joway Health Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-10

Standard Form of Franchise Agreement(4)

EX-10.20 3 dex1020.htm STANDARD FORM OF FRANCHISE AGREEMENT Exhibit 10.20 Joway Product Series Franchised Affiliate Sales Agreement (Contract No.: 000[ ]) Party A: Tianjin Joway Shengshi Group Co.,Ltd Party B: Tianjin Joway Century Science & Technology Development Co. Ltd. Preface Whereas under the Contract Law of the People’s Republic of China and other relevant laws, regulations and policies, Pa

LIST OF SUBSIDIARIES

EXHIBIT 21.1 LIST OF SUBSIDIARIES Dynamic Elite International Limited, a British Virgin Islands Company Tianjin Junhe Management Consulting Co., Ltd., a company organized as a Wholly-Foreign Owned Enterprise under the laws of the PRC Tianjin Joway Shengshi Group Co., Ltd., a PRC company Liaoning Joway Technology Engineering Co., Ltd., a PRC company and wholly-owned subsidiary of Tianjin Joway Shen

Entrust Agreement, dated June 2, 2010, by and between Lionel Evan Liu and Jinghe Zhang(4)

Exhibit 10.19 Entrust Agreement THIS ENTRUST AGREEMENT (the ?Agreement?) is made on June 2, 2010 by and between Lionel Evan Liu, an Indonesia passport holder (the ?Party A?), and ZHANG Jinghe, a PRC citizen (the ?Party B?). Whereas, the Party A currently owns 10,000 (100%) issued and outstanding shares of Dynamic Elite International Limited, a British Virgin Islands company (the ?Company?). Wherea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-108715 CUSIP NUMBER: 481159 10 1 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-C

NT 10-K 1 dnt10k.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-108715 CUSIP NUMBER: 481159 10 1 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2010 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 2

Charter of the Audit Committee of Joway Health Industries Group, Inc.

Exhibit 99.1 Charter of the Audit Committee of Joway Health Industries Group, Inc. Purpose The Board of Directors (the ?Board?) of Joway Health Industries Group, Inc. (the ?Company?) has adopted this Charter to set forth the responsibilities and authority of the Audit Committee (the ?Committee?). The purposes of the Committee are to: ? Oversee the accounting and financial reporting processes of th

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): March 15, 2011 Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdiction of incorporation) (C

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Response Letter Table of Contents Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC February 28, 2011 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. Form 8-K Filed on October

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): February 25, 2011 (February 22, 2

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): February 25, 2011 (February 22, 2011) Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other j

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Correspondence Joway Health Industries Group Inc. No. 2, Baowang Road Baodi Economic Development Zone, Tianjin, PRC 300180 February 3, 2011 Mr. John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: Joway Health Industries Group Inc. Former Name: G2 Ventures, Inc. Current Report on Form 8-K Filed on

Articles of Incorporation (PURSUANT TO NRS CHAPTER 78)

Exhibit 3.3 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20100949251-63 Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) Filing Date and Time 12/22/2010 3:28 PM Entity Number E0617332010-0 USE BLACK INK ONLY - DO NOT HIG

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): December 28, 2010 (December 22, 2010) Joway Health Industries Group Inc. (Exact name of registrant as specified in its charter) Nevada 333-108715 98-0221494 (State or other jurisdicti

BYLAWS Joway Health Industries Group Inc. ARTICLE I MEETINGS OF STOCKHOLDERS

Exhibit 3.4 BYLAWS OF Joway Health Industries Group Inc. ARTICLE I MEETINGS OF STOCKHOLDERS 1.1 Annual Meeting. The annual meeting of the stockholders shall be held, at such place within or without the state of incorporation as may be designated by the Board of Directors, on such date and at such time as shall be designated each year by the Board of Directors and stated in the notice of the meetin

Office of the Secretary of State CERTIFICATE OF CONVERSION

Exhibit 3.1 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Hope Andrade Secretary of State Office of the Secretary of State CERTIFICATE OF CONVERSION The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument for G2 Ventures, Inc. File Number: 800186048 Converting it to Joway Health Industries Group Inc. File Number: [Entity not of Record, Filing Number

Articles of Conversion (Pursuant to NRS 92A.205)

EX-3.2 3 dex32.htm ARTICLES OF CONVERSION AS FILED WITH NEVADA SECRETARY OF STATE Exhibit 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20100949250-52 Filing Date and Time Articles of Conversion Ross Miller 12/22/2010 3:28 PM (PURSUANT TO NRS 92A.205) Secretary of State

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Correspondence G2 Ventures, Inc. No. 2, Baowang Road, Baodi Economic Development Zone, Tianjin, PRC 300180 December 23, 2010 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. Form 8-K Filed on October 7, 2010 File: 333-108715 Dear Mr. Reynolds: This letter responds to certain

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event Reported): December 1st, 2010 G2 Ventures, Inc. (Exact name of registrant as specified in its charter) Texas 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission File

