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
Identification No.) |
800 W. Main Street, Suite 1460, Boise, Idaho 83702
(Address of Principal Executive Offices)
208-274-9220
(Registrant’s Telephone Number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbols(s) | | Name of each exchange on which registered |
| None | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01(b) Changes in Registrant’s Certifying Accountant.
Idaho Copper Corporation (the “Company”) has engaged Turner, Stone & Company, LLP (the “New Accounting Firm”) as its independent registered public accounting firm for the new fiscal year end of January 31, 2023. The Board of Directors of the Company (the “Board”) made the decision to engage the New Accounting Firm acting under authority delegated to it, and the Board approved the same on March 27, 2023.
The Company has not consulted with the New Accounting Firm during its two most recent fiscal years or during any subsequent interim period prior to March 27, 2023 (the date of the New Accounting Firm’s appointment), regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation SK and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation SK).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2023, Shaun Dykes submitted his resignation, effective as of such date, from his positions as Vice President - Exploration and director of the Company. Mr. Dykes’ resignation does not arise from any disagreement with the Company, on any matter relating to its operations, policies, or practices. The Board accepted the resignation of Mr. Dykes from all positions he held as an officer and director of the Company by written resolution on March 27, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 27, 2023, the Board changed the fiscal year end of the Company from December 31st of each year to January 31st of each year effective as of January 31, 2023. In connection with such change in the Company’s fiscal year end, on March 27, 2023, the Board approved and adopted the following amendment to Article VIII its Bylaws:
“The fiscal year for the Corporation shall be fixed from time to time by the board of directors. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors.”
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 28, 2023
| | IDAHO COPPER CORPORATION |
| | | |
| | By: | /s/ Robert Scannell |
| | Name: | Robert Scannell |
| | Title: | Chief Financial Officer |
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