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CORRESP 1 filename1.htm G2 Ventures, Inc. 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road, Nankai District, Tianjin, PRC People’s Republic of China December 3, 2010 Mr. John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. 8-K Filed on October 7, 2010 File:333-108715 Dea

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Correspondence G2 Ventures, Inc. 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road, Nankai District, Tianjin, PRC People’s Republic of China November 12, 2010 Mr. John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. 8-K Filed on October 7, 2010 File:333-108715 Dear Mr. Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 333-108715 G2 VENTURES,

EX-16.2

EX-16.2 36 v198379ex16-2.htm

Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and Guifen Feng(3)

合同编号： Contract NO.: 天津市房屋租赁合同 Leasing Contract 租赁当事人： 出租人（以下简称甲方）： 冯桂芬 国籍/法定代表人： 身份证/营业执照/其他证件： 地址： 邮政编码： 联系电话： Leasing Parties: Lessor (hereinafter referred to as Party A) ： Feng Guifen Nationality/ legal representative: ID Card/ Business License/Other Licenses: Address: Postcode: Tel: 承租人（以下简称乙方）： 天津中威盛世集团有限公司 国籍/法定代表人： 张景和 身份证/营业执照/其他证件： 地址： 天津市宝坻经济开发区宝旺道2号 邮政编码： 联系电话： 1 Lessee (hereinafter ref

Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and Aiying Wang(3)

合同编号： Contract NO.: 天津市房屋租赁合同 Leasing Contract 租赁当事人： 出租人（以下简称甲方）： 王爱英 国籍/法定代表人： 身份证/营业执照/其他证件： 地址：  0; 邮政编码： 联系电话： Leasing Parties: Lessor (hereinafter referred to as Party A) ： Wang Aiying Nationality/ legal representative: ID Card/ Business License/Other Licenses: Address: Postcode: Tel: 承租人（以下简称乙方）： 天津中威盛世集团有限公司  0; 国籍/法定代表人： 张景和 身份证/营业执照/其他෹ 7;件： 地址： 天津市宝坻经济开发区宝旺道2号 ; 1 邮政编码： 联系电话： Lessee (

Consulting Services Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi(3)

CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”) is dated September 16, 2010, and is entered into in Tianjin City, People’s Republic of China (“PRC” or “China”) by and between Tianjin Junhe Enterprise Management Consulting Co.

Option Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi(3)

OPTION AGREEMENT This Option Agreement (this “Agreement”) is dated September 16, 2010, and is entered into in Tianjin City, People’s Republic of China (“PRC” or “China”) by and between Tianjin Junhe Enterprise Management Consulting Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2010 G2 VENTURES, INC. (Exact name of registrant as specified in its charter) Texas 333-108715 98-0221494 (State or other jurisdiction of incorporation) (Commission File Num

Trademark License Agreement, dated December 1, 2009, by and between Joway Shengshi and Shenyang Joway(3)

TRADEMARK LICENCE AGREEMENT Part A?Shenyang Joway Industrial Development Co., Ltd. Part B?Tianjin Joway Shengshi Group Co., Ltd. Party A and Party B, through friendly negotiations, in respect of the grant of the two trademarks (hereinafter referred to as the Licensed Titles) owned by Part A, to Part B for the rights to use, have agreed to enter into this Agreement as follows: Article 1 Name and Co

Employment Agreement, dated September 28, 2010, by and between G2 Ventures and Yuan Huang(3)

???? EMPLOYMENT AGREEMENT G2 Ventures,Inc. (??) ?? ?? ?????? ????????????? (??)??????????????????????????????? G2 Ventures,Inc. ( the engaging party ) has engaged Yuan Huang ( the engaged party ) as Chief Financial Officer, Secretary and Treasurer ( position ). The two parties in the spirit of friendship and cooperation have entered into an agreement to sign and to comply with the following terms?

Proxy Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi(3)

VOTING RIGHTS PROXY AGREEMENT This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Tianjin City, People’s Republic of China (“PRC” or “China”) as of September 16, 2010 by and among Tianjin Junhe Enterprise Management Consulting Co.

Supply Agreement, dated October 9, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Joway Shengshi(3)

Contracts of Purchases and Sales of Products Party A: Tianjin Daxing Import & Export Trade Co.

Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Shengshi(3)

Loan Agreement Party A: Zhang Jinghe Party B: Tianjin Joway Textile Co., Ltd. Mr. Zhang Jinghe (Party A) is majority shareholder and also President of Tianjin Joway Textile Co., Ltd. (Party B). Through friendly negotiation between the two parties, Party A shall agree to lend money to Party B as operating capital during the production operational process. Meanwhile, Party B needn’t pay the interest

Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Technology(3)

Loan Agreement Party A: Zhang Jinghe Party B: Liaoning Joway Technology Engineering Co.

Trademark & Patent License Agreement, dated December 1, 2009, by and between Joway Shengshi and Jinghe Zhang(3)

TRADEMARK LICENCE AGREEMENT Part A： Jinghe Zhang Part B：Tianjin Joway Shengshi Group Co.